Pacific Online Limited — Proxy Solicitation & Information Statement 2013

Sep 26, 2013

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

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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 Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 25 October 2013 at 11:00 a.m. for the purposes of considering and, if thought fit, passing (with or without amendments) the following resolution:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the New IM Agreement (as amended by the Supplemental Agreement) (both as defined in the circular of the Company dated 27 September 2013 (the ‘‘Circular’’), copies of which have been produced to the meeting marked ‘‘A’’ and ‘‘B’’ respectively and signed by the chairman of the meeting for identification purpose, and the transactions contemplated therein be and are hereby generally and unconditionally approved and the directors of the Company be and are hereby authorized to do such acts and things and deliver all documents under the common seal of the Company, if necessary, as they may consider necessary, desirable or expedient in connection with the transactions contemplated under the New IM Agreement (as amended by the Supplemental Agreement); and

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• (b) the annual caps for the remuneration payable by the Company to Greater China Capital Limited under the New IM Agreement (as amended by the Supplemental Agreement) is limited as follows:

	Management	Discretionary	Total
Period covered	Fee	Bonus	Annual Caps
	HK$	HK$	HK$
From 1 November 2013 to 31 December 2013	600,000	2,850,000	3,450,000
1 January 2014 to 31 December 2014	3,600,000	3,140,000	6,740,000
1 January 2015 to 31 December 2015	3,600,000	3,450,000	7,050,000

By Order of the Board

PROSPERITY INVESTMENT HOLDINGS LIMITED Cheng Hairong

Chairman and Executive Director

Hong Kong, 27 September 2013

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and on a poll, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, a 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 returned to the Hong Kong share registrar of the Company, 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.

3. As at the date of this notice, the Board comprises one executive Director, namely Mr. Cheng Hairong, one nonexecutive Director, namely Mr. Lau Tom Ko Yuen and three independent non-executive Directors, namely Mr. Feng Nien Shu, Mr. Lui Siu Tsuen, Richard and Ms. Wong Lai Kin, Elsa.

4. for identification purpose only

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