Pacific Online Limited — Proxy Solicitation & Information Statement 2009

Jun 15, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Prosperity Investment Holdings Limited (“ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, the licensed securities dealer or registered institution or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 310)

PROPOSED SHARE PREMIUM REDUCTION, DISTRIBUTION OUT OF CONTRIBUTED SURPLUS ACCOUNT AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company to be held at 12:00 noon on Thursday, 9 July 2009 at Colourful Year Seafood Restaurant at 3rd Floor, Winfield Commercial Building, 6-8A Prat Avenue, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 8 and 9 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the meeting (or adjournment thereof) to the office of the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting (or adjournment thereof) in person should you so wish.

Hong Kong, 16 June 2009

* For identification purpose only

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below:

“Board”	the board of Directors
“Business Day(s)”	a day (other than a Saturday or Sunday) on which banks
	are open for business in Hong Kong
“Bye-laws”	the bye-laws of the Company, as amended from time to
	time
“Company”	Prosperity Investment Holdings Limited, a company
	incorporated in Bermuda with limited liability, the
	securities of which are listed on the Stock Exchange
“Director(s)”	director(s) of the Company
“Effective Date”	the date on which the Share Premium Reduction shall
	become effective, being the next business day immediately
	following the date of the SGM at which the relevant
	special resolution approving the Share Premium Reduction
	will be considered by the Shareholders
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Ordinary Resolution”	the proposed ordinary resolution as referred to in the SGM
	Notice
“SGM”	the special general meeting of the Company to be
	convened and held to consider and, if thought fit, approve,
	the Share Premium Reduction and distribution out of the
	contributed surplus account of the Company

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DEFINITIONS

“SGM Notice”	the notice for convening the SGM as set out on pages 8
	and 9 of this circular
“Share(s)”	ordinary share(s) of HK$0.1 each in the capital of the
	Company
“Shareholder(s)”	holder(s) for the time being of the Share(s) of the Company
“Share Premium Account”	the share premium account of the Company
“Share Premium Reduction”	the proposed cancellation of the entire amount standing to
	the credit of the Share Premium Account to be approved
	by Shareholders at the SGM
“Special Resolution”	the proposed special resolution as referred to in the SGM
	Notice
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 310)

Executive Directors: LAM Kwing Wai, Alvin Leslie (Chairman) CHEUK Yuk Lung (Managing Director)

Independent non-executive Directors: YAN Mou Keung, Ronald CHAN Fai Yue, Leo CHAN Siu Wing, Raymond

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

Principal place of business: Room A, 11th Floor Fortune House No. 61 Connaught Road Central Central Hong Kong

Hong Kong, 16 June 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE PREMIUM REDUCTION, DISTRIBUTION OUT OF CONTRIBUTED SURPLUS ACCOUNT AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

As announced by the Company in its announcement dated 3 June 2009, the Company proposed to put forward for approval by the Shareholders (i) the Share Premium Reduction and (ii) distribution out of contributed surplus account.

* For identification purpose only

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the Share Premium Reduction and distribution out of contributed surplus account and to give you the SGM Notice.

PROPOSED SHARE PREMIUM REDUCTION

Pursuant to the Share Premium Reduction, the entire amount standing to the credit of the Share Premium Account will be cancelled and the credit arising from the Share Premium Reduction will be credited to the contributed surplus account of the Company.

Based on the unaudited management account of the Company as at 31 May 2009, the amount standing to the credit of the Share Premium Account amounted to approximately HK$91,141,250. Such amount together with any further amount accumulated up to the date of the SGM will be cancelled in full and will be credited to the contributed surplus account of the Company.

Under the Bermuda laws, the Company may apply the contributed surplus in any manner (including distribution to Shareholders) pursuant to the Companies Act 1981 of Bermuda and the Bye-laws.

(1) Reasons for the Share Premium Reduction

As mentioned in the announcement of the Company dated 3 June 2009, the Board believes that the Share Premium Reduction is beneficial to the Company and the Shareholders as a whole as the credit arising from Share Premium Reduction will be transferred to the contributed surplus account of the Company which will enable the Company to make distribution to the Shareholders at an earlier opportunity in the future.

(2) Effect of the Share Premium Reduction

Implementation of the Share Premium Reduction will not, in itself, affect the underlying assets, liabilities, business operations, management or financial position of the Company, other than the related expenses incurred which are immaterial.

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LETTER FROM THE BOARD

(3) Conditions of the Share Premium Reduction

The Share Premium Reduction is conditional upon, inter alia, the followings being fulfilled:

• (i) the passing by the Shareholders of a Special Resolution to approve the Share Premium Reduction at the SGM;

• (ii) Compliance with Section 46(2) of the Companies Act 1981 of Bermuda, including publication of a notice of the Share Premium Reduction in an appointed newspaper in Bermuda on a date not more than thirty days and not less than fifteen days before the Effective Date; and

• (iii) on the Effective Date, there are no reasonable grounds for believing the Company is, or after the Share Premium Reduction would be, unable to pay its liabilities as they become due.

(4) Effective Date of the Share Premium Reduction

Assuming the above conditions are fulfilled, it is expected that the Share Premium Reduction will become effective on the next Business Day immediately following the date of passing the relevant Special Resolution approving the Share Premium Reduction.

DISTRIBUTION OUT OF CONTRIBUTED SURPLUS ACCOUNT

As mentioned in the announcement of the Company dated 3 June 2009, the Board has resolved to recommend a distribution out of contributed surplus account of the Company of HK$0.67 per Share to Shareholders whose names appear on the register of members of the Company on Wednesday, 15 July 2009, subject to the approval of the Shareholders at the SGM.

SGM

The SGM will be held at 12:00 noon on Thursday, 9 July 2009 at Colourful Year Seafood Restaurant at 3rd Floor, Winfield Commercial Building, 6-8A Prat Avenue, Tsim Sha Tsui, Kowloon, Hong Kong, the notice of which is set out on pages 8 and 9 of this circular.

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LETTER FROM THE BOARD

The SGM Notice set out in this circular outlines the proposed Ordinary Resolution to approve the distribution out of the contributed surplus account of the Company and the proposed Special Resolution to approve the Share Premium Reduction.

A proxy form for use at the SGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the meeting (or adjournment thereof) to the office of the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting (or adjournment thereof) in person should you so wish.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, no Shareholder is required to abstain from voting on the proposed resolutions at the SGM.

PROCEDURE FOR DEMANDING A POLL AT THE SGM

Pursuant to Bye-law 66 of the Bye-laws, unless voting by way of a poll is required by the Listing Rules, every resolution submitted to a general meeting shall be determined on a show of hands in the first instance by the Shareholders unless a poll is demanded (before or upon the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) by:

• (a) the chairman of the relevant meeting; or

• (b) at least three Shareholders present in person (or in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

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LETTER FROM THE BOARD

• (d) a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the meeting, being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

In compliance with the Listing Rules, chairman of the SGM will demand that resolutions at the SGM to be voted by way of a poll.

RECOMMENDATION

The Directors consider that the proposed Share Premium Reduction and distribution out of contributed surplus account of the Company are in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolutions set out in the SGM Notice.

By Order of the Board LAM Kwing Wai, Alvin Leslie Chairman

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NOTICE OF SGM

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 of Prosperity Investment Holdings Limited (“the Company ”) will be held at 12:00 noon on Thursday, 9 July 2009 at Colourful Year Seafood Restaurant at 3rd Floor, Winfield Commercial Building, 6-8A Prat Avenue, Tsim Sha Tsui, Kowloon, Hong Kong to consider and, if thought fit, pass the following resolutions (with or without modifications) as an ordinary resolution and a special resolution of the Company respectively:—

ORDINARY RESOLUTION

• (A) “ THAT , the distribution out of the contributed surplus account of the Company of HK$0.67 per share to shareholders of the Company, whose names appear on the register of members of the Company on Wednesday, 15 July 2009 (the “ Distribution ”) be and is hereby approved.”

SPECIAL RESOLUTION

• (B) “ THAT , conditional upon compliance with Section 46(2) of the Companies Act 1981 of Bermuda, the entire amount standing to the credit of the share premium account of the Company as at the date of this meeting be cancelled (the “ Share Premium Reduction ”) on the next business day immediately following the date of passing this special resolution and the amount reduced be transferred in full to the contributed surplus account of the Company.”

By Order of the Board

LAM Kwing Wai, Alvin Leslie Chairman

Hong Kong, 16 June 2009

* For identification purpose only

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NOTICE OF SGM

Notes:

1. Any member of the Company entitled to attend and vote at the special general meeting convened by the above notice is entitled to appoint one or more proxy to attend (if such member is the holder of two or more shares of the Company) 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 special general meeting 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. In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the Hong Kong share registrar of the Company, Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the special general meeting or adjourned meeting. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the special general meeting or any adjournment thereof, should he so wish.

3. Delivery of an instrument appointing a proxy should not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolutions will be voted by way of a poll.

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