Pacific Online Limited — Proxy Solicitation & Information Statement 2009

Jun 15, 2009

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

Form of Proxy for the special general meeting to be held at Colourful Year Seafood Restaurant at 3rd Floor, Winfield Commercial Building, 6-8A Prat Avenue, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 9 July 2009 at 12:00 noon. I/We1 of

being the registered holder(s) of 2 shares (“ Shares ”) of HK$0.1 each in the capital of Prosperity Investment Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING 3, or of

or failing him/her of

as my/our proxy to attend and act for me/us and on my/our behalf at the special general meeting of the Company to be held at Colourful Year Seafood Restaurant at 3rd Floor, Winfield Commercial Building, 6-8A Prat Avenue, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 9 July 2009 at 12:00 noon (and at any adjournment thereof) (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting (the “ Notice ”) and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he thinks fit.

	given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly pu uch manner as he thinks fit.	given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly pu uch manner as he thinks fit.	given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly pu uch manner as he thinks fit.	t to the T 4
	SPECIAL RESOLUTION	FOR 4	AGAINS	T 4
To approve authorize th all such do expedient t	the Share Premium Reduction (as defined in the Notice) and to e directors of the Company to do all such things and acts and execute cuments, in their absolute discretion, consider necessary, desirable or ogive effect and/or implement the Share Premium Reduction.
	ORDINARY RESOLUTION
To approve surplus acc register of	the Distribution (as defined in the Notice) out of the contributed ount of the Company, to shareholders whose names appear on the members of the Company on Wednesday, 15 July 2009.

Signature5

Date

Notes:

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

2. Please insert the number of shares of HK$0.1 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 “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.

5. 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.

6. 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.

7. 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, 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 meeting or any adjournment thereof.

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

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

* For identification purposes only