Digital China Holdings Limited — Proxy Solicitation & Information Statement 2008

Mar 25, 2008

==> picture [171 x 47] intentionally omitted <==

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)

IN THE SUPREME COURT OF BERMUDA CIVIL JURISDICTION 2008: NO. 60

IN THE MATTER OF PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED and IN THE MATTER OF SECTION 99 OF THE COMPANIES ACT 1981 OF BERMUDA

FORM OF PROXY FOR THE COURT MEETING OF THE HOLDERS OF THE SCHEME SHARES (as defined below) DUE TO BE HELD ON 17 APRIL, 2008 (OR AT ANY ADJOURNMENT THEREOF)

Form of Proxy for use at the Court Meeting (as defined below), or at any adjournment thereof, convened by direction of the Supreme Court of Bermuda of the holders of the Scheme Shares as defined in the Scheme referred to in the Notice convening such Meeting (the “Scheme”). 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 Court Meeting or[3]

of

as my/our proxy to attend and act for me/us and on my/our behalf at the Court Meeting of the aforesaid holders of Scheme Shares convened by direction of the Supreme Court of Bermuda (or at any adjournment thereof) (the “Court 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 10:00 a.m. for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme and at such Court Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) for the Scheme (either with or without modification, as my/our proxy may approve) or against the Scheme as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

FOR the Scheme[4] AGAINST the Scheme[4] 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 Court Meeting is preferred, strike out the words “the Chairman of the Court 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 Court 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 SCHEME, TICK IN THE BOX MARKED “FOR the Scheme” , IF YOU WISH TO VOTE AGAINST THE SCHEME, TICK IN THE BOX MARKED “AGAINST the Scheme”. 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 Court Meeting other than that referred to in the notice convening the Court 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. You are requested to lodge 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, with 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, or by facsimile at (852) 2989 6268 (marked for the attention of “the Company Secretary”) as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Court Meeting or adjourned Court 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 Court Meeting or adjourned Court Meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll. However, if this form of proxy is not so lodged, it may be handed to the Chairman of the Court Meeting at the Court Meeting. Completion and delivery of this form of proxy will not preclude you from attending the Court Meeting and voting in person at the Court Meeting if you so wish, but in the event of you attending the Court 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 Court 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 Court 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