Pacific Online Limited — M&A Activity 2007

Jul 19, 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 PROSPERITY INVESTMENT INVESTMENTS LIMITED HOLDINGS LIMITED (Incorporated in the British Virgin Islands with limited liability) 嘉進投資國際有限公司 [*]

(Incorporated in the British Virgin Islands with limited liability)

(Incorporated in Bermuda with limited liability)

(Stock Code : 310)

JOINT ANNOUNCEMENT

DESPATCH OF COMPOSITE OFFER DOCUMENT RELATING TO MANDATORY CONDITIONAL CASH OFFER BY

==> picture [131 x 33] intentionally omitted <==

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

Independent Financial Adviser to the Independent Board Committee

DESPATCH OF COMPOSITE OFFER DOCUMENT

The Composite Offer Document containing, among others, terms and conditions of the General Offer, the letters of advice of Veda Capital and the Independent Board Committee accompany with the form of acceptance and transfer of Shares in respect of the General Offer, will be despatched to the Shareholders on 19 July 2007 in accordance with the Takeovers Code.

Independent Shareholders are encouraged to read the Composite Offer Document carefully, including the advice of Veda Capital, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the Independent Shareholders in respect of the General Offer, before deciding whether or not to accept the General Offer.

* for identification purpose only

— 1 —

EXPECTED TIMETABLE

The General Offer will commence on 19 July 2007 and will close on 9 August 2007 (the latest time and date for acceptance of the General Offer will be 4:00 p.m. on 9 August 2007). The expected timetable in relation to the General Offer is set out in this announcement.

WARNING

The General Offer will be 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. The General Offer will close on 9 August 2007 unless the Offeror revises or extends the General Offer until such time and/or date as it may determine and in accordance with the Takeovers Code.

Reference is made to the circular of Prosperity Investment Holdings Limited (the “Company”) dated 1 June 2007 (the “Circular”) containing, among others, the open offer and the possible mandatory conditional cash offer. Capitalised terms used in this announcement shall have the same meanings as those defined in the Circular unless the context requires otherwise.

DESPATCH OF THE COMPOSITE OFFER DOCUMENT

The composite offer and response document (the “Composite Offer Document”) containing, among others, terms and conditions of the General Offer, the letters of advice of the independent financial adviser, Veda Capital Limited (“Veda Capital”) and the independent board committee of the Company (the “Independent Board Committee”) accompany with the form of acceptance and transfer of Shares in respect of the General Offer, will be despatched to the Shareholders on 19 July 2007 in accordance with the Takeovers Code.

Independent Shareholders are encouraged to read the Composite Offer Document carefully, including the advice of Veda Capital, and the recommendation and advice of the Independent Board Committee to the Independent Shareholders in respect of the General Offer, before deciding whether or not to accept the General Offer.

— 2 —

EXPECTED TIMETABLE

The Company and the Offeror would like to remind the Independent Shareholders of the following timetable in relation to the General Offer:

2007
General Offer commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 19 July
Latest time and date for acceptance of the General Offer
on the first closing date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 9 August
First closing date of the General Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 9 August
Announcement of the results of the General Offer and
the level of acceptances uploaded to the website
of the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m. on Thursday, 9 August
Notification announcement appears on newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 10 August
Posting of remittance to the Shareholders in respect of
valid acceptances of the General Offer lodged on or
before the first closing date of 9 August 2007 (assuming the
General Offer has then become unconditional) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 17 August
Latest time and date for acceptance of the General Offer
(assuming the General Offer becomes unconditional
on the first closing date of 9 August 2007) . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 23 August
Closing date of the General Offer (assuming the
General Offer becomes unconditional on the
first closing date of 9 August 2007) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 August
Latest date by which the General Offer can be
declared unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 17 September
Note:All times and dates refer to Hong Kong local times and dates.

— 3 —

WARNING

The General Offer will be 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. The General Offer will close on 9 August 2007 unless the Offeror revises or extends the General Offer until such time and/or date as it may determine and in accordance with the Takeovers Code.

By Order of the Board of Favor Hero Investments Limited Lam Kwing Wai, Alvin Sole Director

By Order of the Board of Prosperity Investment Holdings Limited Cheuk Yuk Lung Chairman and Director

Hong Kong, 18 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.

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.

— 4 —