Pacific Online Limited — Proxy Solicitation & Information Statement 2024

Jun 3, 2024

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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: 00310)

PROXY FORM

Proxy form for use at the annual general meeting to be held on Friday, 28 June 2024 at 10:30 a.m. (and at any adjournment thereof)

I/We[(note][1)] of being the registered holder(s) of shares[(note][2)] of HK$0.001 each in the capital

registered holder(s) of shares of HK$0.001 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 R1, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 28 June 2024 at 10:30 a.m. (and at any adjournment thereof) and vote for me/us as indicated below[(note 4)] or on any resolution or motion which is proposed thereat, and, if no such indication is given, at the discretion of my/our proxy(ies).

Ordinary Resolutions For[(note][4)] Against[(note][4)] 1. independentTo receive, auditorconsider’s reportand adoptof thetheCompanyauditedforfinancialthe year statements,ended 31 Decemberthe directors2023’ report and the 2A. To re-elect Mr. Ip Kwok Kwong as an independent non-executive director of the Company 2B. To re-elect Mr. Feng Nien Shu (who has served more than 9 years) as an independent non-executive director of the Company 2C. To authorise the board of directors to fix the remuneration of the directors 3. To re-appoint CL Partners CPA Limited as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration 4A. To grant a general mandate to the board of directors of the Company to repurchase shares of the Company

• 4B. To grant a general mandate to the board of directors of the Company to allot and issue new shares of the Company

• 4C. 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

Special Resolution

1. To approve the Proposed Amendments and adopt the New Bye-laws

Date: 2024

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$0.001 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. TOIMPORTANT:VOTE AGAINSTIF YOUANYWISHRESOLUTION,TO VOTE FORPLEASEANY RESOLUTION,TICK THE BOXPLEASEMARKEDTICK‘‘AGAINSTTHE BOX’’ BESIDEMARKEDTHE‘‘FORAPPROPRIATE’’ BESIDE THERESOLUTION.APPROPRIATEFailureRESOLUTION.to complete anyIF YOUor allWISHboxes 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 authorised in writing or, in the case of a corporation, this proxy form must be under its seal or under the hand of an officer or attorney duly authorised.

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. ToCompanybe valid,’s Hongthe proxyKongformbranchtogethershare withregistrar,any powerTricor ofSecretariesattorney orLimitedother atauthority17/F., Far(if any)East underFinancewhichCentre,it is16signedHarcourtor certifiedRoad, Hongcopy Kongof suchbeforepower10:30or authoritya.m. onmustWednesday,be deposited26 Junewith2024the (Hong Kong time).

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 and in such event, the form of proxy shall be deemed to be revoked.

10. Youryour votingsupply instructionsof your and foryourtheproxyMeeting’s (orofproxiesthe Company’) name(s)(theand‘‘address(es)Purposes’’).isWeon maya voluntarytransferbasisyour forandtheyourpurposeproxyof’s processing(or proxies’your) name(s)requestandforaddress(es)the appointmentto ourofagent,a proxycontractor,(or proxies)or thirdand partyinformationserviceorproviderare otherwisewho providesrelevantadministrative,for the Purposescomputerand needandtootherreceiveservicesthe information.to us for useYourin connectionand your proxywith ’sthe(orPurposesproxies’)andname(s)to suchandpartiesaddress(es)who arewillauthorizedbe retainedby forlawsuchto requestperiodtheas may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Secretaries Limited at the above address.

11. If a Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or ‘‘extreme conditions’’ announced by the HKSAR Government is/are in force at or at any time after 9:00 a.m. on the date of the meeting, the meeting will be automatically postponed or adjourned. The Company will post an announcement on the websites of the Company (www.prosperityinvestment.hk) and the Stock Exchange (www.hkexnews.hk) to notify Shareholders of the date, time and place of the rescheduled meeting.

12. The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting in person under bad weather condition bearing in mind their own situation.

13. The description of each resolution herein is by way of summary only. The full text of the resolutions are set out in the notice of the meeting.

14. The Chinese translation of this proxy form is for reference only and in case of inconsistency, the English version shall prevail.

PERSONAL INFORMATION COLLECTION STATEMENT

and‘‘Personalyour proxyData’’’s innamethisandstatementaddress.hasYourthe supplysame meaningof the Personalas ‘‘personalData datais on’’ adefinedvoluntaryin thebasisPersonaland forDatathe purpose(Privacy)ofOrdinance,processingChapteryour instructions486 of theasLawsstatedof inHongthis KongProxy (Form‘‘PDPO(the’’), ‘‘whichPurposesinclude’’). Ifyouryou fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Secretaries Limited at the above address.

• for identification purpose only