Pacific Online Limited — M&A Activity 2007

Aug 1, 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 CONDITIONAL 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) HAVING BECOME UNCONDITIONAL IN ALL RESPECTS

Financial adviser to the Company

Up to 4:00 p.m. on 31 July 2007, valid acceptances in respect of a total of 34,000,000 Shares under the General Offer, representing approximately 5.25% of the issued share capital of the Company, were received by the Offeror.

* for identification purpose only

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Taking into account (i) 301,245,672 Shares held by the Offeror and parties acting in concert with it upon completion of the Open Offer; and (ii) 34,000,000 Shares acquired under the acceptance of the General Offer by the Offeror up to 4:00 p.m. on 31 July 2007, the Offeror and parties acting in concert with it in aggregate held 335,245,672 Shares, representing approximately 51.74% of the issued share capital and voting rights of the Company as at the date of this announcement. Accordingly, the General Offer has become unconditional in all respects on 31 July 2007. In accordance with Rule 15.3 of the Takeovers Code, the General Offer will remain open for acceptance for a period of not less than 14 days after the General Offer has become unconditional in all respects and, therefore, the closing date of the General Offer will be extended to Wednesday, 15 August 2007. The latest time and date for acceptance of the General Offer is 4:00 p.m. on 15 August 2007.

The expected timetable in relation to the General Offer is set out in this announcement.

Reference is made to the joint announcement issued by Favor Hero Investments Limited (the “Offeror”) and Prosperity Investment Holdings Limited (the “Company”) dated 18 July 2007 (the “Joint Announcement”) in relation to the despatch of the composite offer and response document in respect of the mandatory conditional cash offer (the “Composite Offer Document”) and the Composite Offer Document issued jointly by the Offeror and the Company dated 19 July 2007. Capitalised terms used in this announcement shall have the same meanings as those defined in the Joint Announcement and the Composite Offer Document unless the context requires otherwise.

THE GENERAL OFFER HAS BECOME UNCONDITIONAL IN ALL RESPECTS

Up to 4:00 p.m. on 31 July 2007, valid acceptances in respect of a total of 34,000,000 Shares under the General Offer, representing approximately 5.25% of the issued share capital of the Company, were received by the Offeror.

Taking into account (i) 301,245,672 Shares held by the Offeror and parties acting in concert with it upon completion of the Open Offer; and (ii) 34,000,000 Shares acquired under the acceptance of the General Offer by the Offeror up to 4:00 p.m. on 31 July 2007, the Offeror and parties acting in concert with it in aggregate held 335,245,672 Shares, representing approximately 51.74% of the issued share capital and voting rights of the Company as at the date of this announcement. Accordingly, the General Offer has become unconditional in all respects on 31 July 2007. In accordance with Rule 15.3 of the Takeovers Code, the General Offer will remain open for acceptance for a period of not less than 14 days after the General Offer has become unconditional in all respects and, therefore, the closing date of the General Offer will be extended to Wednesday, 15 August 2007. The latest time and date for acceptance of the General Offer is 4:00 p.m. on 15 August 2007.

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The revised timetable for the General Offer is set out below:

2007

General Offer commences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 19 July

Latest time and date for acceptance of the General Offer . . . . . . . . . 4:00 p.m. on Wednesday, 15 August

Announcement of the results of the General Offer and . . . . . . . . . . . 7:00 p.m. on Wednesday, 15 August the level of acceptances uploaded to the website

of the Stock Exchange

Notification announcement appears on newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 16 August

Posting of remittance to the Shareholders in respect of. . . . . . . . . . . . . . . . . . . . . . . . . Friday, 24 August valid acceptances of the General Offer

Note: All times and dates refer to Hong Kong local times and dates.

The amounts due to each of the Independent Shareholders who accepted the General Offer as referred to above will be paid by the Offeror to such Independent Shareholders as soon as possible but in any event within 10 days on which all the relevant documents are received by the Registrar to render the acceptance complete and valid.

GENERAL

All other terms of the General Offer as set out in the Composite Offer Document remain unchanged. Independent Shareholders are advised to refer to this announcement and the Composite Offer Document for details of the acceptance procedures should they wish to accept the General Offer. A further announcement on the results of the General Offer will be made by the Offeror and the Company on the closing date, being Wednesday, 15 August 2007, in accordance with Rule 19.1 of the Takeovers Code.

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, 31 July 2007

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.

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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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