Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2007

Jun 15, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, 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 the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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)

GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 2007 ANNUAL GENERAL MEETING

A notice convening the annual general meeting (“AGM”) of Rising Development Holdings Limited (the “Company”) to be held at the 16th Floor, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong on Wednesday, 11th July 2007 at 11:30 a.m. (the “2007 AGM”) is set out on pages 13 to 15 of this circular.

Whether or not you intend to be present at the 2007 AGM, you are requested to complete the accompanying 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 26/F., Tesbury Centre, 28 Queen’s Road East, 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 2007 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the 2007 AGM or any adjourned meeting should you so wish.

15th June 2007

• For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . .	4
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II – Details of the Retiring Directors to be Re-elected. . . . . . . . . . . . . .		10
Appendix III – Procedure by which the Shareholders may demand
	a poll at a general meeting pursuant
	to the Current Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of 2007 Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

DEFINITIONS

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

“2007 AGM”	the AGM to be convened at 11:30 a.m. on Wednesday,
	11th July 2007, notice of which is set out on pages 13
	to 15 of this circular
“AGM”	annual general meeting of the Company
“Board”	the board of Directors
“Bye-laws”	the bye-laws of the Company
“Company”	Rising Development Holdings Limited, a company
	incorporated in Bermuda with limited liability, the
	shares of which are listed on the Stock Exchange
“Connected Person”	has the same meaning as defined in the Listing Rules
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	12th June 2007, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information referred to in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share Issue Mandate”	the general and unconditional mandate proposed to
	be granted to the Directors to exercise the power of
	the Company to allot, issue and deal with Shares up
	to a maximum of 20 per cent of the aggregate nominal
	amount of the issued share capital of the Company as
	at the date of passing of the relevant resolution
	approving the grant of such mandate, as set out in the
	notice of the 2007 AGM

– 1 –

DEFINITIONS

“Share Repurchase Mandate” the general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution approving the grant of such mandate, as set out in the notice of the 2007 AGM “Share(s)” the ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholders” holders of Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” Hong Kong Code on Takeovers and Mergers

– 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)

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

15th June 2007

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 2007 ANNUAL GENERAL MEETING

1. INTRODUCTION

At the AGM of the Company held on 19th July 2006, ordinary resolutions were passed giving general mandates to the Directors to exercise the powers of the Company to repurchase Shares on Stock Exchange of up to 10 per cent of the aggregate nominal amount of its issued share capital as at 19th July 2006 and to allot, issue and otherwise deal with Shares not exceeding (i) 20 per cent of the Shares in issue as at 19th July 2006, plus (ii) (authorised by a separate ordinary resolution as required by the Listing Rules) the nominal amount of any Shares repurchased by the Company. The general mandates given on 19th July 2006 will lapse at the conclusion of the 2007 AGM.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide Shareholders with details regarding the proposed renewal of the general mandates to repurchase Shares and to allot, issue and deal with Shares and the proposed re-election of retiring Directors.

2. GENERAL MANDATE TO REPURCHASE SHARES

At the 2007 AGM, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general mandate to the Directors to exercise the power of the Company to repurchase Shares. The Shares which may be repurchased pursuant to the Share Repurchase Mandate are up to 10 per cent of the issued share capital of the Company on the date of passing the resolution approving the Share Repurchase Mandate.

An explanatory statement as required under the Listing Rules, giving certain information regarding the Share Repurchase Mandate are set out in Appendix I to this circular.

3. GENERAL MANDATE TO ISSUE SHARES

At the 2007 AGM, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general mandate to the Directors to exercise the power of the Company to allot, issue and deal with the Shares. The Shares which may be allotted and issued pursuant to the Share Issue Mandate is up to 20 per cent of the issued share capital of the Company on the date of passing the resolution approving the Share Issue Mandate. In addition, an ordinary resolution will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares purchased under the Share Repurchase Mandate, if granted.

4. RE-ELECTION OF DIRECTORS

In accordance with Bye-law 111(A) of the Company, Mr. Chan Wing Yuen, Hubert and Ms. Ho Man Kay, Angela will retire at the 2007 AGM and, being eligible, have offered themselves for re-election. Details of the said retiring Directors who are proposed to be reelected are set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

A notice convening the 2007 AGM to be held at the 16th Floor, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong on 11th July 2007 at 11:30 a.m. is set out on pages 13 to 15 of this circular. At the 2007 AGM, ordinary resolutions will be proposed to approve, inter alia, the Share Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the re-election of retiring Directors.

The procedure by which Shareholders may demand a poll at any general meeting of the Company is set out in Appendix III to this circular.

– 4 –

LETTER FROM THE BOARD

A form of proxy for use at the 2007 AGM is enclosed. Whether or not you intend to be present at the 2007 AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Branch Share Registrar in Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the 2007 AGM or any adjourned meeting if they so wish.

6. 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.

7. RECOMMENDATION

The Directors consider that the renewal of general mandates and the re-election of retiring Directors as aforesaid are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant ordinary resolutions to be proposed at the 2007 AGM.

Yours faithfully, By Order of the Board

NG Ngan Lung, Freddy Deputy Chairman and Chief Executive Officer

– 5 –

APPENDIX I

EXPLANATORY STATEMENT

The following is the Explanatory Statement required to be sent to Shareholders under the Listing Rules in connection with the Share Repurchase Mandate.

(1) LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions.

(2) SHAREHOLDERS’ APPROVAL

All share repurchases on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of Shareholders, either by way of a general mandate or by a specific resolution in relation to specific transactions.

(3) EXERCISE OF THE SHARE REPURCHASE MANDATE

It is proposed that up to 10 per cent of the Shares in issue at the date of the passing of the ordinary resolution to approve the general mandate may be repurchased. As at 12th June 2007, being the Latest Practicable Date for determining the figures, 607,268,000 Shares were in issue. On the basis of such figure (assuming no Share will be repurchased or issued between the Latest Practicable Date and the 2007 AGM date), the Directors would be authorised to repurchase Shares up to a limit of 60,726,800 Shares.

(4) REASONS FOR THE REPURCHASE OF SHARES

The Directors believe that the ability to repurchase Shares is in the best interests of the Company and the Shareholders.

Repurchases may, depending on the circumstances, result in an enhancement in net assets and/or earnings per Share. The Directors are therefore seeking the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. The number and classes 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 prevailing.

– 6 –

APPENDIX I

EXPLANATORY STATEMENT

(5) 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 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.

(6) GENERAL

It is not envisaged that any repurchase of Shares pursuant to the Share Repurchase Mandate (including repurchase of the maximum number of Shares under such mandate effected in full at any time during the period of the mandate) would have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31st March 2007). However, the Directors do not propose to exercise the Share Repurchase 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.

(7) UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates of the Directors who have a present intention, in the event that the Share Repurchase Mandate is granted by Shareholders, to sell Shares to the Company.

No Connected Persons of the Company have notified it of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any Shares to the Company in the event that the Share Repurchase Mandate is granted by Shareholders.

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

(8) EFFECT OF THE TAKEOVERS CODE

If, on exercise by the Directors of the powers of the Company to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such an increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase of the Shareholder’s interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Ng Ngan Lung, Freddy, Deputy Chairman and Chief Executive Officer of the Company, Mr. Mui Chi Hung, Clarence, Executive Director of the Company and Ms. Chui May Ling, Margaret, Executive Director of the Company beneficially interested in 435,016,000 Shares, 144,000 Shares and 270,000 Shares respectively, representing 71.63%, 0.02% and 0.04% of the total issued Shares of the Company respectively. On the basis that no further Shares are issued and repurchased prior to the 2007 AGM, in the event that the Directors exercise in full the power to repurchase Shares pursuant to the Share Repurchase Mandate, the shareholdings of Mr. Ng, Mr. Mui and Ms. Chui in the Company would be increased to approximately 79.59%, 0.03% and 0.05% respectively and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. However, as the minimum amount of Shares to be held by the public cannot be less than 25% of the issued share capital of the Company, the Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to the extent that the Company will infringe such minimum public float requirement.

(9) REPURCHASE OF SHARES

During the previous six months, the Company repurchased the following Shares on the Stock Exchange:

		No. of Shares	No. of Shares	Price per share	Price per share
Date	of Repurchase	Repurchased		Highest	Lowest
				HK$	HK$
28th	December 2006		500,000	0.330	0.320
12th	April 2007		500,000	0.360	–
13th	April 2007		312,000	0.360	–
17th	April 2007		210,000	0.370	–
25th	April 2007		6,000	0.375	–

Save as disclosed herein, neither the Company nor any of its subsidiaries repurchased any of its securities in the previous six months (whether on the Stock Exchange or otherwise).

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

(10) SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in the previous twelve months (where applicable) are as follows:

Month	Highest	Lowest
	HK$	HK$
2006
June	0.380	0.270
July	0.380	0.300
August	0.340	0.300
September	0.330	0.310
October	0.315	0.285
November	0.325	0.310
December	0.360	0.300
2007
January	0.395	0.300
February	0.340	0.300
March	0.370	0.330
April	0.405	0.350
May	0.740	0.365

– 9 –

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

The following are the particulars of the two retiring Directors proposed to be reelected at the 2007 AGM:

Mr. Chan Wing Yuen, Hubert , aged 49, is an Independent Non-executive Director of the Company. Mr. Chan holds a Higher Diploma from the Hong Kong Polytechnic. Mr. Chan had spent ten years with The Stock Exchange of Hong Kong Limited where he held the position of Director of Mainland Affairs Department of the Listing Division. He was a Director and Deputy General Manager of Guangdong Investment Limited. In addition, he was the Director of Compliance and Company Secretary of Sunevision Holdings Limited. Currently, he is the Chief Executive Officer of Interchina Holdings Company Limited. He is a member of The Institute of Chartered Secretaries and Administrators, The Hong Kong Institute of Company Secretaries, The Hong Kong Securities Institute and The Hong Kong Institute of Directors Limited.

As at the Latest Practicable Date, Mr. Chan has no interest in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Chan has entered into a service contract with the Company for a term of one year commencing 1 November 2006. 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, as an independent non-executive director, he 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 was 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.

As far as the Directors are aware and save as disclosed above, Mr. Chan does not hold any directorship in other public listed company in the last three years. Save as disclosed above, Mr. Chan does not have any other relationship with the directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2) of the Listing Rules and no other matters needed to be brought to the attention of the shareholders of the Company in relation to the re-election of retiring Directors.

Ms. Ho Man Kay, Angela, aged 44, is the founding principal of Angela Ho & Associates. Prior to commencing her own legal practice, Ms. Ho was first the managing director of the corporate finance arm of the Kingsway Group and subsequently, a partner in a law firm. 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,

– 10 –

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

Victoria of Australia and Singapore. Ms. Ho has been appointed as a Hong Kong delegate to the 9th All China Women Federation Congress and was the President of the Hong Kong Federation of Women Lawyers for the years 2002-2005. Ms. Ho is also an adjudicator of the Registration of Persons Tribunal.

As at the Latest Practicable Date, Ms. Ho has no interest in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Ms. Ho has entered into a service contract with the Company for a term of one year commencing 1 November 2006. However, such term is subject to their reappointment 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, as an independent non-executive director, she will be entitled to a fixed sum of HK$120,000 for each financial year as ordinary remuneration in respect of her capacity as a member of the board. In case the independent non-executive director was elected as the chairman of one or more board committee, she will be entitled to a fixed fee of HK$30,000 for each financial year.

Ms. Ho does not hold any directorship in other public listed company in the last three years. Save as disclosed above, Ms. Ho does not have any other relationship with the directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2) of the Listing Rules and no other matters needed to be brought to the attention of the shareholders of the Company in relation to the re-election of retiring Directors.

– 11 –

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

Bye-Law 73 of the Bye-Laws of the Company sets out the procedure by which Shareholders may demand a poll:

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

• (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.;

Unless a poll be so demanded and not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

– 12 –

NOTICE OF 2007 ANNUAL 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 IS HEREBY GIVEN that the 2007 Annual 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 on Wednesday, 11th July 2007, at 11:30 a.m. for the following purposes:–

AS ORDINARY BUSINESS

1. To receive and consider the audited financial statements and the reports of the directors and of the auditors for the year ended 31st March 2007;

2. To declare final dividend for the year ended 31st March 2007;

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;

AS SPECIAL BUSINESS

1. To consider 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

• For identification purpose only

– 13 –

NOTICE OF 2007 ANNUAL GENERAL MEETING

• (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 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 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

– 14 –

NOTICE OF 2007 ANNUAL GENERAL MEETING

• (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 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 6 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 5 provided that such amount shall not exceed 10% 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, 15th June 2007

Notes:

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

• 2 In order to be valid, 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, 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.

• 3 The Register of Members of the Company will be closed from Thursday, 5th July 2007 to Wednesday, 11th July 2007, both days inclusive, during which period no share transfers will be effected. For those Shareholders who are not already on the Register of Members, in order to qualify for the proposed final dividend, all share certificates accompanied by the duly completed transfers must be lodged with the Company’s Branch Share Registrars in Hong Kong, Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday 4th July 2007.

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