Digital China Holdings Limited — Proxy Solicitation & Information Statement 2013

Jun 24, 2013

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 at Function Room 1-3, Level 3 IT Street, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong on Tuesday, 16 July 2013 at 10:00 a.m. (or any adjournment thereof) for the purposes of considering and, if thought fit, passing the following resolutions, with or without modifications, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the following items be and are hereby approved, confirmed and/or ratified:

   • (i) the conditional land sale and purchase agreement dated 23 May 2013 made by PT Prima Bangun Investama (“ PMA ”) as the purchaser, PT. Citra Adisarana (“ PT CA ”) as the seller, the Company as PMA’s guarantor and PT Danayasa Arthatama, Tbk. (“ PT Danayasa ”) as PT CA’s guarantor in relation to the sale and purchase of the plot of land located at Jenderal Sudirman Kav. No. 52-53 Lot 10, Senayan Village, Kebayoran Baru District at South Jakarta in Indonesia (the “ Land SPA ”, a copy of which marked “A” is produced to the meeting and signed by the chairman of the meeting (the “ Chairman ”) for the purpose of identification); and

   • (ii) the supporting agreement dated 23 May 2013 made by Rafflesia Investment Limited ( Rafflesia ), the Company as Rafflesia’s guarantor, Ace Equity Holdings Limited (“ Supporter ”), PT Danayasa as Supporter’s guarantor and one of the grantors of the Call Option (as defined in the circular of the Company dated 25 June 2013 (the “ Circular ”, a copy of which marked “B” is produced to the meeting and signed by the Chairman for the purpose of identification)) and Santoso Gunara as one of the grantors of the Call Option (as defined in the Circular) for the provision by Supporter of certain supporting assistance to Rafflesia (the “ Supporting Agreement ”, a copy of which marked “C” is produced to the meeting and signed by the Chairman for the purpose of identification); and

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  - (iii) the conditional shareholders’ agreement dated 23 May 2013 made by Idea Novel Limited, Supporter, PT Danayasa as Supporter’s guarantor and Melati Holding Limited (“ **Melati** ”) in respect of Melati (the “ **Supporter Shareholders’ Agreement** ”, a copy of which marked “D” is produced to the meeting and signed by the Chairman for the purpose of identification); and

  - (iv) all transactions contemplated thereunder (including but not limited to the issue of the Supporter Participation Class B Shares, the assignment of the Supporter Participation Loan, the grant of the Supporter Put Option, the acquisition of the Call Option and the transactions contemplated under the Land Buyback, (such capitalised terms as defined in the Circular)) and in connection therewith and any other ancillary documents and all transactions contemplated thereunder; and

• (b) any one director of the Company or (if the affixation of the common seal is necessary) any two directors of the Company be and is/are hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and do all such acts, matters and things and take all such steps as they may in their discretion consider necessary, desirable or expedient to implement and/or to give effect to the Land SPA, the Supporting Agreement and the Supporter Shareholders’ Agreement and all the transactions contemplated thereunder.”

• “ THAT :

• (a) the following items be and are hereby approved, confirmed and/or ratified:

  • (i) the conditional subscription agreement dated 23 May 2013 made by Lot 10 Assets Ltd. (the “ Investor ”) as the subscriber and Rafflesia as the company in relation to the conditional subscription of 9,990 shares of US$1 par value each of Rafflesia (the “ Investor Subscription Agreement ”, a copy of which marked “E” is produced to the meeting and signed by the Chairman for the purpose of identification);

  • (ii) the conditional loan purchase agreement dated 23 May 2013 made by the Investor as the purchaser and Melati as the vendor in relation to the conditional sale and assignment of 9.99% of the outstanding shareholder’s loan owing by Rafflesia to Melati as at the date of its completion (the “ Investor Loan Purchase Agreement ”, a copy of which marked “F” is produced to the meeting and signed by the Chairman for the purpose of identification);

  • (iii) the conditional shareholders’ agreement dated 23 May 2013 made by the Investor, Melati and Rafflesia in respect of Rafflesia (the “ Investor Shareholders’ Agreement ”, a copy of which marked “G” is produced to the meeting and signed by the Chairman for the purpose of identification);

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• (iv) the conditional option deed dated 23 May 2013 made by Melati as the grantor and the Investor as the grantee in relation to the Investor Put Option (as defined in the Circular) (the “ Investor Option Deed ”, a copy of which marked “H” is produced to the meeting and signed by the Chairman for the purpose of identification); and

• (v) all transactions contemplated thereunder (including but not limited to the grant of the Investor Put Option (as defined in the Circular) pursuant to the Investor Option Deed) and in connection therewith and any other ancillary documents (including but not limited to the entering into of (i) the Investor Share Mortgage Deed (as defined in the Circular) and the deed of adherence pursuant to the Investor Shareholders’ Agreement, (ii) the deed of assignment pursuant to the Investor Loan Purchase Agreement, and (iii) the deed of assignment and the deed of guarantee pursuant to the Investor Option Deed and all transactions contemplated thereunder); and

• (b) any one director of the Company or (if the affixation of the common seal is necessary) any two directors of the Company be and is/are hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and do all such acts, matters and things and take all such steps as they may in their discretion consider necessary, desirable or expedient to implement and/ or to give effect to the Investor Subscription Agreement, the Investor Loan Purchase Agreement, the Investor Shareholders’ Agreement, the Investor Option Deed and the transactions contemplated thereunder.”

By Order of the Board Pacific Century Premium Developments Limited Cheng Wan Seung, Ella Company Secretary

Hong Kong, 25 June 2013

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 (and 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 (and any adjournment thereof). A proxy needs 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.

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1. 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.

2. 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 (and 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.

3. 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.

4. The Company’s register of members will be closed from Friday, 12 July 2013 to Tuesday, 16 July 2013, both days inclusive, during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the SGM, all transfers, accompanied by the relevant share certificates, should be lodged with the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 11 July 2013.

5. The Company’s register of noteholders of bonus convertible notes will be closed from Friday, 12 July 2013 to Tuesday, 16 July 2013, both days inclusive, during which period no transfer of bonus convertible notes will be effected. In order to be entitled to attend at the SGM, all transfers, accompanied by the relevant note certificates, should be lodged with the Company’s bonus convertible note registrar, Computershare Hong Kong Investor Services Limited, at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 11 July 2013.

6. 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 (and 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 (Deputy Chairman and Chief Executive Officer); 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 only

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