Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2005

Jul 29, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Rising Development Holdings 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 or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes 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 circular.

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RISING DEVELOPMENT HOLDINGS LIMITED （麗盛集團控股有限公司）[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 1004)

PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY AND

INCREASE IN AUTHORIZED SHARE CAPITAL AND PROPOSED BONUS ISSUE OF SHARES AND GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND RE-ELECTION OF DIRECTORS

A notice convening the annual general meeting of Rising Development Holdings Limited to be held at 16th Floor, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong on Friday, 26 August 2005 at 11:30 a.m. is set out on pages 15 to 20 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

If you do not propose to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Branch Share Registrar in Hong Kong, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting should they so wish.

29 July 2005

* For identification purpose only

CONTENTS

		Page
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		iii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Amendments to the Current Bye-laws . . . . . . . . . . . . . . . . . . . . . .	4
3.	Increase in authorized share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Bonus Share Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Buyback and Issuance Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Proposed Re-Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	– Explanatory statement on the Buyback Mandate. . . . . . . . . . . . . . .	9
Appendix II – Procedure by which the Shareholders may demand
	a poll at a general meeting pursuant
	to the Current Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix III – Details of Director proposed to be re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

– i –

RESPONSIBILITY STATEMENT

This document includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

– ii –

EXPECTED TIMETABLE

2005

Last day of dealings in Shares cum entitlements to the Bonus Share Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 17 August First day of dealings in Shares ex entitlements to the Bonus Share Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 18 August Latest time for lodging Share transfers to qualify for the Bonus Share Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m., Friday, 19 August Record date for determination of entitlements to the Bonus Share Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5:00 p.m., Friday, 19 August Register of members closed (both days inclusive) from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 22 August to . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 26 August Latest time for lodging proxy forms for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:30 a.m., Wednesday, 24 August Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m., Friday, 26 August Expected day of dispatch of certificates for the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 31 August Expected day of commence dealings in the Bonus Shares . . . . . . . . . . . . . . . . . . . . Friday, 2 September

– iii –

DEFINITIONS

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

“Annual General Meeting”	an annual general meeting of the Company to be held
	at 16th Floor, World Tech Centre, 95 How Ming Street,
	Kwun Tong, Kowloon, Hong Kong on Friday, 26
	August 2005 at 11:30 a.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 20 of this circular, or any adjournment thereof;
“Board”	the board of Directors;
“Bonus Share(s)”	the new Share(s) to be issued by the Company under
	the Bonus Share Issue;
“Bonus Share Issue”	the issue by the Company of new Shares on the basis
	of one Bonus Share for every two existing Shares held
	by Shareholders on the Record Date upon the terms
	and conditions set out in this circulars;
“Buyback Mandate”	as defined in paragraph 5.1. of the Letter from the
	Board;
“Bye-laws”	the bye-laws of the Company;
“CCASS”	the Central Clearing and Settlement System established
	and operated by HKSCC;
“Company”	Rising Development Holdings Limited, a company
	incorporated in Bermuda with limited liability, the
	shares of which are listed on the Stock Exchange;
“Current Bye-laws”	the existing Bye-laws;
“Director(s)”	director(s) of the Company;
“Group”	the Company and its Subsidiaries;
“Hong Kong”	The Hong Kong Special Administrative Region of the
	People’s Republic of China;
“HKSCC”	Hong Kong Securities Clearing Company Limited;
“Issuance Mandate”	as defined in paragraph 5.2. of the Letter from the
	Board;

– 1 –

DEFINITIONS

“Latest Practicable Date”	26 July 2005, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Record Date”	the record date for the determination of entitlements
	to the Bonus Share Issue, being 5:00 p.m., 19 August
	2005;
“Share(s)”	share(s) of HK$0.10 each in the capital of the Company
	or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the
	share capital of the Company, shares forming part of
	the ordinary equity share capital of the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subsidiary”	a subsidiary for the time being of the Company (within
	the meaning of Section 2 of the Companies Ordinance),
	whether incorporated in Hong Kong or elsewhere;
“HK$”	Hong Kong dollars.

– 2 –

LETTER FROM THE BOARD

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RISING DEVELOPMENT HOLDINGS LIMITED （麗盛集團控股有限公司）[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 1004)

Executive Directors: Ng Ngan Lung (Chairman) Chong Hong Sang (Deputy Chairman) Mui Chi Hung

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-Executive Directors:

Ho Man Kay Chan Wing Yuen, Hubert Fan Sai Yee

Principal Place of Business: 16th Floor World Tech Centre 95 How Ming Street Kwun Tong Kowloon Hong Kong 29 July 2005

To shareholders

Dear Sir/Madam,

PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY AND

INCREASE IN AUTHORIZED SHARE CAPITAL AND PROPOSED BONUS ISSUE OF SHARES AND GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND RE-ELECTION OF DIRECTORS

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the Annual General Meeting for i) the amendments of current Bye-Laws; ii) increase in authorized share capital; iii) the proposed arrangement of the Bonus Share Issue; iv) the granting of the Buyback Mandate to the Directors; v) the granting

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

of the Issuance Mandate to the Directors; vi) the extension of the Issuance Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company under the Buyback Mandate; and vii) re-election of Directors.

2. PROPOSED AMENDMENTS OF THE CURRENT BYE-LAWS

In relation to the replacement of the Code of Best Practice in Appendix 14 in the Listing Rules by a new code on Corporate Governance Practices (“Corporate Governance Code”) and the addition of a new Appendix 23 on the requirement for a Corporate Governance Report to be included in annual reports of listed issuers, the Company has reviewed its corporate governance practices with reference to the provisions of the Corporate Governance Code and the Current Bye-laws and considers that it is necessary to bring the Bye-laws in line with the amended Listing Rules, in particular, paragraph A.4.2 of Appendix 14 which recommends that (a) every Director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years; and (b) all Directors appointed to fill a casual vacancy should be subject to election by Shareholders at the first general meeting after their appointment; and paragraph E.2.1 which recommends the Directors to demand a poll in certain circumstances.

The proposed amendments to the Current Bye-laws are stated in the proposed special resolution no. 5 in the notice convening the Annual General Meeting as set out on pages 15 to 20 of this circular. A copy of the Current Bye-laws will be available for inspection at the Company’s principal place of business in Hong Kong at 16th Floor, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong during normal business hours from the date hereof up to and including the date of the Annual General Meeting.

3. INCREASE IN AUTHORIZED SHARE CAPITAL

As at the Latest Practicable Date, the authorized share capital of the Company was HK$100,000,000 divided into 1,000,000,000 Shares of HK$0.10 each of which 399,264,000 Shares had been issued. In order to cater for the Bonus Share Issue and any other allotments or issue of Shares pursuant to the general mandates to be sought from the Shareholders at the Annual General Meeting, it is proposed to increase the authorized share capital of the Company from HK$100,000,000 to HK$300,000,000 by the creation of 2,000,000,000 additional Shares of HK$0.10 each and such Shares will rank pari passu in all respects with the existing share capital of the Company.

The Directors wish to state that currently they have no plan to issue any additional new Shares other than pursuant to the Bonus Share Issue.

4. BONUS SHARE ISSUE

The Directors have recommended, subject to the conditions set out below, a bonus issue of new Shares on the basis of one Bonus Share, credited as fully paid, for every two existing Shares held by Shareholders whose names appear on the register of members of the Company on the Record Date (including those with registered addresses outside Hong Kong) by way of the capitalisation of amounts standing to the credit of the Company’s

– 4 –

LETTER FROM THE BOARD

share premium account. The Bonus Shares will rank pari passu in all respects with the existing issued Shares except that holders of the Bonus Shares shall not be entitled to any distributions, if any, declared at the Annual General Meeting.

Fractional entitlements to the Bonus Shares will not be issued to Shareholders but will be aggregated and sold for the benefit of the Company.

As at the Latest Practicable Date, there were an aggregate of 399,264,000 Shares in issue, on which basis and assuming no further Shares are issued after the Latest Practicable Date and up to the Record Date, 199,632,000 Bonus Shares of HK$0.1 each will be issued pursuant to the Bonus Share Issue and a total sum of HK$19,963,200 standing to the credit of the share premium account of the Company will be capitalized and the issued share capital of the Company will be enlarged to 598,896,000 Shares.

A. REASONS FOR THE BONUS SHARE ISSUE

The Directors believe that the Bonus Share Issue will enhance the liquidity of the Shares in the market and the Bonus Share Issue will also provide the Shareholders with an opportunity to obtain further equity participation in the Company, thereby enlarging the Shareholders’ base.

B. COMPLETION OF BONUS SHARE ISSUE

The Bonus Share Issue is conditional and completed upon:

• (a) the passing of an ordinary resolution to approve, inter alia, the Bonus Share Issue and the capitalization of an appropriate amount standing to the credit of the share premium account of the Company for the Bonus Share Issue on the terms set out in the notice of the Annual General Meeting; and

• (b) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Bonus Shares.

C. LISTING AND DEALINGS

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in the Bonus Shares. No part of the Company’s securities is listed or dealt in on any other stock exchange and no such listing or permission to deal is being, or is proposed to be sought. It is expected that Shareholders will be able to deal in the Bonus Shares on 2 September 2005.

Conditional upon the passing of the resolution at the Annual General Meeting approving the Bonus Share Issue, it is expected that certificates for the Bonus Shares (which are not renounceable) will be posted to those entitled thereto at their own risk on or about 31 August 2005. In the case of a joint holding, the certificates for the Bonus Shares will be posted to the address of the person whose name appears first on the register of members of the Company on the Record Date.

– 5 –

LETTER FROM THE BOARD

Subject to the granting of listing of, and permission to deal in the Bonus Shares, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Bonus Shares on the Stock Exchange or such other date(s) as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Dealings in the Bonus Shares may be settled through CCASS. You should seek the advice of your stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect your rights and interests.

D. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 22 August 2005 to 26 August 2005, both days inclusive, in order to determine entitlements to the Bonus Share Issue, during which period no transfer of Shares can be registered and no shares will be allotted and issued on the exercise of the subscription rights attaching to the outstanding share options granted by the Company.

The last day for dealings in Shares cum entitlements to the Bonus Share Issue will be 17 August 2005. In order to qualify for the proposed Bonus Share Issue, Shareholders are reminded that they must lodge completed transfer forms together with the relevant Share certificates with the Company’s Branch Share Registrar in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:30 p.m. on 19 August 2005.

E. TAXATION

Shareholders are recommended to consult their professional advisers as to the tax implications of the Bonus Share Issue, in particular, whether the Bonus Share Issue would be regarded as a transaction of an income or capital nature or make such Shareholders liable to taxation. It is emphasised that the taxation implications of the Bonus Share Issue are matters for Shareholders themselves and neither the Company nor any of its Directors can accept responsibility for any tax effect on, or liabilities of, its Shareholders.

Dealings in the Bonus Shares will be subject to Hong Kong stamp duty. No stamp duty will be levied on dealings in the Bonus Shares under the laws of the Bermuda Islands.

F. ADJUSTMENT TO EXERCISE PRICE IN RESPECT OF OUTSTANDING SHARE OPTIONS

As at the Latest Practicable Date, share options for the subscription for 6,600,000 Shares granted by the Company had remained outstanding. The exercise prices of these outstanding share options are HK$0.38 per Share and HK$0.29 per Share respectively.

– 6 –

LETTER FROM THE BOARD

In accordance with the rules of the share option scheme adopted by the Company on 30 July 2004, holders of outstanding share options who have not exercised their share options prior to the Record Date will be entitled to adjustments to the exercise price in respect of the outstanding share options. Option holders will be notified in due course of the adjusted exercise price in respect of their outstanding share options.

5. BUYBACK AND ISSUANCE MANDATES

Ordinary resolutions will be proposed at the Annual General Meeting to approve the grant of new general mandates to the Directors:

1. To purchase Shares on the Stock Exchange of an aggregate nominal amount of up to ten per cent. of the aggregate nominal amount of the issued share capital on the date of passing of such resolution (“Buyback Mandate”);

2. To allot, issue or deal with Shares of an aggregate nominal amount of up to twenty per cent. of aggregate nominal amount of the share capital on the date of passing such resolution (“Issuance Mandate”); and

3. To extend the Issuance Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in resolutions numbered 8 and 9 set out in the notice of the Annual General Meeting.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Buyback Mandate. An explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

6. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Bye-law 111(A), Ms. Ho Man Kay, Angela and Mr. Fan Sai Yee will retire at the forthcoming AGM and, being eligible, offer themselves for re-election.

The particulars of the retiring Directors who have offered themselves for re-election are set out in Appendix III to this circular.

– 7 –

LETTER FROM THE BOARD

7. ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 15 to 20 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the amendments to the Current Bye-laws, the increase in authorised share capital, Bonus share issue, the granting of the Buyback Mandate and Issuance mandate and relection of directors.

A form of proxy for use at the Annual General Meeting is also enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk). To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s Branch Share Registrar in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting if they so wish.

8. RECOMMENDATION

The directors consider that the amendments to the Current bye-laws, increase in authorised share capital, Bonus share issue, the granting of the Buyback Mandate, granting/ extension of the Issuance Mandate and re-election of Directors are in the interests of the Company and the Group and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

9. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory statement on Buyback Mandate), Appendix II (Procedure by which the Shareholders may demand a poll at a general meeting pursuant to the Current Bye-Laws) and Appendix III (Details of Director proposed to be elected at the Annual General Meeting) to this circular.

Yours faithfully,

On behalf of the Board

Ng Ngan Lung Chairman

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

This Appendix serves an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the buyback Mandate.

1. REASONS FOR SHARE BUYBACK

The Directors believe that the proposed granting of the Buyback Mandate is in the interest of the Company and the Shareholders.

Repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net assets and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 399,264,000 Shares.

Assuming that no other Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 39,926,400 Shares during the period in which the Buyback Mandate remains in force.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and bye-laws, the laws of Bermuda and other applicable laws.

The Company is empowered by its memorandum of association and bye-laws to repurchase its Shares. The laws of Bermuda provide that the amount of capital paid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for such purpose. The amount of premium payable on repurchase may be paid out of funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2005) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Buyback Mandate

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. GENERAL

None of the Directors or, to the best of their knowledge and having made all reasonable enquiries, any of their respective associates, having any present intention to sell any Shares to the Company or its subsidiaries in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the Buyback Mandate in accordance with the Listing Rules and applicable laws of Bermuda.

No connected person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the granting of the Buyback Mandate is approved by the Shareholders.

If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code for all Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Mr. Ng Ngan Lung, Chairman of the Company was beneficially interested in 273,720,000 Shares, representing 68.56% of the total issued Shares of the Company. On the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, in the event that the Directors exercise in full the power to repurchase Shares pursuant to the Buyback Mandate, the shareholdings of Mr Ng in the Company would be increased to approximately 76.17% of the total issued share capital of the Company. The Directors will not make repurchase of Shares if the result of the repurchase would be that less than 25% of the issued share capital of the Company would be in public hands. The Directors are not aware of any consequences which will arise under the Takeovers Code as a consequences which will arise under the Takeovers Code as a consequence of any repurchases pursuant to the Buyback Mandate.

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the previous 12 months form July 2004 to June 2005 were as follows:

Month	Highest	Lowest
	HK$	HK$
2004
July	0.610	0.400
August	0.510	0.455
September	0.500	0.470
October	0.490	0.470
Novemeber	0.680	0.475
December	0.620	0.580
2005
January	0.640	0.590
February	0.630	0.600
March	0.670	0.600
April	0.660	0.550
May	0.650	0.610
June	0.670	0.620

6. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months (whether on the stock Exchange or otherwise) preceding the date of this circular.

– 11 –

APPENDIX II PROCEDURE BY WHICH THE SHAREHOLDERS MAY DEMAND A POLL AT A GENERAL MEETING PURSUANT TO THE CURRENT BYE-LAWS

The following paragraphs set out the procedure by which the Shareholders may demand a poll at a general meeting of the Company (including the Annual General Meeting) pursuant to the Current Bye-laws.

According to clause 73 of the Current Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (a) the chairman of the meeting; or

• (b) at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

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APPENDIX III

DETIALS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the Director who will retire at the Annual General Meeting according to the Current Bye-Laws and will be proposed to be re-elected at the Annual General Meeting are provided below.

Ms. Ho Man Kay, Angela, aged 42, an independent non-executive Director

Experience

Ms. Ho Man Kay, Angela, aged 42, was appointed as an independent non-executive director on 12 September 1997. She is the partner of Messrs. P. C. Woo & Co. Solicitors & Notaries. Prior to joining her present firm, Ms. Ho was the managing director of the corporate finance arm of Kingsway Group, Kingsway Capital Limited. She has been a practising lawyer in Hong Kong since 1989, specialising in corporate commercial law and is also admitted as a solicitor in England, the Australian Capital Territory, Queensland, New South Wales, Victoria of Australia and Singapore. Ms. Ho has been appointed as a Hong Kong delegate to 9th All China Women Federation Congress and was President of the Hong Kong Federation of Women Lawyers for the previous 3 years. Ms. Ho is also an adjudicator of the Registration of Persons Tribunal.

Length of service and emoluments

There is a service contract for an initial term of 1 year between the Company and Ms. Ho Man Kay, Angela. Ms Ho is receiving an annual remuneration of HK$140,000. Her emoluments are determined by reference to the Company’s standard scale of emoluments for independent non-executive directors.

Relationships

Other than the relationship arising from her being an independent non-executive Director, Ms. Ho does not have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Ms Ho was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

There are no other matters which need to be brought to the attention of the shareholders.

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APPENDIX III DETIALS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Fan Sai Yee, J.P. aged 59, an independent non-executive Director

Experience

Mr. Fan Sai Yee, J.P., aged 59, was appointed an independent non-executive director of the Company in September 2004. He is currently a partner of Fan, Chan & Co., a firm of Certified Public Accountants (Practising). He is a fellow member of the Hong Kong Institute of Certified Public Accountants, The Institute of Chartered Secretaries and Administrators, CPA Australia, The Hong Kong Institute of Directors Limited. Mr. Fan has been in public practice for 29 years, and has extensive experience in corporate consulting and tax advisory services. His extensive public services included serving as member of a number of Government appointed advisory committees. He was elected as one of the Ten Outstanding Young Person of Hong Kong in 1986.

Length of service and emoluments

There is a service contract for an initial term of 1 year between the Company and Mr. Fan Sai Kee. Mr. Fan is receiving an annual remuneration of HK$120,000. His emoluments are determined by reference to the Company’s standard scale of emoluments for independent non-executive directors.

Relationships

Other than the relationship arising from his being an independent non-executive Director, Mr. Fan does not have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Fan was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

There are no other matters which need to be brought to the attention of the shareholders.

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NOTICE OF THE ANNUAL GENERAL MEETING

==> picture [62 x 61] intentionally omitted <==

RISING DEVELOPMENT HOLDINGS LIMITED （麗盛集團控股有限公司）[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 1004)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Rising Development Holdings Limited (the “Company”) will be held at 16th Floor, World Tech Centre, 95 How Ming Street, Kowloon, Hong Kong on Friday, 26 August 2005, at 11:30 a.m. for the following purposes:–

1. To receive and consider the audited consolidated financial statements and the reports of the directors and of the auditors for the year ended 31 March 2005;

2. To declare final dividend;

3. To re-elect directors, to fix the maximum number of directors, and to authorise the board to appoint additional directors and fix the directors’ remuneration;

4. To re-appoint auditors and to authorise the board to fix their remuneration;

5. To consider as special business and, if thought fit, pass with or without amendments the following resolution as a special resolution:

6. “ THAT the Bye-laws of the Company be and are hereby amended in the following manner:

7. (a) By deleting the existing Bye-law 73 in its entirety and substituting therefor the following new Bye-law 73:

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the rules of the appointed stock exchange or a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the Chairman of the meeting; or

• (ii) by at least three shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

* For identification purpose only

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NOTICE OF THE ANNUAL GENERAL MEETING

• (iii) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (iv) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

• (v) if required by the rules of the appointed stock exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent or more of the voting rights of all the shareholders having the right to vote at the meeting.;

• (b) By inserting the following sentence immediately at the end of the existing Bye-law 75:

The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the appointed stock exchange.;

• (c) By deleting the existing Bye-law 111. (A) in its entirety and substituting therefor the following new Bye-law 111. (A):

At each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation such that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Company at the general meeting at which a Director retires may fill the vacated office.;

• (d) By deleting the existing Bye-law 115 in its entirety and substituting therefor the following new Bye-law 115:

Subject to authorisation by the shareholders in general meeting, the Directors shall (until and unless such authorisation is revoked) have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or (subject to the provisions of the Companies Act) as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number

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NOTICE OF THE ANNUAL GENERAL MEETING

determined from time to time by the shareholders in general meeting. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of a Director appointed to fill a casual vacancy) or until the next following annual general meeting (in the case of a Director appointed as an addition to the Board) and shall then be eligible for re-election at that meeting. Any Director appointed pursuant to this Bye-Law shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation pursuant to Bye-Law 111(A);

and that the directors be and are hereby authorised to do all acts, deeds and things as they shall, in their absolute discretion, deem fit in order to complete the foregoing.”;

1. To consider as special business and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“ THAT the authorized share capital of the Company be and is hereby increased from HK$100,000,000 to HK$300,000,000 by the creation of 2,000,000,000 additional shares of HK$0.10 each and such shares will rank pari passu in all respects with the existing share capital of the Company.”;

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, an permission to deal in, the new shares of HK$0.10 each in the capital of the Company to be issued pursuant to this resolution (“Bonus Shares”), as recommended by the directors of the Company (“Director”), a sum of HK$19,963,200 being part of the amount standing to the credit of the share premium account of the Company, or such greater sum as shall be necessary to give effect to the issue of the Bonus Shares, be capitalised and the Directors be and are hereby authorised to apply such sum in paying up in full at par such number of Bonus Shares to be allotted and credited as fully paid to the shareholders of the Company whose names appear on the Register of Members of the Company on 5:00 p.m., 19 August 2005 (“Record Date”) on the basis of one Bonus Share for every two shares held by such shareholders on the Record Date and that the Bonus Shares shall rank pari passu in all respects with the existing issued shares except that the Bonus Shares shall not entitled to any distribution, if any, declared at the date of passing of this resolution and fractional entitlements to the Bonus Shares shall not be issued but shall be aggregated and sold for the benefit of the Company,”;

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NOTICE OF THE ANNUAL GENERAL MEETING

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total nominal amount of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total nominal amount of the existing share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; or

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.”;

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements and options which would or might require shares to be allotted, issued or dealt with during or after the end of the Relevant Period (as defined below), be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions

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NOTICE OF THE ANNUAL GENERAL MEETING

or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible grantee pursuant to the scheme of shares or rights to acquire shares of the Company, or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, the total nominal amount of additional shares to be issued, allotted, dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with shall not in total exceed 20% of the existing total nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (b) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; or

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.”; and

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT the general mandate granted to the Directors of the Company pursuant to resolution numbered 9 above and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the addition thereto the total nominal amount of shares in the capital of the Company repurchased by the Company pursuant to the exercise by the Directors of the Company of the powers of the Company to purchase such shares since the granting of such general mandate referred to in the above resolution numbered 8 provided that such amount shall not exceed 10%

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NOTICE OF THE ANNUAL GENERAL MEETING

of the total nominal amount of the issued share capital, as at the date of passing of this resolution.”.

By order of the Board Mui Chi Hung, Clarence Company Secretary

Hong Kong, 29 July 2005

Notes:

1. A member of the Company who is entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must attend in person to represent the member. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power of authority, must be deposited with the Company’s Branch Share Registrar in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting, or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. The Register of Members of the Company will be closed from 22 August 2005 to 26 August 2005 both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the entitlement to the proposed final and special dividends for the year ended 31 March 2005 and for attending the Meeting convened by the above notice, all transfers accompanied by the relevant share certificate and transfer forms must be lodged with the Company’s Branch Share Registrar in Hong Kong, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:30 p.m. on 19 August 2005.

In relation to the ordinary resolutions nos. 8 to 10 set out in the above notice, the Directors wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company.

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