Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2006

Mar 6, 2006

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 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 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 the 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)

DISCLOSEABLE TRANSACTION

Hong Kong, 6 March 2006

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
The Debt Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Information of the Vendor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

DEFINITIONS

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

“Acquisition”	the acquisition of the Debt Security;
“Board”	the board of Directors;
“Landsbanki Islands	Landsbanki Islands (National Bank of Iceland) is
(National Bank of Iceland)”	principally engaged in the provision of banking and
	financial services businesses;
“Company”	Rising Development Holdings Limited, a company
	incorporated in Bermuda with limited liability whose
	shares are listed on the Stock Exchange;
“Consideration”	EURO1,415,000 (approximately HK$13,111,000);
“Debt Security”	EURO1,415,000 of National Bank of Iceland 6.25%
	perpetual at the price of 100% issued by Landsbanki
	Islands (National Bank of Iceland) and the annual
	coupon rate are 6.25% and perpetual;
“Directors”	the directors of the Company;
“Group”	the Company and its subsidiaries;
“Independent Third Party”	an independent third party not connected with any of
	the Directors, chief executives or substantial
	shareholders of the Company or any of its subsidiaries
	or their respective associates, as defined in the Listing
	Rules;
“Latest Practicable Date”	2 March 2006, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information for inclusion in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong);
“Shareholder(s)”	Shareholder(s) of the Company; and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

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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)

Independent Non-Executive Directors: Fan Sai Yee, JP (Chairman) Ho Man Kay, Angela Chan Wing Yuen, Hubert

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Executive Directors:

Ng Ngan Lung, Freddy (Deputy Chairman and Chief Executive Officer) Mui Chi Hung, Clarence Chui May Ling, Margaret

Principal place of business: 16th Floor World Tech Centre 95 How Ming Street Kwun Tong Kowloon Hong Kong

6 March 2006

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION ACQUISITION OF DEBT SECURITY

INTRODUCTION

On 14 February 2006, the Board announced that on 10 February 2006, the Company has acquired of the Debt Security issued by Landsbanki Islands (National Bank of Iceland) through a securities agent.

The Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide the shareholders of the Company with the relevant information relating to the Acquisition.

* For identification purpose only

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LETTER FROM THE BOARD

THE DEBT SECURITY

Trade Date : 10 February 2006 Parties : Issuer: Landsbanki Islands (National Bank of Iceland). The Company confirms that, to the best of the directors’ knowledge, information and belief having made all reasonable enquiry, the Issuer and the ultimate beneficial owner of the Issuer are third parties independent of the Company and connected persons of the Company. Purchaser: the Company Securities a licensed broker, which is and whose agent: beneficial owners are Independent Third Parties. Debt Security : EURO1,415,000 of National Bank of Iceland 6.25% perpetual at the price of 100%. (The Debt Security is listed in Iceland and traded over the counter). Consideration : The consideration for the Acquisition of the Debt Security, which was determined by the Issuer is payable on 24 February 2006. The Acquisition of the Debt Security is currently expected to be funded by banking facility available to the Group. The Debt Security is unsecured. Reference Share Price : The unit price of the Debt Security as at 10 February 2006 was 100%. (The market price of the Debt Security as at 10 February 2006 was EURO1,415,000.) Ratings : Moody’s – Baa1 Fitch – A- Issue Date : 10 February 2006

REASONS FOR THE ACQUISITION

With the Group’s continual pursuit of a prudent and diversified investment strategy, the Directors consider that the Acquisition provides a good investment opportunity for the Group to enlarge its investment portfolio with high quality assets, and believe that the Debt Security will generate a steady income stream. The interest will be distributed quarterly on 24 May, 24 Aug, 24 Nov and 24 Feb every year.

The Directors also consider that the Acquisition will not cause any adverse impact on the working capital or gearing ratio of the Group.

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LETTER FROM THE BOARD

The Directors are therefore of the view that the Acquisition is in the best interests of the Company, which are fair and reasonable and in the best interests of the Company and its shareholders as a whole.

INFORMATION OF THE VENDOR

So far as the Directors (including independent non-executive Directors) are aware, Landsbanki Islands (National Bank of Iceland) is principally engaged in the provision of banking and financial services businesses.

GENERAL

The Group is principally engaged in investment, manufacturing and sales of fur garments and trading of fur skins.

The Acquisition constitutes a discloseable transaction of the Company under the Chapter 14 of the Listing Rules.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

By order of the Board Rising Development Holdings Limited Mui Chi Hung Director

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APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular 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 circular 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.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executives of the Company in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered into the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange were as follows:

Long positions in ordinary shares of HK$0.1 each of the Company

		Number of	Number of
		ordinary	shares held	Percentage
		Personal	Corporate	of the issued
Name of director	Capacity	interests	interests	share capital
Mr. Ng Ngan Lung	Beneficial owner_(Note 1)_	Nil	360,000,000	59.13%
	Beneficial owner_(Note 2)_	Nil	50,580,000	8.31%
	Beneficial owner	18,238,000	Nil	3%
Ms. Chui May Ling	Beneficial owner	270,000	Nil	0.04%

Notes:

1. 360,000,000 ordinary shares are owned by Rising Global Asset Limited (formerly known as Fung Kong Worldwide Limited), a company incorporated in the British Virgin Islands. Its entire issued share capital is owned by Mr. Ng Ngan Lung.

2. 50,580,000 ordinary shares are owned by Silver Sound Assets Limited, a company incorporated in the British Virgin Islands. Its entire issued share capital is owned by Mr. Ng Ngan Lung.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company had any interest or short position in the shares, underlying shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company

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APPENDIX

GENERAL INFORMATION

and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange.

3. DISCLOSURE OF INTERESTS BY SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, according to the register of interests kept by the Company under section 336 of the SFO and so far as was known to the Directors and chief executive of the Company, the following persons, other than a Director or chief executive of the Company, has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

		Approximate
	Number of	% of the issued
Name of shareholder	shares held	share capital
	(Note 1)
Rising Global Asset Ltd.	360,000,000 (L)(Note 2)	59.13%
(formerly known as Fung
Kong Worldwide Ltd.)
Silver Sound Assets Ltd.	50,580,000 (L)(Note 3)	8.31%

Notes:

1. The letter “L” denotes a long position in shares.

2. The entire issued share capital of Rising Global Asset Limited (formerly known as Fung Kong Worldwide Limited) is held and beneficially owned by Mr. Ng Ngan Lung.

3. The entire issued share capital of Silver Sound Assets Limited is held and beneficially owned by Mr. Ng Ngan Lung.

Save as disclosed above, according to the register of interests kept by the Company under section 336 of the SFO and so far as was known to the Directors and chief executives of the Company, as at the Latest Practicable Date, no person, other than a Director or chief executive of the Company, had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any options in respect of such capital.

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APPENDIX

GENERAL INFORMATION

4. SERVICE CONTRACTS

Each of the independent non-executive directors of the Company has entered into a service contract with the Company for a term of one year commencing 1 November 2005. However, such term is subject to their re-appointment by the Company at general meeting upon retirement by rotation pursuant to the bye-laws of the Company. Pursuant to the terms of the service contracts and subject to approval by the Company at general meeting, each independent non-executive director will be entitled to a fixed sum of HK$120,000 for each financial year as ordinary remuneration in respect of his capacity as a member of the board. In case the independent non-executive director is elected as the chairman of one or more board committee, he will be entitled to a fixed fee of HK$30,000 for each financial year.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors has entered into any service contracts with the Company which will not expire or may not be terminated by the Company within a year without payment of any compensation (other than statutory compensation).

5. LITIGATION

On 10th March 2004, the Company’s wholly-owned subsidiary, Rising Development Limited issued a Writ of Summons under District Court Civil Action No. DCCJ1436 of 2004 was transferred from High Court Case No. 1737 of 2003 against a former tenant to claim the sum of HK$604,000, under the tenancy agreement to recover rent together with electricity, loss and damages of the property incurred. The case is being handled by Rising Development Limited’s legal advisers.

Adequate provision had been made in the financial statements in connection with this claim.

Save as disclosed above, there is no other member of the Group as at the Latest Practicable Date engaged in any litigation or claim of material importance to the Group and no litigation or claim of material importance to the Group is known to the Directors to be pending or threatened against any member of the Group.

6. COMPETING INTEREST

As at the Latest practicable Date, insofar as the Directors are aware, none of the directors or their respective associates (as defined in the Listing Rules) have any interest in a business which competes or is likely to compete with the business of the Group.

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APPENDIX

GENERAL INFORMATION

7. GENERAL

• (a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

• (b) The Share Registrar is Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (c) The secretary and qualified accountant of the Company is Mr. Mui Chi Hung, who is an associate member of the Hong Kong Institute of Certified Public Accountants.

• (d) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

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