Pacific Online Limited — M&A Activity 2007

Aug 9, 2007

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.

FAVOR HERO INVESTMENTS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

PROSPERITY INVESTMENT HOLDINGS LIMITED 嘉進投資國際有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code : 310)

JOINT ANNOUNCEMENT

MANDATORY UNCONDITIONAL CASH OFFER BY

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Ping An Securities Limited

ON BEHALF OF FAVOR HERO INVESTMENTS LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN PROSPERITY INVESTMENT HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED BY FAVOR HERO INVESTMENTS LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to the Company

Up to 4:00 p.m. on 9 August 2007, the Offeror received valid acceptances in respect of a total of 76,165,000 Shares under the General Offer, representing approximately 11.76% of the issued share capital and voting rights of the Company.

Immediately before the Offer Period, the Offeror and parties acting in concert with it were interested in 132,701,016 Shares, representing approximately 30.72% of the then issued share capital and voting rights of the Company. Taking into account of (i) 132,701,016 Shares held before the Offer Period; (ii) the subscription of 47,220,000 Open Offer Shares, representing approximately 7.29% of the issued share capital and voting rights of the Company, to which the Offeror was entitled as a Qualifying Shareholder under the Open Offer; (iii) the taken up of 121,324,656 Open Offer Shares, representing approximately 18.73% of the issued share capital and voting rights of the Company, by the Offeror in the capacity of the underwriter to the Open Offer pursuant to the Underwriting Agreement; and (iv) 76,165,000 Shares, representing approximately 11.76% of the issued share capital and voting rights of the Company, acquired under the acceptance of the General Offer by the Offeror up to 4:00 p.m. on 9 August 2007, the Offeror and parties acting in concert with it in aggregate held 377,410,672 Shares, representing approximately 58.25% of the issued share capital and voting rights of the Company as at the date of this announcement and there are 270,517,328 Shares in the hands of the public, representing approximately 41.75% of the issued share capital and voting rights of the Company.

* for identification purpose only

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Reference is made to the composite offer and response document in respect of the mandatory conditional cash offer dated 19 July 2007 (the “Composite Offer Document”) and the joint announcement dated 31 July 2007 (the “Joint Announcement”) in relation to the mandatory conditional cash offer having become unconditional in all respects issued jointly by Favor Hero Investments Limited and Prosperity Investment Holdings Limited. Capitalised terms used in this announcement shall have the same meanings as those defined in the Composite Offer Document and the Joint Announcement unless the context requires otherwise.

CONDITION OF THE GENERAL OFFER

The General Offer is subject to the Offeror having received acceptances in respect of the Shares which, together with the Shares already held by the Offeror and parties acting in concert with it, will result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights of the Company.

ACCEPTANCES UNDER THE GENERAL OFFER

On 31 July 2007, the Offeror received valid acceptances in respect of a total of 34,000,000 Shares under the General Offer, in aggregate with the 301,245,672 Shares held by the Offeror and parties acting in concert with it prior to the commencement of the General Offer, the Offeror and parties acting in concert with it held 335,245,672 Shares, representing approximately 51.74% of the issued share capital and voting rights of the Company. Accordingly, the General Offer has become unconditional in all respects on 31 July 2007 and the closing date of which was then extended to 15 August 2007.

Up to 4:00 p.m. on 9 August 2007, the Offeror received valid acceptances in respect of a total of 76,165,000 Shares under the General Offer, representing approximately 11.76% of the issued share capital and voting rights of the Company.

Immediately before the offer period which commenced from 14 May 2007 (the “Offer Period”), the Offeror and parties acting in concert with it were interested in 132,701,016 Shares, representing approximately 30.72% of the then issued share capital and voting rights of the Company. Taking into account of (i) 132,701,016 Shares held before the Offer Period; (ii) the subscription of 47,220,000 Open Offer Shares, representing approximately 7.29% of the issued share capital and voting rights of the Company, to which the Offeror was entitled as a Qualifying Shareholder under the Open Offer; (iii) the taken up of 121,324,656 Open Offer Shares, representing approximately 18.73% of the issued share capital and voting rights of the Company, by the Offeror in the capacity of the underwriter to the Open Offer pursuant to the Underwriting Agreement; and (iv) 76,165,000 Shares, representing approximately 11.76% of the issued share capital and voting rights of the Company, acquired under the acceptance of the General Offer by the Offeror up to 4:00 p.m. on 9 August 2007, the Offeror and parties acting in concert with it in aggregate held 377,410,672 Shares, representing approximately 58.25% of the issued share capital and voting rights of the Company as at the date of this announcement and there are 270,517,328 Shares in the hands of the public, representing approximately 41.75% of the issued share capital and voting rights of the Company.

By Order of the Board of By Order of the Board of Favor Hero Investments Limited Prosperity Investment Holdings Limited Lam Kwing Wai, Alvin Cheuk Yuk Lung Sole Director Chairman and Director

Hong Kong, 9 August 2007

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As at the date of this announcement, the executive Directors are Mr. Cheuk Yuk Lung, Miss Tsui Yee Ni and Mr. Lam Kwing Wai, Alvin. The independent non-executive Directors are Mr. Chan Siu Wing, Raymond, Mr. Yan Mou Keung, Ronald and Mr. Chan Fai Yue, Leo.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the General Offer, the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than that relating to the General Offer, the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than that relating to the General Offer, the Offeror and parties acting in concert with it) the omission of which would make any statement in this announcement (other than that relating to the General Offer, the Offeror and parties acting in concert with it) misleading.

The sole director and sole owner of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than that relating to the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than that relating to the Group) the omission of which would make any statements in this announcement (other than that relating to the Group) misleading.

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