Pacific Online Limited — M&A Activity 2001

Dec 12, 2001

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

GR Investment Holdings Limited

金 源 創 展 有 限 公 司

(incorporated in Hong Kong with limited liability)

to become a wholly-owned subsidiary of

GR Investment International Limited

金 源 投 資 國 際 有 限 公 司*

(a new holding company incorporated in Bermuda with limited liability and the shares of

which will be listed on The Stock Exchange of Hong Kong Limited by way of introduction)

by way of a

SCHEME OF ARRANGEMENT

(under Section 166 of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong)

The Scheme was sanctioned by the Court (without modification) on 11th December, 2001 and will become effective on 12th December, 2001.

Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the scheme document of GR Investment Holdings Limited dated 19th October, 2001 (the "Scheme Document").

The Directors are pleased to announce that the Court has sanctioned the Scheme (without modification) on 11th December, 2001. An office copy of the Court order and minute will be delivered to the Registrar of Companies in Hong Kong for registration on 12th December, 2001. It is expected that such registration will take place by 10:00 a.m. on 12th December, 2001 and all the conditions to which the Scheme is subject will fulfilled at or before 10:00 a.m. on 12th December, 2001 and, accordingly, the Scheme will become effective on 12th December, 2001 (the "Effective Date").

Listing and Dealings

The listing of the Shares on the Stock Exchange will be withdrawn effective from the close of business on 11th December, 2001 and dealings in the New Shares will commence at 10:00 a.m. on 12th December, 2001, and every board lot for dealings in the New Shares will be 20,000 which is the same as that for the Shares.

Share Certificates

Under the Proposal, all certificates for any number of Scheme Shares in issue at the Record Time will be deemed to be certificates, and will be effective as documents of title to, the same number of the New Shares to be issued and allotted or transferred under the Proposal on the basis of one New Share for one Scheme Share.

Certificates for the Shares will be issued, following registration of transfers on or after the Effective Date, in the name of the New Company in respect of the same number of New Shares. Within four weeks after the Effective Date (i.e. the period from Wednesday, 12th December, 2001 to Wednesday, 9th January, 2002, both days inclusive), the Shareholders may submit share certificates in the name of the Company to the branch registrar of the New Company in Hong Kong, Secretaries Limited, 5th Floor Wing On Centre, 111 Connaught Road Central, Hong Kong, for exchange, at the expense of the New Company, for share certificates in the name of the New Company in respect of the same number of New Shares to be issued and allotted under the Scheme. Thereafter, share certificates in the name of the Company will be accepted for exchange for share certificates in the name of the New Company only on payment of a fee of HK$2.5 (or such higher amount as may be stipulated in the Listing Rules from time to time) for each new share certificate issued.

During the period between the Effective Date and four weeks thereafter, arrangements have been made for the Shareholders to receive share certificates in the name of the New Company within ten working days of the submission of the existing share certificates in the name of the Company pursuant to the Scheme. Share certificates for the Scheme Shares after the last day of the free exchange period for New Shares will cease to be marketable but will continue to be good evidence of legal title to the New Shares on the basis of one Scheme Share for one New Share.

The existing certificates for the Shares are light red in colour. In order to distinguish between the existing and new certificates, certificates for the New Shares will be light blue in colour.

The Shareholders are recommended to consult their professional advisers if they are in any doubt as to the above procedures.

By Order of the Board

GR Investment Holdings Limited

LAM Sai Ho, Anthony

Chairman

Hong Kong, 11th December, 2001

* For identification purpose only

Please also refer to the published version of this announcement in the Hong Kong i-Mail.