Pacific Online Limited — Proxy Solicitation & Information Statement 2007

Jun 1, 2007

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 310)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of shareholders of Prosperity Investment Holdings Limited (the “ Company ”) will be held at World Trade Centre Club Hong Kong at 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong at 11:00 a.m. on Thursday, 21 June 2007 for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT , subject to the fulfillment or waiver of the conditions, including the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting or agreeing to grant in principle (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in the Open Offer Shares (as defined below) in their fully paid forms to be allotted and issued to the shareholders (the “ Shareholders ”) of the Company pursuant to the terms and conditions of the Open Offer (as defined below), as set out in the underwriting agreement (the “ Underwriting Agreement ”, a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) dated 9 May 2007 between the Company and Favor Hero Investments Limited (the “ Underwriter ”) and the Underwriting Agreement not being terminated in accordance with the terms thereof prior to 4:00 p.m. on the third business day after the last day for acceptance of the Open Offer Shares:

(i) the issue by way of open offer (the “ Open Offer ”) of 215,976,000 shares (the “ Open Offer Shares ”) of HK$0.01 each in the share capital of the Company to the Shareholders whose names appear on the register of the members of the Company on 21 June 2007 (excluding those Shareholders (the “ Excluded Shareholders ”) with registered addresses as shown in the register of members of the Company on the date are outside Hong Kong whom the board of directors (the “ Directors ”) of the Company consider it necessary or expedient to exclude after making the relevant enquiries regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange in the place where those overseas Shareholders reside) on the basis of one Open Offer Share for every two shares of HK$0.01 each in the issued share capital of the Company (each a “ Share ”) held and otherwise pursuant to and in accordance with the terms and conditions set out in the circular (the “ Circular ”, a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) dated 1 June 2007 despatched by the Company to the Shareholders be and is hereby approved;

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• (ii) the Directors be and are hereby authorised to allot and issue the Open Offer Shares pursuant to and in connection with the Open Offer notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing Shareholders and, in particular, the Directors be and are hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements or Excluded Shareholders as they deem necessary or expedient having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company;

• (iii) the Underwriting Agreement and the transactions contemplated thereby (including but not limited to the arrangements for taking up of excess Open Offer Shares, if any, by the Underwriter) be and are hereby approved, confirmed and ratified;

• (iv) the absence of arrangements for application for the Open Offer Shares by the Shareholders in excess of their entitlements under the Open Offer as referred to in Rule 7.26A(1) of the Rules Governing the Listing of Securities on the Stock Exchange be and the same is hereby approved, confirmed and ratified; and

• (v) any Directors be and are hereby authorised to sign and execute such documents and do all such acts and things incidental to the Open Offer or as they consider necessary, desirable or expedient in connection with the implementation of or giving effect to the Open Offer, the Underwriting Agreement and the transactions contemplated thereunder.”

By order of the board of

Prosperity Investment Holdings Limited Cheuk Yuk Lung Chairman

Hong Kong, 1 June 2007

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Room A, 11th Floor Fortune House 61 Connaught Road Central Central Hong Kong

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or more proxy (if he/she is the holder of two or more Shares) to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

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1. Whether or not you intend to attend the SGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should you so wish.

2. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

3. In the case of joint holders of shares, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holder are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. The register of members of the Company will be closed from Monday, 18 June 2007 to Thursday, 21 June 2007 (both dates inclusive), during which period no transfer of Shares can be registered. In order to qualify for attending the SGM to be held on Thursday, 21 June 2007, all properly completed transfer form(s) accompanied by the relevant share certificate(s) must be lodged with the Company’s branch share registrar in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Friday, 15 June 2007.

As at the date of this notice, 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.

Please also refer to the published version of this announcement in The Standard.

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