Pacific Online Limited — M&A Activity 2009

Nov 27, 2009

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

SUN MATRIX 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

CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY EMPEROR SECURITIES LIMITED

ON BEHALF OF SUN MATRIX LIMITED FOR ALL THE ISSUED SHARES IN PROSPERITY INVESTMENT HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY SUN MATRIX LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Reference is made to the joint announcement of the Offeror and the Company dated 16 October 2009 and the composite offer and response document dated 6 November 2009 issued jointly by the Offeror and the Company relating to the mandatory unconditional cash offer by Emperor Securities on behalf of the Offeror (other than those Shares already owned by the Offeror, Mr. Lau Ko Yuen, Tom and parties acting in concert with any of them).

The Offer closed on Friday, 27 November 2009.

Up to 4:00 p.m. on 27 November 2009, being the latest time for acceptances of the Offer, the Offeror had received valid acceptances of the Offer in respect of 1,602,000 Shares, representing approximately 1.25% of the total issued Shares and voting rights of the Company. Together with the 65,120,710 Shares acquired pursuant to the Share Purchase Agreement on 13 October 2009, the Offeror, Mr. Lau Ko Yuen, Tom and parties acting in concert with any of them are interested in 66,722,710 Shares, representing approximately 52.01% of the total issued Shares of the Company.

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Reference is made to the joint announcement of Sun Matrix Limited (the “Offeror”) and Prosperity Investment Holdings Limited (the “Company”) dated 16 October 2009 (the “Announcement”) and the composite offer and response document dated 6 November 2009 (the “Composite Document”) issued jointly by the Offeror and the Company relating to the mandatory unconditional cash offer by Emperor Securities Limited (“Emperor Securities”) on behalf of the Offeror (other than those Shares already owned by the Offeror, Mr. Lau Ko Yuen, Tom and parties acting in concert with any of them). Unless otherwise stated, terms used herein shall have the same meanings as those defined in the Announcement and the Composite Document.

CLOSING OF THE OFFER AND LEVEL OF ACCEPTANCES

The Offer closed on Friday, 27 November 2009.

Up to 4:00 p.m. on 27 November 2009, being the latest time for acceptances of the Offer, the Offeror had received valid acceptances of the Offer in respect of 1,602,000 Shares, representing approximately 1.25% of the total issued Shares and voting rights of the Company. All the acceptance(s) have been verified and confirmed valid.

Before the commencement of the Offer (i.e. the date of the Announcement), no Shares, options, warrants or other securities convertible into Shares were held, controlled or directed by the Offeror, Mr. Lau Ko Yuen, Tom and parties acting in concert with any of them except for the indirect interests in 65,120,710 Shares legally and beneficially owned by Favor Hero, a substantial Shareholder which was acquired by the Offeror pursuant to the Share Purchase Agreement on 13 October 2009.

Immediately following the close of the Offer, taking into account the 1,602,000 Offer Shares tendered for acceptances as stated above and the 65,120,710 Shares (representing approximately 50.76% of the issued share capital of the Company as at the date of this announcement) held by Favor Hero, the Offeror, Mr. Lau Ko Yuen, Tom and parties acting in concert with any of them become interested in an aggregate of 66,722,710 Shares, representing approximately 52.01% of the issued share capital and voting rights of the Company as at the date of this announcement.

Save for (i) the completion of the Share Purchase Agreement, (ii) the acceptance of the Offer Shares under the Offer, (iii) the deposit of the 65,120,710 Shares held by Favor Hero and the Offer Shares to Emperor Securities as collateral pursuant to the facility arrangement for financing the Offer, and (iv) non-discretionary dealings in Shares for and on behalf of its individual clients by Emperor Securities, neither the Offeror, Mr. Lau Ko Yuen, Tom nor any parties acting in concert with any of them has acquired or agreed to acquire or dealt in any Shares or rights over Shares during the period of the Offer. As at the date of this announcement, none of the Offeror, Mr. Lau Ko Yuen, Tom nor parties acting in concert with any of them has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company.

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SETTLEMENT OF THE OFFER

Remittances for the amount representing the cash consideration (after deducting the relevant seller’s ad valorem stamp duty payable) for the Offer Shares tendered under the Offer will be posted to the accepting Shareholder(s) by ordinary post at their own risk within 10 days of the date of receipt by Tricor Secretaries Limited, the share registrar of the Company in Hong Kong of all the relevant documents which render such acceptance complete and valid.

By order of the board of By order of the Board of Sun Matrix Limited Prosperity Investment Holdings Limited LAU Ko Yuen, Tom LAM Kwing Wai, Alvin Leslie Sole Director Chairman

Hong Kong, 27 November 2009

As at the date of this announcement, the Executive Directors are Mr. Lam Kwing Wai, Alvin Leslie and Mr. Cheuk Yuk Lung, the Non-Executive Director is Mr. Lau Ko Yuen, Tom and the Independent Non-Executive Directors are Mr. Chan Siu Wing, Raymond, Mr. Yan Mou Keung, Ronald and Mr. Chan Fai Yue, Leo.

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

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

This announcement is also available for viewing on the designated website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the website of the Company at www.irasia.com/ listco/hk/prosperityinv/index.htm

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