Digital China Holdings Limited — Proxy Solicitation & Information Statement 2008

Mar 25, 2008

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PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED 盈科大衍地產發展有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 0432)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD ON 17 APRIL, 2008 (OR AT ANY ADJOURNMENT THEREOF)

I/We,[1]

of, ,

being the registered holder(s) of[2]

ordinary shares of HK$0.10 each in the capital of Pacific Century Premium Developments Limited (the “Company”), HEREBY

APPOINT the Chairman of the Special General Meeting (as defined below), or[3]

of

as my/our proxy to attend and act for me/us and on my/our behalf at the Special General Meeting of the holders of ordinary shares of HK$0.10 each in the capital of the Company (or at any adjournment thereof) (the “Special General Meeting”) to be held in the Conference Room, 14th Floor, PCCW Tower, TaiKoo Place, 979 King’s Road, Quarry Bay, Hong Kong on 17 April, 2008 at 10:30 a.m. (or so soon thereafter as the meeting of certain holders of the ordinary shares of HK$0.10 each in the capital of the Company convened by direction of the Supreme Court of Bermuda for the same day and place shall have been concluded or adjourned), for the purpose of considering and, if thought fit, passing the special resolution as set out in the notice convening the Special General Meeting and at such Special General Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the special resolution as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

				FOR4	AGAINST4
	**Special **	Resolution
	Dated this	day of	2008	Signature(s)5

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS .

2. Please insert the number of the ordinary shares of HK$0.10 each in the capital of the Company registered in your name(s) and to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all of such shares registered in your name(s).

3. If any proxy other than the Chairman of the Special General Meeting is preferred, strike out the words “the Chairman of the Special General Meeting or” and insert the name and address of the proxy desired in the space provided. You are entitled to appoint one or more proxies (who must be an individual) to attend and vote in your stead. Your proxy need not be a member of the Company, but your proxy must attend the Special General Meeting to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE SPECIAL RESOLUTION, TICK IN THE BOX MARKED “FOR”, IF YOU WISH TO VOTE AGAINST THE SPECIAL RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Special General Meeting other than that referred to in the notice convening the Special General Meeting or abstain.

5. This form of proxy must be signed by you or your attorney authorised in writing or, if the appointor is a corporation, must be either under its seal or under the hand of an officer, attorney or other person duly authorised by it to sign the same.

6. In order to be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be delivered to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, by hand or by post, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Special General Meeting or adjourned Special General Meeting at which the person named in this form of proxy proposes to vote, or, in the case of a poll taken subsequently to the date of the Special General Meeting or adjourned Special General Meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll, and in default this form of proxy shall not be treated as valid. Completion and delivery of this form of proxy will not preclude you from attending the Special General Meeting and voting in person at the Special General Meeting if you so wish, but in the event of you attending the Special General Meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.

7. Where there are joint registered holders of any share in the Company, any one of such joint holders may vote at the Special General Meeting, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the Special General Meeting personally or by proxy, the most senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority will be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

• For identification only