Digital China Holdings Limited — Proxy Solicitation & Information Statement 2025

Mar 27, 2025

Pacific Century Premium Developments

盈科大衍地產發展

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)

Form of proxy for use at the Annual General Meeting to be held on

Wednesday, May 14, 2025 at 11:00 a.m. (or any adjournment thereof) (the “AGM”)

I/We¹

of

being the registered holder(s) of² , shares of HK$0.50 each in the capital of Pacific Century Premium Developments Limited (the “Company”), HEREBY APPOINT³ (I) the Chairman of the AGM or any Director or Company Secretary of the Company, or (II)

of

as my/our proxy to attend for me/us at the AGM to be held at Function Room 1–3, Level 3 IT Street, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong on Wednesday, May 14, 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the AGM and at the AGM (or any adjournment thereof) to vote on behalf of me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated.

Ordinary Resolutions		For⁴	Against⁴
1.	To receive and adopt the Audited Financial Statements of the Company and the Reports of the Directors and the Independent Auditor for the year ended December 31, 2024.
2.	(a) To re-elect Dr Allan Zeman as a Director.
	(b) To re-elect Dr Vince Feng as a Director.
	(c) To authorise the Directors to fix the remuneration of the Directors.
3.	To re-appoint Messrs PricewaterhouseCoopers as the Auditor of the Company and authorise the Directors to fix their remuneration.
4.	To grant a general mandate to the Directors to allot, issue and deal with additional shares.ᵃ
5.	To grant a general mandate to the Directors to buy-back the Company’s own securities.ᵃ
6.	To extend the general mandate granted to the Directors pursuant to Ordinary Resolution No. 4.ᵃ
7.	To approve the adoption of the new share option scheme of the Company.ᵃ

ᵃ Please refer to the notice of AGM for the full text of the resolution.

Signature⁵

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to be related to all the shares of the Company registered in your name(s).
3. If any proxy other than the Chairman of the AGM or any Director or Company Secretary of the Company is preferred, please strike out “(I) the Chairman of the AGM or any Director or Company Secretary of the Company, or (II)” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RELEVANT RESOLUTION, TICK (✓) THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion on the relevant resolution. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
5. This instrument appointing a proxy must be in writing under the hand of the appointor or of his/her 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.
6. Any member entitled to attend and vote at the AGM (or any adjournment thereof) shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the AGM (or 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/she or they represent as such member could exercise.
7. In order to be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed, (or a notarially 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 but in any event no later than forty-eight (48) hours before the time appointed for holding the AGM (or any adjournment thereof), otherwise the form of proxy shall not be treated as valid.
8. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM (or any adjournment thereof), and in such event, the form of proxy shall be deemed to be revoked.
9. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the AGM (or any adjournment thereof) personally or by proxy, one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
10. In the event that a typhoon signal no. 8 or above is hoisted, or a black rainstorm warning signal, or “extreme conditions” announced by the Hong Kong Government is in force on the day of the AGM (or any adjournment thereof), members are suggested to visit the Company’s website at www.pcpd.com or to contact the Company’s branch share registrar by telephone on (852) 2862 8648 for arrangements of the AGM (or any adjournment thereof).

Personal Information Collection Statement:

(i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the laws of Hong Kong (“PDPO”).
(ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your instructions and/or requests as stated in this form.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its branch share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be made in writing, by mail to the Personal Data Privacy Compliance Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or by email to PrivacyOfficer@computershare.com.hk.

ᵃ For identification only.