Digital China Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 15, 2014

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.

==> picture [187 x 49] 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: 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 Friday, 9 May 2014 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the following resolution, with or without modifications, as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT:

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

  • (i) the sale of one (1) issued share of USD1 of and in the share capital of Gain Score Limited (“ Gain Score ”), representing the entire issued share capital of Gain Score, and the assignment of the entire amount of the loan owing by Gain Score to Excel Bright Properties Limited (“ Excel Bright ”), a whollyowned subsidiary of the Company, as at the date of Completion (as defined in the circular of the Company dated 16 April 2014), in each case by Excel Bright pursuant to the terms and conditions of the agreement dated 8 April 2014 entered into by Excel Bright as vendor, the Company as guarantor of Excel Bright’s obligations and Vinter Star Limited as purchaser (the “ SPA ”, a copy of which marked “A” is produced to the meeting and signed by the chairman of the meeting for the purpose of identification) (the “ Disposal ”) and the entry into of the SPA by Excel Bright and the Company and the performance of their respective obligations thereunder; and

  • (ii) all transactions contemplated under the SPA in connection with the Disposal, including without limitation to the generality of the foregoing the entering into of any other documents ancillary thereto (including but not limited to the Deed of Assignment and the BJJW Undertaking (each as defined in the circular of the Company dated 16 April 2014)); and

1

• (b) the directors of the Company be and 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 give effect to, and otherwise in connection with or incidental to the Disposal and all the transactions in connection therewith under the SPA and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interests of Company.”

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

Hong Kong, 16 April 2014

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.

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 (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.

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.

2

1. The Company’s register of members will be closed from Thursday, 8 May 2014 to Friday, 9 May 2014, 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 Friday, 2 May 2014.

2. The Company’s register of noteholders of bonus convertible notes will be closed from Thursday, 8 May 2014 to Friday, 9 May 2014, 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 Friday, 2 May 2014.

3. 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.

4. In the event that a typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is in force on the day of the SGM, shareholders are suggested to visit the Company’s website at www.pcpd.com or to contact the Company’s hotline on (852) 2514-3923 for arrangements of the SGM.

5. In the event of any inconsistency, the English version shall prevail.

• 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

3