Pacific Online Limited — Proxy Solicitation & Information Statement 2006

Apr 3, 2006

PROSPERITY INVESTMENT HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 310)

Proxy form for use at the annual general meeting to be held on Tuesday, 20th June, 2006 at 10:30 a.m. (and at any adjournment thereof)

I/We [(note 1)]

of

registered holder(s) of

being the shares [(note 2)] of HK$0.10 each in the capital

of PROSPERITY INVESTMENT HOLDINGS LIMITED (“the Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [(note 3)] of

as

my/our proxy to attend at the annual 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, 20th June, 2006 at 10:30 a.m. (and at any adjournment thereof) and vote for me/us as indicated below [(note 4)] .

	For(note 4)	Against( note 4)
1. To receive and consider the financial statements and the reports of the directors and auditors for theyear ended 31st December, 2005.
2. (a) To re-elect Mr. Cheuk Yuk Lungas director.
(b) To re-elect Mr. Chan Fai Yue, Leo as director.
(c) To re-elect Mr. WongKwok Bui, George as director.
(d) To authorize the directors to fix the directors’ remuneration.
3. To re-appoint auditors and to fix their remuneration.
4. (a) Ordinary Resolution in item 4A of the notice of annual general meeting (To grant a general mandate to the directors to repurchase shares of the Company).
(b) Ordinary Resolution in item 4B of the notice of annual general meeting (To grant a general mandate to the directors to allot and issue new shares of the Company).
(c) Ordinary Resolution in item 4C of the notice of annual general meeting (To extend the general mandate granted to the directors to issue new shares of the Company).
5. Special Resolution (To amend bye-laws 86(2) & 87(2) of the Company’s Bye-laws).

Dated , 2006

Shareholder’s signature [(note 5)]

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, the proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED

5. “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney duly authorized.

7. Where there are joint holders of any shares in the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other holder and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

8. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited with the share registrars of the Company in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

9. A proxy need not be a member of the Company but must be present in person to represent the member.

10. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.