Pacific Online Limited — M&A Activity 2009

Nov 6, 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

DESPATCH OF COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO

MANDATORY UNCONDITIONAL GENERAL 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)

Financial Adviser to Sun Matrix Limited

==> picture [101 x 60] intentionally omitted <==

Financial Adviser to Prosperity Investment Holdings Limited

DESPATCH OF COMPOSITE DOCUMENT

The Composite Document containing, amongst other things, (i) further information relating to the Offeror, the Group, the Offer; (ii) the letter from Emperor Securities; (iii) the letter from the Independent Board Committee containing its recommendation and advice to the Independent Shareholders in respect of the Offer; (iv) the letter from Celestial Capital containing its advice to the Independent Board Committee in respect of the Offer; and (v) the Form of Acceptance in respect of the Offer, has been despatched to the Shareholders on 6 November 2009 in accordance with the Takeovers Code.

• for identification purposes only

— 1 —

The Offer will commence on 6 November 2009 and the latest time for acceptance of the Offer will be 4:00 p.m. on 27 November 2009.

Independent Shareholders are encouraged to read the Composite Document carefully, including the advice of Celestial 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 Offer, before deciding whether or not to accept the Offer.

An expected timetable has been set out in this announcement.

Reference is made to the joint announcement dated 16 October 2009 (the “ Announcement ”) by Prosperity Investment Holdings Limited (the “ Company ”) and Sun Matrix Limited (the “ Offeror ”) in respect of the Offer. Terms used in this announcement shall have the same meanings as those defined in the Announcement unless defined otherwise herein.

DESPATCH OF COMPOSITE DOCUMENT

The composite offer and response document (the “ Composite Document ”) containing, amongst other things, (i) the information relating to the Offeror, the Group, the Offer; (ii) the letter from the independent board committee of the Company (the “ Independent Board Committee ”) containing is recommendation and advice to the Independent Shareholders in respect of the Offer; (iii) the letter from Celestial Capital Limited (“ Celestial Capital ”) containing its advice to the Independent Board Committee in respect of the Offer; and (iv) the form of acceptance and transfer of shares in respect of the Offer (“Form of Acceptance”) has been despatched to the Shareholders on 6 November 2009 in accordance with the Takeovers Code.

The Independent Shareholders are encouraged to read the Composite Document carefully, including the advice of Celestial 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 Offer, before deciding whether or not to accept the Offer.

— 2 —

EXPECTED TIMETABLE

The Offeror and the Company would like to remind the Independent Shareholders of the following timetable in relation to the Offer. All references to times and dates contained in the expected timetable refer to Hong Kong times and dates. The timetable set out below is indicative only and any changes to the timetable will be announced by the Offeror:

==> picture [26 x 9] intentionally omitted <==

Despatch date of the Composite Document

and the accompanying Form of Acceptance

and commencement of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 6 November

Latest time and date for acceptance

of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 27 November

Closing date of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 27 November

Announcement in respect of the results

of the Offer, or as to whether the Offer

has been revised or extended, published

on the Stock Exchange’s website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .not later than 7:00 p.m.

on Friday, 27 November

Latest date for posting of remittances

in respect of valid acceptances

received under the Offer (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 7 December

Notes:

1. The Offer begins on Friday, 6 November 2009, being the date of posting of the Composite Document, and is capable of acceptance on and from that date until the closing date of the Offer.

2. The Offer, which is unconditional, will be closed at 4:00 p.m. on Friday, 27 November 2009. The Offeror reserves its right to revise or extend the Offer until such date as it may determine in accordance with the Takeovers Code (or as permitted by the Executive in accordance with the Takeovers Code). The Offeror will issue an announcement in relation to any revision or extension of the Offer. In any event, where the offer are revised or extended, the Offer will remain open for acceptance until further notice in accordance with the Takeover Code and at least 14 days’ notice in writing will be given, before the close of the Offer, to those Shareholders who have not accepted the Offer.

— 3 —

1. Remittances in respect of the cash consideration for the Offer Shares tendered under the Offer will be despatched to the accepting holders of Offer Shares by ordinary post at their own risk as soon as possible, but in any event within 10 days from the date of receipt by Tricor Secretaries Limited, the branch share registrar of the Company, of all the requisite documents from the holders of Offer Shares accepting the Offer to render the relevant acceptance under the Offer complete and valid.

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

Hong Kong, 6 November 2009

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Vendor and the Group) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Vendor and the Group) 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 those 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.

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

As at the date of this announcement, Mr. Lau Ko Yuen, Tom is the sole director of the Offeror.

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

— 4 —