Digital China Holdings Limited — Proxy Solicitation & Information Statement 2012

Jun 4, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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: 00432)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“SGM”) of Pacific Century Premium Developments Limited (the “Company”) will be held on Wednesday, 20 June 2012 at 10:00 a.m. at Training Rooms 1-3, Level 3, IT Street, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong for the following purposes:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue upon the Share Consolidation (as defined below) becoming effective:

• (a) every five (5) issued and unissued ordinary shares of HK$0.10 each in the share capital of the Company be consolidated into one (1) ordinary share of HK$0.50 (the “Consolidated Share”) in the share capital of the Company (the “Share Consolidation”) such that after the Share Consolidation, the authorised share capital of the Company shall become HK$2,000,000,000 divided into 4,000,000,000 Consolidated Shares;

• (b) all of the Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum of association and bye-laws of the Company;

• (c) all fractional Consolidated Shares shall be disregarded and will not be issued to the shareholders of the Company and any fractional entitlements to the issued Consolidated Shares will be aggregated and if possible, sold and the net proceeds shall be retained for the benefit of the Company; and

• (d) any director of the Company be and is hereby authorised generally to do all such acts and things and to sign and execute all documents and deeds as he/she may in his/her absolute discretion deem necessary, desirable or appropriate to give effect to and implement the Share Consolidation.”

By Order of the Board

PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED Cheng Wan Seung, Ella Company Secretary

Hong Kong, 4 June 2012

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Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong: 8th Floor, Cyberport 2 100 Cyberport Road Hong Kong

Notes:

• (1) Any member entitled to attend and vote at the SGM (or any adjournment thereof) shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the SGM (or any adjournment thereof). A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

• (3) The form of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event no later than forty-eight (48) hours before the time appointed for holding the SGM (or any adjournment thereof) at which the person named in the instrument proposes to vote, otherwise the form of proxy shall not be treated as valid.

• (4) Completion and return of the form of proxy does not preclude a member from attending and voting in person at the SGM (or any adjournment thereof), and in such event, the form of proxy shall be deemed to be revoked.

• (5) Where there are joint holders of any shares, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the SGM (or any adjournment thereof), the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this announcement, the directors of the Company are:

Executive Directors:

Li Tzar Kai, Richard (Chairman); Lee Chi Hong, Robert (Chief Executive Officer and Deputy Chairman); Lam Yu Yee (Deputy Chief Executive Officer and Chief Financial Officer); James Chan and Gan Kim See, Wendy.

Independent Non-Executive Directors:

Cheung Kin Piu, Valiant; Prof Wong Yue Chim, Richard, SBS, JP; and Dr Allan Zeman, GBM, GBS, JP.

* For identification purpose

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