Digital China Holdings Limited — Proxy Solicitation & Information Statement 2012

Jun 4, 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Pacific Century Premium Developments Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

All capitalised terms on this cover page shall have the same meanings as those defined in this circular.

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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)

PROPOSED SHARE CONSOLIDATION AND

NOTICE OF SPECIAL GENERAL MEETING

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Financial Adviser to the Company

A notice convening the SGM to 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 is set out on pages 12 and 13 of this circular. If you are not able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event no less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

• For identification purposes

4 June 2012

CONTENTS

	Page
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

Accompanying document — Form of Proxy

— i —

EXPECTED TIMETABLE

Set out below is an indicative timetable for the implementation of the Bonus Issue and the Share Consolidation. The timetable is subject to the results of the SGM and other changes. The Company will notify the Shareholders of any significant changes to the expected timetable by way of announcement(s) as and when appropriate.

Suspension of trading in Shares due to
insufficient public float . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Thursday, 17 May 2012
Last day of dealings in Shares on a cum-entitlements
basis for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 25 May 2012
First day of dealings in Shares on an ex-entitlements
basis for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 28 May 2012
Latest time for lodging transfers of Shares for registration in
order to be entitled to the Bonus Issue . . . . . . . . . . . . . . . . .4:30 p.m. on Tuesday, 29 May 2012
Closure of Register for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 30 May 2012
Record date for determining the entitlements to the Bonus Issue . . . . . . .Wednesday, 30 May 2012
Register re-opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 31 May 2012
Despatch of Bonus Issue Prospectus together with the
relevant election form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 4 June 2012
Latest time for lodging transfers of Shares in order to be
entitled to attend and vote at the SGM . . . . . . . . . . . . . . . . . .4:30 p.m. on Friday, 15 June 2012
Latest time for lodging forms of proxy for the SGM . . . . . . .10:00 a.m. on Monday, 18 June 2012
Closure of Register for the SGM . . . . . . . . . . .Monday, 18 June 2012 to Wednesday, 20 June 2012
SGM for approving the Share Consolidation . . . . . . . . . . .10:00 a.m. on Wednesday, 20 June 2012
Latest time for returning election form
for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Wednesday, 20 June 2012
Announcement of the poll results of the SGM . . . . . . . . . . . . . . . . . . . . .Wednesday, 20 June 2012
Register re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 21 June 2012
Announcement of the results of election of Bonus Convertible Notes . . . . . .at or before 8:30 a.m.
Friday, 22 June 2012
Despatch of share certificates for Bonus Shares . . . . . . . . . . . . .on or about Friday, 22 June 2012

— ii —

EXPECTED TIMETABLE

Despatch of certificates for Bonus Convertible Notes . . . . . . . . . .on or about Friday, 22 June 2012
Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 25 June 2012
Resumption of trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 25 June 2012
First day of free exchange of existing share certificates
for new share certificate for the Consolidated Shares . . . . . . . . . . . . . . . .Monday, 25 June 2012
Temporary close of original counter for trading in
Shares (represented by the existing share certificates)
in existing board lot of 1,000 Shares . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 25 June 2012
Temporary counter for trading in Consolidated Shares
(represented by existing share certificates) in board
lot of 200 Consolidated Shares opens . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 25 June 2012
Original counter trading in Consolidated Shares
(in the form of new share certificates) in board
lot of 1,000 Consolidated Shares re-opens . . . . . . . . . . . . . .9:00 a.m. on Tuesday, 10 July 2012
Parallel trading in Consolidated Shares
in the form of new share certificates and
existing share certificates commences . . . . . . . . . . . . . . . . . .9:00 a.m. on Tuesday, 10 July 2012
Designated broker starts to stand in the market
to provide matching services for odd lots
of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Tuesday, 10 July 2012
Temporary counter for trading in Consolidated
Shares (in the form of existing share certificates)
in board lot of 200 Consolidated Shares closes . . . . . . . . . .4:00 p.m. on Monday, 30 July 2012
Designated broker ceases to stand in the market
to provide matching services for odd lots of
Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Monday, 30 July 2012
Parallel trading in Consolidated Shares
in the form of new share certificates and
existing share certificates ends . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Monday, 30 July 2012
Last day for free exchange of existing share certificates
for new share certificates for Consolidated Shares . . . . . . . . . . . . . . .Wednesday, 1 August 2012

All references to date and time contained in this circular refer to Hong Kong time.

— iii —

DEFINITIONS

In this circular, the following expressions have the following meanings, unless otherwise defined in this circular or the context otherwise requires:

• “2014 Convertible Note”

the convertible note currently in issue and in the principal amount of HK$2,420 million and due on 9 May 2014 issued by the CN Issuer and guaranteed by the Company, which was owned by the CN Holder as at the Latest Practicable Date

• “2019 Convertible Note”

the convertible note to be issued pursuant to the Subscription Agreement, the principal terms of which are summarised in the section headed “The Subscription Agreement and Special Deal — Principal Terms of the 2019 Convertible Notes” in the “Letter from the Board” on pages 10 to 12 of the Offer circular

• “Anglo Chinese”

Anglo Chinese Corporate Finance, Limited, a licensed corporation under the SFO to carry on Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities; and the financial adviser to the Company

• “Board” the board of Directors

• “Bonus Convertible Notes”

the new convertible notes to be constituted by the Deed Poll and to be issued by the Company pursuant to the Bonus Issue to Shareholders electing to receive such new convertible notes in lieu of their entitlement to the Bonus Shares

• “Bonus Convertible Noteholder(s)”

• holder(s) of the Bonus Convertible Notes

• “Bonus Issue”

• issue of Bonus Share(s) by the Company on the basis of four (4) Bonus Shares for every one (1) existing Share held by the Shareholders whose names appeared on the Register at the close of business on the record date for the purpose of ascertaining the entitlements of the Shareholders to the Bonus Issue (being Wednesday, 30 May 2012) with the option to elect to receive the Bonus Convertible Notes in lieu of all or part of their entitlement to the Bonus Shares, further details of which are contained in the Bonus Issue Prospectus

• “Bonus Issue and Share Consolidation Announcement”

• the announcement of the Company dated 16 May 2012 issued by the Company in connection with the Bonus Issue and the Share Consolidation

• “Bonus Issue Prospectus”

• the prospectus of the Company dated 4 June 2012 in connection with the Bonus Issue

— 1 —

DEFINITIONS

“Bonus Share(s)” new Share(s) to be issued pursuant to the Bonus Issue “Branch Registrar” Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company

• “Business Day” any day (excluding a Saturday or Sunday or any public holiday and any day on which a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning signal is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. to 5:00 p.m.) on which banks are generally open for business in Hong Kong

• “Bye-laws” the bye-laws of the Company “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “CN Holder” PCCW-HKT Partners Limited, a company incorporated in Hong Kong with limited liability, an indirect wholly-owned subsidiary of PCCW and the existing holder of the 2014 Convertible Note

• “CN Issuer” PCPD Wealth Limited, a company incorporated in Hong Kong with limited liability, a wholly-owned subsidiary of the Company and the existing issuer of the 2014 Convertible Note

• “Company” Pacific Century Premium Developments Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• “Consolidated Share(s)” the ordinary share(s) of HK$0.50 each in the authorised share capital of the Company upon the Share Consolidation becoming effective

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “HKSCC” Hong Kong Securities Clearing Company Limited

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” Wednesday, 30 May 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

— 2 —

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Minimum Conversion Price”	140% of the 20 trading day average of the closing price of the
	Shares ended on 30 January 2012, subject to adjustments
“Offer”	the conditional cash offer made by Anglo Chinese on behalf
	of the Company to repurchase up to 926,126,540 Shares from
	the Shareholders for cancellation at the price of HK$1.85 per
	Share
“Offer Circular”	the circular of the Company dated 5 April 2012 issued by the
	Company in respect of, among other things, the conditional
	cash offer made by Anglo Chinese on behalf of the Company
	to repurchase for cancellation up to 926,126,540 Shares at
	HK$1.85 per Share from the Shareholders, and the possible
	issue of Bonus Shares and Bonus Convertible Notes to fulfil
	the minimum public float requirement
“Options”	options granted by the Company pursuant to the share option
	scheme adopted by the Company on 17 March 2003
“PCCW”	PCCW Limited (stock code: 00008), a company incorporated
	in Hong Kong with limited liability, the shares of which are
	listed and traded on the Main Board of the Stock Exchange
	and traded in the form of American depository receipts on the
	OTC Markets Group Inc. in the United States of America and
	a substantial Shareholder holding approximately 93.59% of
	the issued share capital of the Company following the close of
	the Offer and the cancellation of all the Shares accepted under
	the Offer
“PCCW Group”	PCCW and its subsidiaries, other than the Group
“Register”	the register of members of the Company
“SGM”	the special general meeting of the Company to be convened
	and 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
“Share(s)”	ordinary share(s) of HK$0.10 each in the authorised share
	capital of the Company
“Share Consolidation”	the proposed consolidation of every five (5) Shares with a
	nominal value of HK$0.10 each into one (1) Consolidated
	Share with a nominal value of HK$0.50
“Shareholder(s)”	registered holder(s) of Share(s)

— 3 —

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Agreement” the subscription agreement dated 2 March 2012 entered into between the CN Issuer, the Company and the CN Holder in relation to the 2019 Convertible Note

— 4 —

LETTER FROM THE BOARD

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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)

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 Gan Kim See, Wendy

Independent Non-Executive Directors: Cheung Kin Piu, Valiant Prof. Wong Yue Chim, Richard, SBS, JP Dr. Allan Zeman, GBM, GBS, JP

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

Head office and principal place of business in Hong Kong: 8th Floor, Cyberport 2 100 Cyberport Road Hong Kong

4 June 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

References are made to the Bonus Issue and Share Consolidation Announcement.

The purpose of this circular is to provide you with (i) the details of the Share Consolidation; and (ii) the notice convening the SGM.

— 5 —

LETTER FROM THE BOARD

SHARE CONSOLIDATION

In order to minimise the adjustment to the market price of the Shares by the effect of the Bonus Issue, the Board proposes to effect the Share Consolidation, along with the implementation of the Bonus Issue. Pursuant to the Share Consolidation, every five (5) Shares of HK$0.10 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of HK$0.50. Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Whether fractional Consolidated Shares will arise will be determined on the basis of a Shareholder’s entire registered shareholding.

Currently, the Shares are traded on the main board of the Stock Exchange in board lot size of 1,000 Shares. After the Share Consolidation becomes effective, the board lot size for trading in the Consolidated Shares (other than in the temporary counter for trading in the Consolidated Shares in the form of existing share certificates which will be in board lot size of 200 Consolidated Shares) will remain at 1,000 Consolidated Shares.

Effects of the Share Consolidation

Immediately following the completion of the Bonus Issue and on the basis that no Shareholder whose name appeared on the Register on 30 May 2012 is required to be excluded from participating in the Bonus Issue, no Shareholders other than the relevant subsidiary of PCCW will elect to receive the Bonus Convertible Notes in lieu of any Bonus Shares and there being no other changes in the share capital structure of the Company other than the Bonus Issue, the authorised share capital of the Company amounts to HK$2,000,000,000 divided into 20,000,000,000 Shares of HK$0.10 each, of which 1,988,541,778 Shares will be in issue. Immediately upon the Share Consolidation becoming effective following the completion of the Bonus Issue, and on the basis that there being no other changes in the share capital structure of the Company, the authorised share capital of the Company shall become HK$2,000,000,000 divided into 4,000,000,000 Consolidated Shares of HK$0.50 each, and the total number of Shares in issue of 1,988,541,778 as aforesaid will be consolidated into 397,708,355 Consolidated Shares.

The Share Consolidation following the completion of the Bonus Issue will not give rise to any change in the proportional economic interests of the Shareholders. Other than the expenses incurred in relation to the Share Consolidation, implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the interests of the Shareholders. Based on the advice of Anglo Chinese, the Directors consider that the Share Consolidation will not have any adverse effect on the financial position of the Company and its subsidiaries.

— 6 —

LETTER FROM THE BOARD

Share structure of the Company before and after the Share Consolidation becoming effective

The following table sets out the effect on the share capital structure of the Company (i) upon the close of the Offer on 16 May 2012 and the cancellation of all the Shares in respect of which the Offer has been accepted; (ii) upon completion of the Bonus Issue and before the Share Consolidation becomes effective; and (iii) upon the Share Consolidation becoming effective, assuming in each of (ii) and (iii), no Shareholders other than the relevant subsidiary of PCCW will elect to receive the Bonus Convertible Notes in lieu of their entitlements to the Bonus Shares and there are no other changes in the share capital structure of the Company:

		Upon completion of
	Upon the close	the Bonus Issue
	of the Offer and	and before the	Upon the Share
	cancellation of	Share Consolidation	Consolidation
	accepted Shares	becoming effective	becoming effective
Nominal value per Share	HK$0.10	HK$0.10	HK$0.50
Authorised share capital	HK$2,000,000,000	HK$2,000,000,000	HK$2,000,000,000
No. of authorised shares	20,000,000,000	20,000,000,000	4,000,000,000
Issued share capital	HK$158,277,502.20	HK$198,854,177.80	HK$198,854,177.80
No. of Shares held by the
PCCW Group	1,481,333,333	1,481,333,333	296,266,666
No. of Shares held by
public shareholders	101,441,689	507,208,445	101,441,689

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other in accordance with the memorandum of association and Bye-laws.

As at the Latest Practicable Date, the Company had outstanding (i) Options entitling the holder thereof to subscribe for 5,000,000 new Shares at the exercise price of HK$2.375 per Share (subject to adjustment); and (ii) the 2014 Convertible Note which was convertible into 672,222,222 new Shares at the conversion price of HK$3.60 per Share (subject to adjustment). In addition, pursuant to, and subject to the terms and conditions of, the Subscription Agreement, the CN Issuer may issue the 2019 Convertible Note which, if issued, will be in the principal amount of HK$2,904,000,000 or the redemption amount of the 2014 Convertible Note due and not repaid at its maturity on Friday, 9 May 2014 (whichever is less) and is convertible into shares in the Company at a conversion price to be set on the issue date of the 2019 Convertible Note to be equal to 140% of the 20 trading day average of the closing prices of the Shares ended on such issue date, but not less than the Minimum Conversion Price (which Minimum Conversion Price and the conversion price so set are subject to adjustment).

If the Share Consolidation does not become effective, and the Bonus Issue alone is implemented, (i) it will lead to an adjustment to the subscription price of shares of the Company which may fall to be issued upon exercise of such Options; and (ii) as mentioned in the Offer Circular, an adjustment to the Minimum Conversion Price and to the conversion price of the 2014 Convertible Note, the appropriate basis of adjustment in the case of a bonus issue will be applied as if all Shareholders had not elected to receive the Bonus Convertible Notes. Pursuant to a certificate of Anglo Chinese, if the Share Consolidation becomes effective, such adjustments will be net off and result in no adjustment.

— 7 —

LETTER FROM THE BOARD

Furthermore, pursuant to the Bonus Issue, Bonus Convertible Notes in the principal amount equal to the total nominal value of the Shares in respect of which Shareholders have validly elected to receive Bonus Convertible Notes in lieu of their relevant entitlement to the Bonus Shares will be issued on the date of completion of the Bonus Issue (currently expected to be on Friday, 22 June 2012). As certified by Anglo Chinese, if all the conditions of the Share Consolidation are fulfilled and the Share Consolidation becomes effective, the initial conversion price in respect of the Bonus Convertible Notes of HK$0.10 per share in the Company will be adjusted to HK$0.50 per share in the Company with effect from the date on which the Share Consolidation takes effect (currently expected to be on Monday, 25 June 2012).

In view that the Bonus Issue and the Share Consolidation are subject to the fulfillment of the conditions mentioned in the Bonus Issue Prospectus and above respectively, the Company will make further announcement regarding the adjustments (if any) to the outstanding Options, the conversion price of the 2014 Convertible Notes, the Minimum Conversion Price and, or the conversion price of the Bonus Convertible Notes as and when appropriate.

Save for the Options and the 2014 Convertible Note, as at the Latest Practicable Date, the Company had no outstanding options, warrants or convertible securities to subscribe for any securities of the Company.

Listing application

An application has been made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

None of the Shares are listed or dealt in on any stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

— 8 —

LETTER FROM THE BOARD

Conditions precedent of the Share Consolidation

The Share Consolidation is conditional upon:

1. the passing by the Shareholders of an ordinary resolution by way of poll to approve the Share Consolidation at the SGM to be held on 20 June 2012 at 10:00 a.m.; and

2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective.

The Share Consolidation is expected to become effective on 25 June 2012 or, when the Bonus Issue has been completed and all the above conditions are fulfilled, whichever is later.

Reasons for the Share Consolidation

It is the advice of Anglo Chinese to the Company that following the completion of the Bonus Issue, if there was no Share Consolidation, the number of Shares and board lots in the market would increase substantially but with a proportional decrease in the price of the Shares and hence the value of each board lot. It is intended that the Share Consolidation will reduce the number of board lots in the market to the existing level and should set off the dilution in the share price as a result of the issue of the Bonus Shares pursuant to the Bonus Issue.

Based on such advice of Anglo Chinese, the Board considers that the Share Consolidation is in the interests of the Company and the Shareholders as a whole.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Core Pacific-Yamaichi International (H.K.) Limited to provide an odd lot matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Shareholders who wish to make use of this service for disposing of their odd lots of the Consolidated Shares or for making a top-up of their odd lots to a full new board lot should contact Customer Services Department of Core Pacific-Yamaichi International (H.K.) Limited at 36th Floor, Cosco Tower, 183 Queen’s Road Central, Hong Kong, at telephone number (852) 2166 3888 during office hours during the period from Tuesday, 10 July 2012 up to Monday, 30 July 2012, as stated in the section headed “EXPECTED TIMETABLE” on pages ii and iii of this circular. Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed.

Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser if they are in doubt about the service described above.

— 9 —

LETTER FROM THE BOARD

Exchange of share certificates

Subject to the Share Consolidation being approved by the Shareholders and becoming effective, which is currently expected to be on Monday, 25 June 2012, the existing certificates for the Shares (which are green in colour) will cease to be valid for trading purposes after 4:00 p.m. on Monday, 30 July 2012. Shareholders may, on or after Monday, 25 June 2012 until Wednesday, 1 August 2012 (both days inclusive) submit the existing share certificates for the Shares (which are green in colour) to the Branch Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, to exchange, at the expense of the Company, for certificates for the Consolidated Shares (which are yellow in colour) (on the basis of five (5) Shares for one (1) Consolidated Share). It is expected that the new certificates for the Consolidated Shares will be available for collection within 10 Business Days after the submission of the existing share certificates to the Branch Registrar for exchange. Thereafter, existing certificates for Shares will remain effective as documents of legal title but will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) per certificate issued or cancelled, whichever is higher, payable by the Shareholders to the Branch Registrar.

EXPECTED TIMETABLE

The expected timetable for the implementation of the Bonus Issue and the Share Consolidation is set out on pages ii and iii of this circular. The expected timetable is subject to change and any such change will be announced by the Company as and when appropriate.

SUSPENSION OF TRADING

As mentioned in the announcement of the Company dated 16 May 2012 in relation to the close of the Offer, trading in the Shares has been suspended from 9:00 a.m. on Thursday, 17 May 2012 since the percentage of public float of the Shares has fallen below 15% following the close of the Offer. Trading in the Shares will remain suspended until the minimum public float of the Shares as required under Rule 8.08(1) of the Listing Rules is restored following completion of the Bonus Issue and it is currently expected that trading in the shares in the Company will be resumed at 9:00 a.m. on Monday, 25 June 2012 (such date is indicative only and may be subject to change). The Company will apply to the Stock Exchange for resumption of trading in the shares in the Company on the Main Board after completion of the Bonus Issue when Rule 8.08(1) of the Listing Rules is complied with.

SGM

The notice convening the SGM, at which an ordinary resolution will be proposed for the purpose of considering and, if thought fit, approving by way of poll the Share Consolidation, is set out on pages 12 and 13 of this circular. No Shareholder is required to abstain from voting on such ordinary resolution. As such, the relevant subsidiary of PCCW which held 1,481,333,333 Shares as at the Latest Practicable Date (representing approximately 93.59% of the Shares in issue as at the Latest Practicable Date) or its nominee holding such Shares will be entitled to attend and vote on such ordinary resolution should it (or its nominee) remain a Shareholder on the date of the SGM.

— 10 —

LETTER FROM THE BOARD

CLOSURE OF REGISTER FOR THE SGM

In order to determine the list of Shareholders who will be entitled to attend and vote at the SGM, the Register will be closed from Monday, 18 June 2012 to Wednesday, 20 June 2012 (both dates inclusive), during which period no transfer of Shares will be registered. To qualify for attending and voting at the SGM, all transfers, accompanied by the relevant share certificates, should be lodged with the Branch Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Friday, 15 June 2012.

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend and vote at the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Such form of proxy for use at the SGM is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.pcpd.com). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or at any adjournment thereof (as the case may be) in person should you so wish.

GENERAL

The Company is principally engaged in the development and management of premium property and infrastructure projects, as well as investment in premium grade buildings, in the Asia-Pacific region.

RECOMMENDATION

Based on the advice of Anglo Chinese as set out in the section headed “Reasons for the Share Consolidation” above, the Board considers that the Share Consolidation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Share Consolidation.

By Order of the Board PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED Lee Chi Hong, Robert

Chief Executive Officer and Deputy Chairman

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NOTICE OF SGM

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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 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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NOTICE OF SGM

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.

* For identification purpose

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