Pacific Online Limited — Proxy Solicitation & Information Statement 2005

Dec 23, 2005

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 310)

FORM OF PROXY FOR SPECIAL GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We [(Note 1)]

of

shares [[(Note 2)]] of

being the registered holder(s) of shares [[(Note 2)]] of HK$0.10 each in the capital of Prosperity Investment Holdings Limited (the “Company”) HEREBY APPOINT [(Note 3)]

of or failing him, the Chairman of the meeting as my/our proxy to act and attend on my/our behalf at the Special General Meeting of the Company to be held at World Trade Centre Club Hong Kong at 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 10 January 2006 at 10:30 a.m. and at any adjournment thereof and to vote for me/us and in my/our name(s) as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

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ORDINARY RESOLUTION FOR [(Note 4)] AGAINST [(Note 4)]
(a) To approve, ratify and confirm the sale and purchase agreement (the “Sale
and Purchase Agreement”) dated 28 November 2005 entered into between
Rich Profits Int’l Limited (as “Vendor”), an indirect wholly-owned
subsidiary of the Company, and City Court Properties Limited (as
“Purchaser”) in relation to the sale by the Vendor and purchase by the
Purchaser of the 18% issued share capital of Dragon Fortune Ltd.
(“Dragon Fortune”) and the sale loan of HK$48,139,674.25 due and owing
by Dragon Fortune to the Vendor which is unsecured and interest free
and will be sold and assigned to the Purchaser;
(b) To approve, ratify and confirm all transactions contemplated under the
Sale and Purchase Agreement and implementation thereof; and
(c) To authorize the director of the Company be and is hereby authorized to
do all things and acts and sign all documents which they consider
necessary, desirable or expedient in connection with the transactions
contemplated under the Sale and Purchase Agreement.
Signature [(Note 5)]
Dated this day of 2005/2006
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Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, this form will be deemed to relate to all shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. A proxy need not be a member of the Company.

4. Important: If you wish to vote for the resolution, tick in the appropriate box marked “For”. If you wish to vote against the resolution, tick in the appropriate box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that referred above.

5. This form of proxy must be signed by you and your attorney duly authorised in writing or, in the case of a corporation, either under seal or under the hand of an officer or attorney or other person duly authorised.

6. Where there are joint holders of any share, any one of such joint holder may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who vendors a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the registered of members in respect of the joint holdings.

7. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of authority, must be deposited with the share registrars of the Company in Hong Kong at Secretaries Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wan Chai, Hong Kong (with effect from 3 January 2006, the address of Secretaries Limited will be relocated to 26th Floor, Tesbury Centre, 28 Queen's Road East, Wan Chai, Hong Kong) not less than 48 hours before the time for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting.

8. Any alternation made to this form of proxy must be initialed by the person who signs it.