Pacific Online Limited — Proxy Solicitation & Information Statement 2015

Apr 16, 2015

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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)

PROXY FORM

Proxy form for use at the annual general meeting to be held on Friday, 29 May 2015 at 11:00 a.m. (and at any adjournment thereof)

I/We[(note][1)] of being the registered holder(s) of shares[(note][2)] of HK$0.025 each in the capital

of PROSPERITY INVESTMENT HOLDINGS LIMITED (‘‘the Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(note][3)] of as

my/our proxy to attend at the annual general meeting of the Company to be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 29 May 2015 at 11:00 a.m. (and at any adjournment thereof) and vote for me/us as indicated below[(note 4)] .

Ordinary Resolutions	Ordinary Resolutions	For(note 4)	Against(note 4)
1.	To receive, consider and adopt the audited financial statements, the directors’ report and the independent auditor’s report of the Company for the year ended 31 December 2014
2.	A. To re-elect Mr. LUI Siu Tsuen, Richard as an independent non-executive director of the Company
	B. To re-elect Ms. WONG Lai Kin, Elsa as an independent non-executive director of the Company
	C. To authorize the board of directors to fix the remuneration of the directors
3.	To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorize the board of directors of the Company to fix their remuneration
4.	A. To grant a general mandate to the board of directors of the Company to repurchase shares of the Company
	B. To grant a general mandate to the board of directors of the Company to allot and issue new shares of the Company
	C. To extend the general mandate granted to the board of directors of the Company to allot and issue new shares of the Company by the number of shares repurchased

Date: 2015 Shareholder’s signature[(note][5)] :

Notes:

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

2. Please insert the number of shares of HK$0.025 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 your 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. Toauthoritybe valid,mustthebeproxydepositedformwithtogetherthe sharewith registrarany powerof theof attorneyCompanyorinotherHongauthorityKong, Tricor(if any)Secretariesunder whichLimitedit isatsignedLevel 22,or notariallyHopewell certifiedCentre, 183copyQueenof such’s RoadpowerEast,or 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.

10. for identification purpose only