Pacific Online : 2019-04-15 PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Pacific Online Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

PACIFIC ONLINE LIMITED

太 平 洋 網 絡 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 543)

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Pacific Online Limited to be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Friday, 17 May 2019 at 3 : 30 p.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular, and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (http://corp.pconline.com.cn).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. no later than 3 : 30 p.m. on Wednesday, 15 May 2019) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

References to time and dates in this circular are to Hong Kong time and dates.

11 April 2019

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Buyback and Issuance Mandates . . . . . . . . . . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I - Explanatory Statement on the Buyback Mandate . . . . . . . . . . . . . . . . . .		7
Appendix II - Details of the Retiring Directors Proposed to be
	Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

''Annual General	an annual general meeting of the Company to be held at Falcon
Meeting''	Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester
	Road, Wanchai, Hong Kong on Friday, 17 May 2019 at
	3 : 30 p.m. to consider and, if appropriate, to approve the
	resolutions contained in the notice of the meeting which is set out
	on pages 15 to 19 of this circular, or any adjournment thereof;
''Articles of	the articles of association of the Company currently in force;
Association''
''Board''	the board of Directors;
''Buyback Mandate''	as defined in paragraph 2(a) of the Letter from the Board;
''Company''	Pacific Online Limited, a company incorporated in the Cayman
	Islands with limited liability, the issued shares of which are listed
	on the Main Board of the Stock Exchange;
''Director(s)''	the director(s) of the Company;
''Group''	the Company and its subsidiaries from time to time;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China;
''Issuance Mandate''	as defined in paragraph 2(b) of the Letter from the Board;
''Latest Practicable	3 April 2019, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
''RMB''	Renminbi, the lawful currency of the People's Republic of China;
''SFO''	Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong;
''Share(s)''	ordinary share(s) of HK$0.01 each in the capital of the Company
	or if there has been a subsequent subdivision, consolidation,
	reclassification or reconstruction of the share capital of the
	Company, shares forming part of the ordinary equity share
	capital of the Company;

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DEFINITIONS

''Shareholder(s)''	holder(s) of Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Takeovers Code''	the Code on Takeovers and Mergers approved by the Securities
	and Futures Commission in Hong Kong; and
''%''	per cent.

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LETTER FROM THE BOARD

PACIFIC ONLINE LIMITED

太 平 洋 網 絡 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 543)

Executive Directors:	Registered Office:
Dr. Lam Wai Yan	P.O. Box 10008, Willow House
(Chairman & Chief Executive Officer)	Cricket Square
Mr. Ho Kam Wah	Grand Cayman KY1-1001
Mr. Wang Ta-Hsing	Cayman Islands
Independent Non-executive Directors:	Principal Place of Business in
Mr. Tsui Yiu Wa, Alec	Hong Kong:
Mr. Thaddeus Thomas Beczak	Portion of Unit 807, Tower 2
Mr. Lam Wai Hon, Ambrose	Lippo Centre
	89 Queensway
	Hong Kong
	11 April 2019
To the Shareholders
Dear Sir/Madam

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF THE ANNUAL GENERAL MEETING

1.INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the number of Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors.

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