10th Floor Jardine House 1 Connaught Place Central Hong Kong. 5 December 2007

Transcription

1 The following is the text of a letter and valuation certificates, prepared for the purpose of incorporation in this prospectus received from DTZ Debenham Tie Leung Limited, an independent property r, in connection with its valuation of the properties of the Group as of. 10th Floor Jardine House 1 Connaught Place Central Hong Kong The Directors Pacific Online Limited Portion of Unit 807, Tower 2 Lippo Centre, 89 Queensway, Admiralty Hong Kong Dear Sirs, 5 December 2007 In accordance with your instructions for us to the properties held by Pacific Online Limited (the Company ) or its subsidiaries (hereinafter referred to as the Group ) in (the PRC ) and Hong Kong respectively, we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing the Group with our opinion of the s of such properties as of (the date of valuation ). Our valuation of the properties represents our opinion of its Market Value which in accordance with the Valuation Standards on Properties of the Hong Kong Institute of Surveyors is defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Our valuation excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special. In the course of our valuation of the properties in PRC, we have assumed that transferable land use rights in respect of the property interests for specific terms at nominal annual land use fees have been granted and that, unless otherwise stated, any premium payable have already been fully settled. We have relied on the advice given by the Group regarding the title to the properties. For the purpose of our valuation, we have assumed that the grantee has enforceable title to the properties. In valuing the properties, we have assumed that the grantee or the user of the properties has free and uninterrupted rights to use or to assign the property interest for the whole of the unexpired terms as granted. IV-1

2 No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property interest nor for any expenses or taxation, which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interest is free from encumbrances, restrictions and outgoing of an onerous nature, which could affect its. The properties leased to the Group have no commercial mainly due to the prohibitions against assignment and subletting or otherwise to the lack of substantial profit rents. In valuing the properties, we have complied with the requirements set out in the Valuation Standards of Hong Kong Standards (First Edition 2005) on Properties published by The Hong Kong Institute of Surveyors. We have relied to a very considerable extent on the information given by the Group and have accepted advice given by its PRC legal adviser, Tian Yuan Law Firm, on such matters as planning approvals, statutory notices, easements, tenure, completion date of buildings, building specifications, particulars of occupancy, site and floor areas and all other relevant matters. Dimension, measurements and areas included in this valuation report are based on information provided to us and are therefore only approximation. We have had no reason to doubt the truth and accuracy of the information provided. We were also advised by you that no material facts have been omitted from the information supplied. We have inspected the exterior and interior of each of the properties. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are not, however, able to report whether the properties are free of rot, infestation, or any other structural defects. No tests were carried out to any of the services. Unless otherwise stated, we have not been able to carry out detailed on-site measurements to verify the site and floor areas of the properties and we have assumed that the areas shown on the documents handed to us are correct. Unless otherwise stated, we have not been able to carry out detailed on-site measurements to verify the site areas of the properties and we have assumed that the areas shown on the copies of documents handed to us are correct. We have been provided with copies of tenancy agreements in relation to the leased properties. However, we have not searched the original documents to ascertain ownership or verify any amendments, which may not appear on the copies handed to us but have relied upon the information given to us by the Group in the respect of the Group s interests in the properties. We enclose herewith a summary of our valuation and our valuation certificates. Yours faithfully, For and on behalf of DTZ Debenham Tie Leung Limited K.B. Wong Registered Professional Surveyor (GP) China Real Estate Appraiser M.R.I.C.S., M.H.K.I.S. Director Note: Mr. K.B. Wong is a Registered Professional Surveyor and a China Real Estate Appraiser who has over 21 years experience in the valuation of properties in and Hong Kong. IV-2

3 SUMMARY OF VALUATIONS Capital in existing state attributable to the Group as of Group I Properties leased to the Group in 1. Unit 306, Block 3, 111 Zhongcao Road, Xuhui District, Shanghai, 2. Unit 601, Pacific Digital Mall, 1117 Zhaojiabang Road, Xuhui District, Shanghai, 3. Unit 602, Pacific Digital Mall, 1117 Zhaojiabang Road, Xuhui District, Shanghai, 4. Unit 542, Phase III, Pacific Digital Mall, 721 Zhangyang Road, Pudong New Area, Shanghai, 5. Unit 543, Phase III, Pacific Digital Mall, 721 Zhangyang Road, Pudong New Area, Shanghai, 6. Unit 18-1, 18 th Floor, Pacific Technology Development Centre, 52 Haidian Road, Haidian District, Beijing, 7. Unit 18-2, 18 th Floor, Pacific Technology Development Centre, 52 Haidian Road, Haidian District, Beijing, 8. Unit 904, Block 5, Furun Homestead, 6 Xueyuan Road, Haidian District, Beijing, 9. Unit 1103, 1-7 Shipai West Road, 10. Units , 1-7 Shipai West Road, the PRC 11. Units , 1-7 Shipai West Road, the PRC 12. Units G1017, G1009 & G1010, 1-7 Shipai West Road, 13. Unit G1108, 1-7 Shipai West Road, E, East Block of Tianhuige, Tianhe East Road, IV-3

4 Capital in existing state attributable to the Group as of 15. Room 29D, 7 Longkou Middle Road, the PRC 16. Unit I, 12 th Floor, Block C, Electronics S&T BLDG, 2070 Shennan Middle Road, Futian District, Shenzhen, Sub-total: Group II leased to the Group in Hong Kong 17. Portion of Unit 807, Tower 2, Lippo Centre, 89 Queensway, Hong Kong Sub-total: Total: IV-4

5 Group I Properties leased to the Group in 1. Unit 306, Block Zhongcao Road, Xuhui District, Shanghai, The property comprises a residential unit on the 3 rd level of a 28- storey residential building completed in The property has an area of approximately sq.m. (1,192 sq.ft.). The property is currently occupied by the Group for residential use. Capital in Zhao Jun, an independent third party, to (Guangzhou Pacific Computer Information Consulting Co., Ltd.), an indirectly whollyowned subsidiary of the Company, for a term of 19 months from 18 June 2006 to 18 January 2008 at a monthly rent of RMB4,736.80, exclusive of management fee and service charges. According to legal opinion, the property is joined-owned by Zhao Jun, Li Xuerong and Zhao Qiaqun. They have obtained the Building Ownership Certificate and agreed to lease the property to Guangzhou Pacific Computer Information Consulting Co., Ltd.. The lease is legal, valid, binding on both parties and enforceable. The PRC legal adviser also confirmed that the lease has not been registered in the relevant authority but it would not have material adverse impact on the Group s operation. 2. Unit 601, Pacific Digital Mall, 1117 Zhaojiabang Road, Xuhui District, Shanghai, The property comprises an office unit on the 6 th level of a 6-storey commercial building completed in about The property has an area of approximately 570 sq.m. (6,135 sq.ft.). The property is currently occupied by the Group for office use. (Shanghai Huanyu Pacific Digital Consulting Co., Ltd.), a connected person of the Group, to (Guangzhou Pacific Computer Information Consulting Co., Ltd.), an indirectly wholly-owned subsidiary of the Company, for a term of 28 months from 1 September 2007 to 31 December 2009 at a monthly rent of RMB59,850, exclusive of other outgoings. According to PRC legal opinion, the lessor has obtained the Building Ownership Certificate of the property and is entitled to lease the property. The lease agreement is legal, valid, binding on both parties and enforceable. The PRC legal adviser also confirmed that the lease has not been registered in relevant authority but it would not have material adverse impact on the Group s operation. IV-5

6 Capital in 3. Unit 602, Pacific Digital Mall, 1117 Zhaojiabang Road, Xuhui District, Shanghai, The property comprises an office unit on the 6 th level of a 6- storey commercial building completed in about The property has an area of approximately 30 sq.m. (323 sq.ft.). The property is currently occupied by the Group for office use. (Shanghai Huanyu Pacific Digital Consulting Co., Ltd.), a connected person of the Group, to (Guangdong Pacific Internet Information Service Co., Ltd.), which is effectively controlled by the Company, for a term of 28 months from 1 September 2007 to 31 December 2009 at a monthly rent of RMB3,150, exclusive of other outgoings. According to PRC legal opinion, the lessor has obtained the Building Ownership Certificate of the property and is entitled to lease the property. The lease agreement is legal, valid, binding on both parties and enforceable. The PRC legal adviser also confirmed that the lease has not been registered in relevant authority but it would not have material adverse impact on the Group s operation. 4. Unit 542, Phase III, Pacific Digital Mall, 721 Zhangyang Road, Pudong New Area, Shanghai, The property comprises an office unit on the 5 th level of a 5-storey commercial building completed in The property has an area of approximately 20 sq.m. (215 sq.ft.). The property is currently occupied by the Group for office use. (Shanghai Huanyu Pacific Digital Technology Co., Ltd.), a connected person of the Group, to (Shanghai Pan-Pacific Information Technology Co., Ltd.), a wholly-owned subsidiary of the Company, for a term of 29 months from 1 August 2007 to 31 December 2009 at a monthly rent of RMB3,000, exclusive of other outgoings. According to PRC legal opinion, the lessor has obtained the Building Ownership Certificate of the property and is entitled to lease the property. The lease agreement is legal, valid, binding on both parties and enforceable. The PRC legal adviser also confirmed that the lease has not been registered in relevant authority but it would not have material adverse impact on the Group s operation. IV-6

7 5. Unit 543, Phase III, Pacific Digital Mall, 721 Zhangyang Road, Pudong New Area, Shanghai, The property comprises an office unit on the 5 th level of a 5- storey commercial building completed in The property has an area of approximately 20 sq.m. (215 sq.ft.). The property is currently occupied by the Group for office use. (Shanghai Huanyu Pacific Digital Technology Co., Ltd.), a connected person of the Group, to (Shanghai Huanyu Pacific Network and Technology Consulting Co., Ltd.), a wholly-owned subsidiary of the Company, for a term of 28 months from 1 September 2007 to 31 December 2009 at a monthly rent of RMB3,000, exclusive of other outgoings. Capital in According to PRC legal opinion, the lessor has obtained the Building Ownership Certificate of the property and is entitled to lease the property. The lease agreement is legal, valid, binding on both parties and enforceable. The PRC legal adviser also confirmed that the lease has not been registered in relevant authority but it would not have material adverse impact on the Group s operation. 6. Unit 18-1, 18 th Floor, Pacific Technology Development Centre, 52 Haidian Road, Haidian District, Beijing, The property comprises an office unit on the 18 th level of a 18-storey office building completed in The property has an area of approximately 150 sq.m.(1,615 sq.ft.). The property is currently occupied by the Group for office use. (Beijing University Pacific Electronic Technology Co., Ltd.), a connected person of the Group, to (Guangzhou Pacific Computer Information Consulting Co., Ltd.), an indirectly wholly-owned subsidiary of the Company, for a term of 28 months from 1 September 2007 to 31 December 2009 at a monthly rent of RMB18,000, exclusive of other outgoings. Under the tenancy agreement, there is a clause that (Guangzhou Pacific Computer Information Consulting Co., Ltd.) can lease an additional space of up to 350 sq. m. for the year ending 31 December 2008 and If this additional space is leased, the monthly rent will be adjusted to the lower of (i) the then prevailing market rent or (ii) 110% of existing monthly rent that is equivalent to RMB110 per sq.m. for the year ending 31 December 2008 and According to PRC legal opinion, the Building Ownership Certificate of the property is held by (Peking University), an independent third party, who has leased the property and given the letting/ operation permission to the lessor. The lessor is entitled to lease the property. The lease agreement is legal, valid, binding on both parties and enforceable. The PRC legal adviser also confirmed that the lease has not been registered in relevant authority but it would not have material adverse impact on the Group s operation. IV-7

8 Capital in 7. Unit 18-2, 18 th Floor, Pacific Technology Development Centre, 52 Haidian Road, Haidian District, Beijing, The property comprises an office unit on the 18 th level of a 18-storey office building completed in The property has an area of approximately 20 sq.m. (215 sq.ft.). The property is currently occupied by the Group for office use. (Beijing University Pacific Electronic Technology Co., Ltd.), a connected person of the Group, to (Guangzhou Pacific Advertising Co., Ltd.), which is indirectly controlled by the Company, for a term of 28 months from 1 September 2007 to 31 December 2009 at a monthly rent of RMB2,400, exclusive of other outgoings. According to PRC legal opinion, the Building Ownership Certificate of the property is held by (Peking University), an independent third party, who has leased the property and given the letting/operation permission to the lessor. The lessor is entitled to lease the property. The lease agreement is legal, valid, binding on both parties and enforceable. The PRC legal adviser also confirmed that the lease has not been registered in relevant authority but it would not have material adverse impact on the Group s operation. 8. Unit 904, Block 5, Furun Homestead, 6XueyuanRoad Haidian District, Beijing, The property comprises a residential unit on the 9 th level of a 27-storey residential building completed in The property has an area of approximately 131 sq.m. (1,410 sq.ft.). The property is currently occupied by the Group for residential use. Liu Xiuqin, an independent third party, to (Guangzhou Pacific Computer Information Consulting Co., Ltd.), an indirectly wholly-owned subsidiary of the Company, for a term of 6 months from 14 September 2007 to 13 March 2008 at a monthly rent of RMB6,700, exclusive of utility fees. According to PRC legal opinion, the lessor cannot be able to provide the Building Ownership Certificate of the property that would have impact on the validity of the lease. The PRC legal adviser also confirmed that the lease has not been registered in relevant authority but it would not have material adverse impact on the Group s operation. IV-8

9 Capital in 9. Unit 1103, 1-7 Shipai West Road, The property comprises an office unit on the 11 th level of a 11-storey commercial building completed in The property has an area of approximately 98 sq.m. (1,055 sq.ft.). The property is currently occupied by the Group for office use. (Guangdong Pacific Electronic Technology Mall Co., Ltd.), a connected person of the Group, to (Guangdong Pacific Internet Information Service Co., Ltd.), which is effectively controlled by the Company, for a term of 27 months from 1 October 2007 to 31 December 2009 at a monthly rent of RMB9,800, exclusive of other outgoings. According to legal opinion, the Building Ownership Certificate of the property is held by (Committee of Shipai Village, Shipai Street, Guangzhou), an independent third party, whose authorised property agent has leased the property and given the letting/operation permission to the lessor. The lessor is entitled to lease the property. The lease has been registered in the relevant authority and is legal, valid, binding on both parties and enforceable. 10. Units , 1-7 Shipai West Road, The property comprises two office units on the 11 th level of a 11-storey commercial building completed in The property has an area of approximately sq.m. (795 sq.ft.). The property is currently occupied by the Group for office use. (Guangdong Pacific Electronic Technology Mall Co., Ltd.), a connected person of the Group, to (Guangzhou Pacific Advertising Co., Ltd.), which is effectively controlled by the Company, for a term of 27 months from 1 October 2007 to 31 December 2009 at a monthly rent of RMB8,500, exclusive of other outgoings. According to legal opinion, the Building Ownership Certificate of the property is held by (Committee of Shipai Village, Shipai Street, Guangzhou), an independent third party, whose authorised property agent has leased the property and given the letting/operation permission to the lessor. The lessor is entitled to lease the property. The lease has been registered in the relevant authority and is legal, valid, binding on both parties and enforceable. IV-9

10 Capital in 11. Units , 1-7 Shipai West Road, The property comprises two office units on the 11 th level of a 11-storey commercial building completed in The property has an area of approximately 410 sq.m.(4,413 sq.ft.). The property is currently occupied by the Group for office use. (Guangdong Pacific Electronic Technology Mall Co., Ltd.), a connected person of the Group, to (Guangzhou Pacific Computer Information Consulting Co., Ltd.), an indirectly wholly-owned subsidiary of the Company, for a term of 27 months from 1 October 2007 to 31 December 2009 at a monthly rent of RMB32,800, exclusive of other outgoings. According to legal opinion, the Building Ownership Certificate of the property is held by (Committee of Shipai Village, Shipai Street, Guangzhou), an independent third party, whose authorised property agent has leased the property and given the letting/operation permission to the lessor. The lessor is entitled to lease the property. The lease has been registered in the relevant authority and is legal, valid, binding on both parties and enforceable. 12. Units G1017, G1009 & G Shipai West Road, The property comprises three office units on the 10 th level of a 11-storey commercial building completed in The property has an area of approximately 270 sq.m.(2,906 sq.ft.). The property is currently occupied by the Group for office use. (Guangdong Pacific Electronic Technology Mall Co., Ltd.), a connected person of the Group, to (Guangzhou Pacific Computer Information Consulting Co., Ltd.), an indirectly wholly-owned subsidiary of the Company, for a term of 27 months from 1 October 2007 to 31 December 2009 at monthly rent of RMB27,000, exclusive of other outgoings. Under the tenancy agreement, there is a clause that (Guangzhou Pacific Computer Information Consulting Co., Ltd.) can lease an additional space of up to 350 sq. m. for the year ending 31 December 2008 and If this additional space is leased, the monthly rent will be (adjusted to the lower of (i) the then prevailing market rent or (ii) 110% of existing monthly rent that is equivalent to RMB100 per sq.m.) for the year ending 31 December 2008 and According to legal opinion, the Building Ownership Certificate of the property is held by (Committee of Shipai Village, Shipai Street, Guangzhou), an independent third party, whose authorised property agent has leased the property and given the letting/operation permission to the lessor. The lessor is entitled to lease the property. The lease has been registered in the relevant authority and is legal, valid, binding on both parties and enforceable. IV-10

11 13. Unit G1108, 1-7 Shipai West Road, The property comprises an office unit on 11 th level of a 11-storey commercial building completed in The property has an area of approximately 20 sq.m. (215 sq.ft.). The property is currently occupied by the Group for office use. Capital in (Guangdong Pacific Electronic Technology Mall Co., Ltd.), a connected person of the Group, to (Guangzhou Yingxin Computer Technology Exchange Co., Ltd.), which is effectively controlled by the Company, for a term of 27 months from 1 October 2007 to 31 December 2009 at a monthly rent of RMB2,700, exclusive of other outgoings. According to legal opinion, the Building Ownership Certificate of the property is held by (Committee of Shipai Village, Shipai Street, Guangzhou), an independent third party, whose authorised property agent has leased the property and given the letting/operation permission to the lessor. The lessor is entitled to lease the property. The lease has been registered in the relevant authority and is legal, valid, binding on both parties and enforceable E, East Block of Tianhuige, Tianhe East Road, The property comprises a residential unit on the 17 th level of a 18-storey residential building completed in The property has an area of approximately sq.m. (1,086 sq.ft.). The property is currently occupied by the Group for residential use. Li Baoshan, an independent third party, to (Guangzhou Pacific Computer Information Consulting Co., Ltd.), an indirectly wholly-owned subsidiary of the Company, for a term of 1 year from 13 November 2006 to 12 November 2007 at a monthly rent of RMB5,200, exclusive of management fee and utility fees. According to PRC legal opinion, the property is joinedowned by Li Baoshan and Li Weiquan. They have obtained the Building Ownership Certificate of the property and agreed to lease the property to Guangzhou Pacific Computer Information Consulting Co., Ltd.. The lease is legal, valid, binding on both parties and enforceable. The PRC legal adviser also confirmed that the lease has not been registered in the relevant authority but it would not have material adverse impact on the Group s operation. IV-11

12 15. Room 29D, 7 Longkou Middle Road, The property comprises a residential unit on the 29 th level of a 33-storey residential building completed in The property has an area of approximately 131 sq.m. (1,410 sq.ft.). The property is currently occupied by the Group as residential use. Capital in Yang Yang, an independent third party, to (Guangzhou Pacific Computer Information Consulting Co., Ltd.), an indirectly wholly-owned subsidiary of the Company, for a term of 1 year from 19 June 2007 to 18 June 2008 at monthly rent of RMB6,300, exclusive of management fee and service charges. According to PRC legal opinion, the lessor has obtained the Building Ownership Certificate of the property and is entitled to lease the property. The lease agreement is legal, valid, binding on both parties and enforceable. The PRC legal adviser also confirmed that the lease has not been registered in relevant authority but it would not have material adverse impact on the Group s operation. 16. Unit I, 12 th Floor, Block C, Electronics S&T BLDG, 2070 Shennan Middle Road, Futian District, Shenzhen, The property comprises an office unit on the 12 th level of a 48-storey office building completed in The property has an area of approximately sq.m.(1,341 sq.ft). The property is currently occupied by the Group for office use. (Shenzhen Zhongdian Management Ltd., Co.) an independent third party, to (Guangzhou Pacific Computer Information Consulting Ltd.), an indirectly wholly-owned subsidiary of the Company, for a term of 1 year from 1 July 2007 to 30 June 2008 at a monthly rent of RMB 10,589.30, exclusive of management fee and service charges. According to PRC legal opinion, the lessor cannot provide Building Ownership Certificate of the property that would have impact on the validity of the lease, but no material adverse impact on the Group s operation. IV-12

13 Group II leased to the Group in Hong Kong 17. Portion of Unit 807, Tower 2, Lippo Centre, 89 Queensway, Hong Kong The property comprises portion of an office unit on the 8 th level of a 41-storey office building completed in The property has an area of approximately 70 sq.m. (753 sq.ft). The property is currently occupied by the Group for office use. Capital in Kexim Company Limited, a connected person of the Group, to Pacific E-Commerce Limited, a wholly-owned subsidiary of the Company, for a term of 28 months from 1 September 2007 to 31 December 2009 at a monthly rent of HK$18,900 (approximately RMB18,000) exclusive of other outgoings. IV-13