Pacific Online Limited — Proxy Solicitation & Information Statement 2008

Feb 5, 2008

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 the 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 Tuesday, 26 February 2008 for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of and permission to deal in the shares of the Company in their consolidated form, every ten shares of HK$0.01 each in the issued and unissued share capital of the Company be consolidated into one share of HK$0.10 (the “ Share Consolidation ”) with effect from 9:30 a.m. on the business day (not being a Saturday) immediately following the date on which this resolution is passed and the directors of the Company be and are hereby authorized to execute or authorize such things and such documents as they may consider necessary or desirable in connection therewith.”

2. “ THAT , conditional upon resolution no. 1 set out above duly passed and subject to the fulfillment or waiver of the conditions, including the Listing Committee of the Stock Exchange granting or agreeing to grant in principle (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in the Offer Shares (as defined below) in their fully paid forms to be allotted and issued to the shareholders of the Company (the “ Shareholders ”) pursuant to the terms and conditions of the Open Offer (as defined below), as set out in the underwriting agreement dated 15 January 2008 as amended by the supplemental agreement dated 17 January 2008 (collectively the “ Underwriting Agreement ”, copies of which have been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) both 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 second business day after the last day for acceptance of the Offer Shares:

3. (i) the issue by way of open offer (the “ Open Offer ”) of 34,896,400 shares (the “ Offer Shares ”) of HK$0.10 each in the share capital of the Company to the Shareholders whose names appear on the register of members of the Company on 26 February 2008 (excluding those Shareholders (the “ Excluded Shareholders ”) with registered addresses as shown in the register of members

* For identification purpose only

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of the Company on that 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 Offer Share for every two shares of HK$0.10 each in the issued share capital of the Company held upon the Share Consolidation becoming effective and otherwise pursuant to and in accordance with the terms and conditions set out in the circular dated 6 February 2008 (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) despatched by the Company to the Shareholders be and is hereby approved;

• (ii) the Directors be and are hereby authorized to allot and issue the 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 authorized 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 recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company;

• (iii) the Underwriting Agreement and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (iv) the absence of any arrangement for application for Offer Shares by Shareholders in excess of their entitlements be and the same is hereby confirmed and approved; and

• (v) the Directors be and are hereby authorized 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 Managing Director

Hong Kong, 6 February 2008

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

Principal place of business in Hong Kong: Room A, 11th Floor

Fortune House 61 Connaught Road 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/her 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.

• (2) Whether or not you intend to attend the SGM in person, you are required 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.

• (3) In order 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 that power or authority) must be deposited at the Company’s branch share registrar in Hong Kong, Tricor 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.

• (4) 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/she 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.

• (5) The register of members of the Company will be closed from Thursday, 21 February 2008 to Tuesday, 26 February 2008 (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 Tuesday, 26 February 2008, all properly completed transfer form(s) accompanies by the relevant share certificate(s) must be lodged with the Company’s branch share registrar in Hong Kong, Tricor 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 Wednesday, 20 February 2008.

As at the date of this notice, the executive directors of the Company are Mr. Lam Kwing Wai, Alvin, Mr. Cheuk Yuk Lung and Ms. Tsui Yee Ni 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.

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