Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2007

Nov 29, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take 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.

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 licensed securities dealer, 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 and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

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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)

SUBDIVISION OF SHARES AND CHANGE OF BOARD LOT SIZE

A notice convening the special 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 at 11:30 a.m. on Wednesday, 19 December 2007 is set out on pages 13 to 15 of this circular.

A form of proxy for use at the special general meeting is enclosed. Whether or not you are able to attend the meeting, you are requested to complete 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 Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the special general meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the special general meeting or any adjournment thereof if you so wish.

30 November 2007

• For identification purpose only

CONTENTS

		Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Timetable.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from	the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
–	Conditions of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Reasons for Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Change of board lot size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Listing and dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
–	Free exchange of share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Trading arrangement for Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Proposed re-election of retiring directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	– Details of directors proposed to be re-elected . . . . . . . . . . . . . . . . .	11
Notice of the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

– i –

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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.

– ii –

DEFINITIONS

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

“Board”	the board of Directors
“business day”	any day (other than Saturdays) on which licensed
	banks in Hong Kong are open for business during their
	normal business hours
“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
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	26 November 2007, being the latest practicable date
	prior to the bulk-printing of this circular for
	ascertaining certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Share(s)”	share(s) of HK$0.10 each in the share capital of the
	Company as at the Latest Practicable Date
“Shareholder(s)”	holder(s) of the Share(s)
“Share Subdivision”	the proposed subdivision of every Share into five
	Subdivided Shares

– 1 –

DEFINITIONS

“Special General Meeting”

“Stock Exchange”

“Subdivided Share(s)”

“HK$”

“%”

the special general meeting of the Company to be convened at 11:30 a.m. on Wednesday, 19 December 2007 at 16th Floor, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong to approve the Share Subdivision and the proposed re-election of retiring directors, the notice of which is set out on pages 13 to 15 of this circular

The Stock Exchange of Hong Kong Limited

share(s) of HK$0.02 each in the share capital of the Company upon the Share Subdivision becoming effective

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

– 2 –

TIMETABLE

Latest time for lodging forms of proxy for use at the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Monday, 17 December 2007 Time and Date of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Wednesday, 19 December 2007 Publication of further announcement for the effectiveness of the Share Subdivision . . . . . . . . . . . . . Wednesday, 19 December 2007 Effective date of Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . Thursday, 20 December 2007 Dealings in Subdivided Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 20 December 2007 Original counter for trading in existing Shares in board lots of 2,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 20 December 2007 Temporary counter for trading in Subdivided Shares in board lots of 10,000 Subdivided Shares (in the form of certificates for existing Shares) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 20 December 2007 First day of free exchange of certificates for existing Shares for new certificates for Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 20 December 2007 Original counter for trading in Subdivided Shares in board lots of 8,000 Subdivided Shares (in the form of new certificates for Subdivided Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 8 January 2008 Parallel trading in Subdivided Shares (in the form of (a) new certificates for Subdivided Shares and (b) certificates for existing Shares) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 8 January 2008 Designated broker starts to stand in the market for providing the matching services for the odd lots of the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 8 January 2008 Temporary counter for trading in Subdivided Shares in board lots of 10,000 Subdivided Shares (in the form of certificates for existing Shares) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 29 January 2008

– 3 –

TIMETABLE

Parallel trading in Subdivided Shares

• (in the form of (a) new certificates for Subdivided Shares

and (b) certificates for existing Shares) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on

Tuesday, 29 January 2008

Designated broker ceases to stand in the marketing for providing the matching services for the odd

lots of the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 29 January 2008

Last day for free exchange of certificates for existing

Shares for new certificates for Subdivided Shares . . . . . . . . . . . Tuesday, 5 February 2008

Dates stated in this circular for events in the timetable are indicative only and may be extended or varied. Any changes to the timetable will be announced as and when appropriate.

– 4 –

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

Mr. Lai Leong (Chairman) Mr. Lee Yuk Lung (Deputy Chairman) Mr. Kong Shan, David

Independent Non-Executive Directors Mr. Fok Ho Yin, Thomas Mr. Tso Hon Sai, Bosco Mr. Tsui Ching Hung

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: 16th Floor, World Tech Centre 95 How Ming Street Kwun Tong Hong Kong

To the Shareholders:

Dear Sir or Madam,

SUBDIVISION OF SHARES AND CHANGE OF BOARD LOT SIZE

INTRODUCTION

The Board would like to implement the proposed Share Subdivision, whereby the existing issued and unissued Shares of HK$0.10 each in the share capital of the Company be subdivided into five Subdivided Shares, being HK$0.02 each in the share capital of the Company. Upon the Share Subdivision becoming effective, the board lot size of the Shares will also be changed from 2,000 shares to 8,000 Subdivided Shares.

The purpose of this circular is to provide you with the information regarding, among other things, the Share Subdivision and to give you the notice of the Special General Meeting in order to enable you to make an informed decision on whether to vote for or against the resolution to the Share Subdivision.

• For identification purpose only

– 5 –

LETTER FROM THE BOARD

SHARE SUBDIVISION

The Board proposes that each of the existing issued and unissued Shares be subdivided into five Subdivided Shares.

As at the Latest Practicable Date, the authroised share capital of the Company was HK$300,000,000 comprising 3,000,000,000 Shares, of which 607,268,000 Shares have been allotted and issued. Upon the Share Subdivision becoming effective, the authorised share capital of the Company will remain at HK$300,000,000 but will comprise 15,000,000,000 Subdivided Shares. On the basis that 607,268,000 Shares are in issue as at the Latest Practicable Date, 3,036,340,000 Subdivided Shares will be in issue upon the Share Subdivision becoming effective.

The Subdivided Shares will rank pari passu in all respects with each other and other than the expenses incurred by the Company in relation to the Share Subdivision which is expected to amount to approximately HK$150,000, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders.

The following table sets out the effect on the share capital of the Company before and immediately after the Share Subdivision becomes effective:

	Before Share	Immediately after
	Subdivision	Share Subdivision
Nominal value per share	HK$0.10	HK$0.02
Authorised share capital	HK$300,000,000	HK$300,000,000
Number of authorised Shares	3,000,000,000	15,000,000,000
	Shares	Subdivided Shares
Issued share capital	HK$60,726,800	HK$60,726,800
Number of issued Shares	607,268,000	3,036,340,000
	Shares	Subdivided Shares
Unissued share capital	HK$239,273,200	HK$239,273,200
Number of unissued Shares	2,392,732,000	11,963,660,000
	Shares	Subdivided Shares

As at the Latest Practicable Date, there were no outstanding convertible securities issued and no options granted which carry rights to acquire Shares and the Directors had no present intention to grant any options under the share option scheme of the Company during the period between the Latest Practicable Date and the date of the Special General Meeting.

– 6 –

LETTER FROM THE BOARD

CONDITIONS OF THE SHARE SUBDIVISION

The Share Subdivision is conditional upon, among other matters:

1. the Shareholders at the Special General Meeting having passed an ordinary resolution approving the Share Subdivision; and

2. the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Subdivided Shares.

REASONS FOR SHARE SUBDIVISION

Upon the Share Subdivision becoming effective, the monetary value of each board lot of the Subdivided Shares will be lower than the monetary value of each existing board lot of the Shares and the transaction cost of the Subdivided Shares will likewise be reduced. The Board believes that the Share Subdivision may improve the liquidity of the Subdivided Shares and enable the Company to attract more investors and broaden its shareholder base. The Board is of the opinion that the Share Subdivision is in the interests of the Company and the Shareholders as a whole.

CHANGE OF BOARD LOT SIZE

The Shares are currently traded in board lots of 2,000 shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded in board lots of 8,000 Subdivided Shares. Based on the closing price of the Shares as at the Latest Practicable Date of HK$2.05 per Share, each board lot of 8,000 Subdivided Shares would have a market value of HK$3,280.00.

The change in board lot size upon the Share Subdivision becoming effective will result in odd lots of the Subdivided Shares. In order to alleviate the difficulties arising from the existence of such odd lots, the Company will arrange matching services for the odd lots of the Subdivided Shares during the period from Tuesday, 8 January 2008 to Tuesday, 29 January 2008 (both days inclusive). Holders of Subdivided Shares in odd lots who wish to take advantage of this facility either to dispose of their odd lots of Subdivided Shares or to round them up to full new board lot may contact Mr. Isaac Chow at telephone number 3426-6336 and address at Cheong Lee Securities Co., Limited at 19/F., CMA Building, 64–66 Connaught Road, Central, Hong Kong during the aforesaid period.

LISTING AND DEALING

Application will be made to the Stock Exchange for the listing of and permission to deal in the Subdivided Shares.

– 7 –

LETTER FROM THE BOARD

Subject to the granting of the listing of and permission to deal in the Subdivided Shares, the Subdivided 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 Subdivided Shares on the Stock Exchange or such other date as may be 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.

FREE EXCHANGE OF SHARE CERTIFICATES

Subject to the Share Subdivision having become effective, the certificates for existing Shares will only be valid for delivery, trading and settlement purpose for the period up to the end of parallel trading in Subdivided Shares (in the form of new certificates for Subdivided Shares and certificates for existing Shares) at 4:00 p.m. on Tuesday, 29 January 2008 and thereafter will not be accepted for delivery, trading and settlement purpose. However, the certificates for existing Shares will continue to be good evidence of title to the Subdivided Shares on the basis of one Share for five Subdivided Shares and may be exchanged for the new certificates for Subdivided Shares at the Company’s branch share register in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (i) free of charge between 9:00 a.m. and 4:30 p.m. (Mondays to Fridays) from Thursday, 20 December 2007 to Tuesday, 5 February 2008 , both dates inclusive; or (ii) upon payment of a prescribed fee of HK$2.50 (or such amount as may from time to time be determined by the Stock Exchange) per share certificate at any time after Tuesday, 5 February 2008 . It is expected that new certificates for Subdivided Shares will be available for collection within a period of 10 business days after submission of the certificates for existing Shares.

The new share certificates for Subdivided Shares will be in green in order to be distinguished from the certificates for existing Shares which are in yellow.

TRADING ARRANGEMENT FOR SUBDIVIDED SHARES

Subject to the Share Subdivision having become effective, dealings in the Subdivided Shares are expected to commence on Thursday, 20 December 2007 and the trading arrangement for the Subdivided Shares will be as follows:

1. from 9:30 a.m. on Thursday, 20 December 2007 , the original counter for trading in existing Shares in board lots of 2,000 Shares will be temporarily closed;

2. from 9:30 a.m. on Thursday, 20 December 2007 , the temporary counter for trading in Subdivided Share in board lots of 10,000 Subdivided Shares (in the form of certificates for existing Shares) will open. For the purpose of settlement and delivery at this temporary counter, every Share will be deemed to represent five Subdivided Shares. Only certificates for existing Shares (in yellow) can be traded at this temporary counter;

– 8 –

LETTER FROM THE BOARD

1. from 9:30 a.m. on Tuesday, 8 January 2008 , original counter for trading in Subdivided Shares in new board lots of 8,000 Subdivided Shares (in the form of new certificates for Subdivided Shares) will re-open. Only new certificates for Subdivided Shares (in green) can be traded at this counter;

2. from 9:30 a.m. on Tuesday, 8 January 2008 to 4:00 p.m. on Tuesday, 29 January 2008 (both dates inclusive), parallel trading will be in place through the temporary counter set out in sub-paragraph 2 above and the original counter set out in sub-paragraph 3 above;

3. at 4:00 p.m. on Tuesday, 29 January 2008 , the temporary counter for trading in Subdivided Shares in board lots of 10,000 Subdivided Shares (in the form of certificates for existing Shares (in yellow)) will be closed; and

4. from 9:30 a.m. on Wednesday, 30 January 2008 , trading will be carried out only in Subdivided Shares in board lots of 8,000 Subdivided Shares (in the form of new certificates for Subdivided Shares (in green)).

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In relation to resolutions no. 2 to 7 as set out in the notice of the Special General Meeting, Mr. Lai Leong, Mr. Kong Shan, David and Mr. Lee Yuk Lun will retire from office as executive Directors and Mr. Tsui Ching Hung, Mr. Fok Ho Yin, Thomas and Mr. Tso Hon Sai, Bosco will retire from office as independent non-executive Directors at the Special General Meeting pursuant to Bye-law 115 of the Bye-laws. Mr. Lai Leong, Mr. Kong Shan, David, Mr. Lee Yuk Lun, Mr. Tsui Ching Hung, Mr. Fok Ho Yin, Thomas and Mr. Tso Hon Sai, Bosco (collectively the “Retiring Directors”), being eligible, will offer themselves for re-election at the Special General Meeting pursuant to the Bye-laws.

Details of the above Retiring Directors, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix I to this circular.

SPECIAL GENERAL MEETING

The notice convening the Special General Meeting, at which ordinary resolutions will be proposed to consider, and if thought fit, to approve, with or without amendments the Share Subdivision and the proposed re-election of retiring directors, is set out on pages 13 to 15 of this circular.

A form of proxy for use at the Special General Meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete 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 Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Special General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Special General Meeting or any adjournment thereof if you so wish.

– 9 –

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL

According to Bye-law 73 of the Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless 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. A poll may be demanded as follow:

1. by the chairman of the meeting; or

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

3. by any Shareholder or Shareholders present in person (or, in the case of 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

4. by any Shareholder or Shareholders present in person (or, in the case of 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.

RECOMMENDATION

The Board considers the Share Subdivision is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders should vote in favour of the ordinary resolutions set out in the notice of Special General Meeting.

Yours faithfully, For and on behalf of the Board of

Rising Developments Holdings Limited Lai Leong Chairman

– 10 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

MR. LAI LEONG

Mr. Lai Leong, aged 43, was appointed on 31 August 2007 and is currently an executive Director. Mr. Lai is the deputy chairman, chief executive officer and an executive director of China Power New Energy Development Company Limited, a limited company in Hong Kong whose issued shares are listed on the Stock Exchange. Since 1991, Mr. Lai has worked for several property and trading companies in the PRC and has over 16 years of experience in property investment, development and management and in corporate management for companies in Hong Kong and in the PRC. Mr. Lai received the MBA degree from the Maastricht School of management in the Netherlands in 2005. Mr. Lai will be responsible for strategic planning of the Group.

MR. KONG SHAN, DAVID

Mr. Kong Shan, David, aged 53, was appointed on 31 August 2007 and is currently an executive Director. Mr. Kong graduated from Shenzhen University in the PRC with a diploma in Business Administration. Mr. Kong has more than 20 years of experience in property development and investment and corporate management in the PRC. Mr. Kong will be responsible for business development of the Group.

MR. LEE YUK LUN

Mr. Lee Yuk Lun, aged 44, was appointed on 31 August 2007 and is currently an executive Director. Mr. Lee is the Chairman of Pico Zeman Asset Management Limited and Volk Favor Food Company Limited. Mr. Lee has been engaged in the finance industry for about 15 years, and in particular in the area of mergers and acquisitions. Mr. Lee also possesses more than 10 years of experience in project investments in mainland PRC. Mr. Lee is a consultant to 北京市政協（港澳台僑）(the Committee of Hong Kong, Macau, Taiwan Compatriots and Overseas Chinese Affairs of the CPPCC Beijing Committee), a committee member of 中國人民政治協商會議北京市順義區委員會 (Committee of Shunyi District, CPPCC Beijing Committee) and the director of 北京海外聯誼會 (Beijing Chinese Overseas Friendship Association). Mr. Lee will be responsible for business development of the Group.

MR. FOK HO YIN, THOMAS

Fok Ho Yin, Thomas, aged 36, was appointed on 31 August 2007 and is currently an independent non-executive Director. Mr. Fok is a member of Hong Kong Institute of Certified Public Accountants and CPA Australia. Mr. Fok had worked in the Listing Division of the Stock Exchange and has over 12 years of experience in the field of corporate finance specializing in equity financing and financial restructuring. Presently, Mr. Fok is an executive director of Jian ePayment Systems Limited which shares are listed on the Growth Enterprise Market (“GEM”) of the Stock Exchange. Mr. Fok is also a Chartered Financial Analyst. The emolument of Mr. Fok in connection to his position as independent nonexecutive Director is HK$10,000 per month.

– 11 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

MR. TSUI CHING HUNG

Mr. Tsui Ching Hung, aged 54, was appointed on 31 August 2007 and is currently an independent non-executive Director. Mr. Tsui holds a Master of Science degree in Polymer Science and a Master of Business Administration degree from the University of Aston and University of Warwick in the United Kingdom respectively. He has over 10 years of experience in senior management positions of several multinational corporations in Hong Kong. Mr. Tsui is an executive director of China Sci-Tech Holdings Limited since 2 May 2007, which shares are listed on the Stock Exchange. He was also an executive director of Wonson International Holdings Limited from 29 November 1999 to 1 June 2007, which shares are listed on the Stock Exchange. The emolument of Mr. Tsui in connection to his position as independent non-executive Director is HK$10,000 per month.

MR. TSO HON SAI, BOSCO

Mr. Tso Hon Sai, Bosco, aged 42, was appointed on 31 August 2007 and is currently an independent non-executive Director. Mr. Tso is currently a partner of Messrs. Tso Au Yim & Yeung, Solicitors and he has been a Hong Kong practicing solicitor since 1990. Mr. Tso received his bachelor of laws degree from King’s College, London. Mr. Tso is an independent non-executive director of Fortuna International Holdings Limited and Neolink Cyber Technology (Holdings) Limited, both are companies listed on the main board and the GEM respectively on the Stock Exchange. Mr. Tso was an executive director of Tiger Tech Holdings Limited from 20 December 2006 to 5 June 2007. The emolument of Mr. Tso in connection to his position as independent non-executive Director is HK$10,000 per month.

Save as disclosed above, none of the above Retiring Directors has held any directorship in other listed public company in the last three years nor has held any other positions with the Company or other members of the Group. None of the above Retiring Directors has entered into any service contract with the Company and has no fixed term of service with the Company. The Retiring Directors are subject to the retirement by rotation at the next annual general meeting of the Company in accordance with the Byelaws. Save as disclosed above for the independent non-executive Directors, each of the Retiring Directors will be entitled to a director’s fee as determined by the Board from time to time with reference to their respective qualification, duties and responsibilities with the Company, the Company’s performance and the prevailing market conditions. None of the Retiring Directors has any relationship with any other directors, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, save for the 404,813,000 Shares which Mr. Lai Leong has interests in, none of the Retiring Directors has any interest in the Shares of the Company within the meaning of Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is no other information relating to the Retiring Directors which needs to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules and there are no other matters which need to be brought to the attention of the Shareholders in connection with the re-election of the Retiring Directors.

– 12 –

NOTICE OF SPECIAL GENERAL MEETING

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Rising Development Holdings Limited (the “ Company ”) will be held at 16th Floor, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong at 11:30 a.m. on 19 December 2007 for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the Subdivided Shares (as hereinafter defined) to be resulted from the Share Subdivision (as hereinafter defined), each of the issued and unissued shares of HK$0.10 each in the share capital of the Company be and is hereby subdivided into five shares of HK$0.02 each (the “ Subdivided Shares ”) in the share capital of the Company with effect from 9:30 a.m. on the business day (not being a Saturday) immediately following the date on which this resolution is passed (the “ Share Subdivision ”) and the directors of the Company be and are hereby authorised to issue new share certificates in respect of the Subdivided Shares to holders of existing shares of the Company pursuant to the Share Subdivision and to do all such things and execute all such documents in connection with or incidental to the Share Subdivision.”

2. “ THAT Mr. Lai Leong be and is hereby re-elected and appointed as an executive director of the Company with immediate effect to hold office until conclusion of the next annual general meeting of the Company and the fixing of his remuneration by the board of directors of the Company be and is hereby authorised, approved and confirmed.”

3. “ THAT Mr. Kong Shan, David be and is hereby re-elected and appointed as an executive director of the Company with immediate effect to hold office until conclusion of the next annual general meeting of the Company and the fixing of his remuneration by the board of directors of the Company be and is hereby authorised, approved and confirmed.”

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT Mr. Lee Yuk Lun be and is hereby re-elected and appointed as an executive director of the Company with immediate effect to hold office until conclusion of the next annual general meeting of the Company and the fixing of his remuneration by the board of directors of the Company be and is hereby authorised, approved and confirmed.”

2. “ THAT Mr. Fok Ho Yin, Thomas be and is hereby re-elected and appointed as an independent non-executive director of the Company with immediate effect to hold office until conclusion of the next annual general meeting of the Company and the fixing of his remuneration by the board of directors of the Company be and is hereby authorised, approved, confirmed and ratified.”

3. “ THAT Mr. Tsui Ching Hung be and is hereby re-elected and appointed as an independent non-executive director of the Company with immediate effect to hold office until conclusion of the next annual general meeting of the Company and the fixing of his remuneration by the board of directors of the Company be and is hereby authorised, approved, confirmed and ratified.”

4. “ THAT Mr. Tso Hon Sai, Bosco be and is hereby re-elected and appointed as an independent non-executive director of the Company with immediate effect to hold office until conclusion of the next annual general meeting of the Company and the fixing of his remuneration by the board of directors of the Company be and is hereby authorised, approved, confirmed and ratified.”

By Order of the Board of Rising Development Holdings Limited Lai Leong Chairman

Hong Kong, 30 November 2007

Registered office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong:

16th Floor, World Tech Centre 95 How Ming Street Kwun Tong Hong Kong

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, including on a poll, to vote in his/her stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy, 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, must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

As at the date of this notice, the executive directors of the Company are Mr. Lai Leong, Mr. Lee Yuk Lung and Mr. Kong Shan, David and the independent non-executive directors of the Company are Mr. Fok Ho Yin, Thomas, Mr. Tso Hon Sai, Bosco and Mr. Tsui Ching Hung

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