Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2008

Jul 25, 2008

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 a stockbroker or other registered dealer in securities, a 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 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 ( )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY

AND

NOTICE OF THE 2008 ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening an annual general meeting of Rising Development Holdings Limited to be held at Rooms 2004-5, 20th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Friday, 22 August 2008 at 11:30 a.m. is set out on pages 15 to 18 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.hkrising.com).

If you are not able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company 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 annual general 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 if they so wish.

* for identification purposes only

28 July 2008

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. Proposed Granting of the Buyback and Issuance Mandates . . . . . . . . . . . .	4
3. Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . .	5
4. 2008 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6. General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement on the Buyback Mandate . . . . . . .	7
Appendix II – Procedure by which Shareholders may demand
a poll at a general meeting pursuant to
the Current Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix III – Details of the retiring Directors proposed to be
re-elected at the 2008 AGM. . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

“2008 AGM”	an annual general meeting of the Company to be held at
	Rooms 2004-5, 20th Floor, World Trade Centre, 280
	Gloucester Road, Causeway Bay, Hong Kong on Friday,
	22 August 2008 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 18
	of this circular, or any adjournment thereof;
“Board”	the board of Directors;
“Buyback Mandate”	as defined in paragraph 2(a) of the Letter from the Board;
“Company”	Rising Development Holdings Limited, a company
	incorporated in Bermuda with limited liability, the shares
	of which are listed on the main board of the Stock
	Exchange;
“Current Bye-laws”	the bye-laws of the Company currently in force;
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries from time to time;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Issuance Mandate”	as defined in paragraph 2(b) of the Letter from the Board;
“Latest Practicable Date”	22 July 2008, 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;
“SFO”	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong;

– 1 –

DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.02 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; “Takeovers Code” the Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong.

– 2 –

LETTER FROM THE BOARD

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RISING DEVELOPMENT HOLDINGS LIMITED ( )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

Executive Directors:

Mr Lai Leong (Chairman and Chief Executive Officer) Mr Lee Yuk Lun (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

Principal Place of Business: Rooms 2004-2005 20th Floor, World Trade Centre 280 Gloucester Road Causeway Bay Hong Kong

28 July 2008

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND

NOTICE OF THE 2008 ANNUAL GENERAL MEETING OF THE COMPANY

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of the resolutions to be proposed at the 2008 AGM for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors.

* for identification purposes only

– 3 –

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 11 July 2007, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Up to the Latest Practicable Date, the mandate for issuance of new Shares has been substantially used while the mandate for repurchase of Shares has not been used. Both of such general mandates will lapse at the conclusion of the 2008 AGM.

Ordinary resolutions will be proposed at the 2008 AGM to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares on the Stock Exchange of an aggregate nominal amount not exceeding 10% of the total nominal amount of the issued share capital of the Company as at the date of passing such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$7,272,680 (equivalent to 363,634,000 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of the 2008 AGM) (the “Buyback Mandate”);

• (b) to allot, issue or deal with new Shares of an aggregate nominal amount not exceeding 20% of the total nominal amount of the issued share capital of the Company as at the date of passing such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$14,545,360 (equivalent to 727,268,000 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of the 2008 AGM) (the “Issuance Mandate”); and

• (c) to extend the Issuance Mandate by an amount representing the aggregate nominal amount of 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 held after the 2008 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 4 and 5 of the notice of the 2008 AGM as set out on pages 15 to 18 of this circular. With reference to the Buyback Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

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 granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to clause 111 of the Current Bye-laws, at each annual general meeting of the Company, 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.

Pursuant to the foregoing provision of the Current Bye-laws, Mr Kong Shan, David and Mr Tso Hon Sai, Bosco shall retire by rotation at the 2008 AGM. Both of the above two retiring Directors, being eligible, will offer themselves for re-election at the 2008 AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of Mr Kong Shan, David and Mr Tso Hon Sai, Bosco are set out in Appendix III to this circular.

4. 2008 AGM AND PROXY ARRANGEMENT

The notice of the 2008 AGM is set out on pages 15 to 18 of this circular. At the 2008 AGM, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the nominal amount of Shares repurchased pursuant to the Buyback Mandate and the re-election of the retiring Directors.

A form of proxy for use at the 2008 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hkrising.com). To be valid, the form of proxy must be completed and signed 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 Branch Share Registrar of the Company 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 holding the 2008 AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2008 AGM if you so wish.

– 5 –

LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting/extension of the Issuance Mandate and the re-election of the retiring Directors are in the best interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2008 AGM.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Buyback Mandate), Appendix II (Procedure by which Shareholders may demand a poll at a general meeting pursuant to the Current Bye-laws) and Appendix III (Details of the retiring Directors proposed to be re-elected at the 2008 AGM) to this circular.

Yours faithfully, By Order of the Board Lai Leong Chairman of the Board

– 6 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2008 AGM in relation to the granting of the Buyback Mandate.

1. REASONS FOR BUYBACK OF SHARES

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

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share 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 3,636,340,000 Shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the 2008 AGM in respect of the granting of the Buyback Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the 2008 AGM, i.e. being 3,636,340,000 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, Shares of an aggregate nominal amount not exceeding HK$7,272,680 (equivalent to 363,634,000 Shares), representing 10% of the aggregate nominal amount of the Shares in issue as at the date of the 2008 AGM.

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/or any other applicable laws, as the case may be.

The Company is empowered by its Memorandum of Association and the Current Bye-laws to repurchase Shares. The laws of Bermuda provide that the amount of capital paid in connection with a share repurchase by a company may only be paid out of the capital paid up on the relevant shares, or 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 a repurchase may only be paid out of the funds of the company which would otherwise be available for dividend or distribution or out of the share premium account of the company.

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

4. IMPACT OF REPURCHASES

There might be a 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 2008) 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 intend to exercise 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.

5. TAKEOVERS CODE

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. Accordingly, 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 Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Oriental Day International Limited, the controlling Shareholder, was interested in 1,915,065,000 Shares, representing approximately 52.66% of the total issued share capital of the Company. Oriental Day International Limited was beneficially owned by Mr Lai Leong, the Chairman of the Board. On the basis that the issued share capital of the Company and the shareholding of Oriental Day International Limited in the Company remain unchanged immediately before the full exercise of the Buyback Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2008 AGM, the interests of Oriental Day International Limited in the issued Shares would be increased to approximately 58.51% of the total issued share capital of the Company. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Buyback Mandate. In addition, the Directors consider that the full exercise of the Buyback Mandate will not lead to the percentage of the Company’s public float falling below 25% of the Company’s total issued share capital.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

– 8 –

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

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

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the following previous months were as follows:

Month	Highest	Lowest
	HK$	HK$
2007
July*	0.400	0.150
August*	0.384	0.186
September*	0.358	0.212
October*	0.258	0.192
November*	0.530	0.200
December*	0.420	0.280
2008
January	0.450	0.162
February	0.255	0.195
March	0.222	0.141
April	0.180	0.126
May	0.170	0.130
June	0.145	0.108
July (up to the Latest Practicable Date)	0.208	0.110

• The prices have been adjusted to take account of the sub-division of shares of the Company in December 2007.

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous six months (whether on the Stock Exchange or otherwise).

– 9 –

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

The following paragraphs set out the procedure by which Shareholders may demand a poll at a general meeting of the Company (including the 2008 AGM) 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 voting by way of a poll is required by the rules of the 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:

• (a) by the chairman of such meeting; or

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

• (c) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized 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

• (d) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized 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

• (e) if required by the rules of the Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the voting rights of all the Shareholders having the right to vote at such meeting.

In addition, in compliance with the Listing Rules, any vote of shareholders at a general meeting of a listed issuer will be taken on a poll where:

• (i) the chairman of the general meeting and/or the directors individually or collectively hold proxies in respect of shares representing 5% or more of the total voting rights at the general meeting, and the meeting votes, on a show of hands, in the opposite manner to that instructed in those proxies unless it is apparent from the total proxies held that a vote taken on a poll will not reverse the vote taken on a show of hands;

• (ii) the meeting is to approve connected transactions;

• (iii) the meeting is to approve transactions that are subject to independent shareholders’ approval pursuant to the Listing Rules;

– 10 –

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

• (iv) the meeting is to approve granting of options to a substantial shareholder or an independent non-executive director of the issuer, or any of their respective associates, as required under the Listing Rules; or

• (v) the meeting is to approve any other transactions in which a shareholder has a material interest and is therefore required to abstain from voting at the general meeting.

– 11 –

APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2008 AGM

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2008 AGM according to the Current Bye-laws, are provided below.

(1) Mr Kong Shan, David

Position and experience

Mr Kong Shan, David, aged 54, has been appointed as an executive Director with effect from 31 August 2007. Other than the aforementioned, Mr Kong does not hold any other positions in the Company or in any member of the Group. He is responsible for the business development of the Group. Mr Kong graduated from Shenzhen University in Mainland China with a diploma in Business Administration. He has more than 20 years of experience in property development and investment and corporate management in Mainland China.

Mr Kong has not held any other directorships in listed public companies in the last three years.

Length of service

Mr Kong has not entered into any service contract with the Company and has not been appointed for any fixed term. However, he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws. The provisions of the Current Bye-laws in respect of such directors’ retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Mr Kong does not have any relationships with 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 far as the Directors are aware, as at the Latest Practicable Date, Mr Kong was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr Kong is entitled to receive a remuneration of HK$10,000 per month, which is determined by the Board based on the recommendation of the remuneration committee of the Company and with reference to his qualification, duties and responsibilities with the Company, and the Company’s performance.

– 12 –

APPENDIX III DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2008 AGM

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Mr Kong involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr Kong that need to be brought to the attention of the Shareholders.

(2) Mr Tso Hon Sai, Bosco

Position and experience

Mr Tso Hon Sai, Bosco, aged 43, has been appointed as an independent nonexecutive Director with effect from 31 August 2007. He is also a member of both the audit committee and remuneration committee of the Company. Other than the aforementioned, Mr Tso does not hold any other positions in the Company or in any member of the Group. Mr Tso is currently a consultant of Messrs. Tso Au Yim & Yeung, Solicitors and he has been a Hong Kong practising solicitor since 1990. He received his bachelor of laws degree from King’s College, London. Mr Tso is currently an independent non-executive director of Fortuna International Holdings Limited (listed on the Main Board of the Stock Exchange; stock code: 530) and of Neolink Cyber Technology (Holding) Limited (listed on the Growth Enterprise Market of the Stock Exchange; stock code: 8116). Mr Tso had been an independent non-executive director of Magician Industries (Holdings) Limited (listed on the Main Board of the Stock Exchange; stock code: 526) from 31 May 2005 to 22 September 2005; and an executive director of Tiger Tech Holdings Limited (listed on the Growth Enterprise Market of the Stock Exchange; stock code: 8046) from 20 December 2006 to 4 June 2007.

Save as disclosed above, Mr Tso has not held any other directorships in listed public companies in the last three years.

Length of service

Mr Tso has not entered into any service contract with the Company and has not been appointed for any fixed term. However, he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws. The provisions of the Current Bye-laws in respect of such directors’ retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Mr Tso does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

– 13 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2008 AGM

APPENDIX III

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr Tso was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr Tso is entitled to receive a remuneration of HK$10,000 per month, which is determined by the Board based on the recommendation of the remuneration committee of the Company and with reference to his qualification, duties and responsibilities with the Company, and the Company’s performance.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Mr Tso involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr Tso that need to be brought to the attention of the Shareholders.

– 14 –

NOTICE OF THE ANNUAL GENERAL MEETING

==> picture [50 x 49] intentionally omitted <==

RISING DEVELOPMENT HOLDINGS LIMITED ( )[*]

(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 Rooms 2004-5, 20th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Friday, 22 August 2008 at 11:30 a.m. for transacting the following ordinary and special business:

AS ORDINARY BUSINESS

1. To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and of the auditors for the year ended 31 March 2008;

2. To re-elect directors, to fix the maximum number of directors, to authorize the board of directors to appoint directors and to authorize the board of directors to fix the respective directors’ remuneration;

3. To re-appoint auditors and to authorize the board of directors to fix auditors’ 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) subject to paragraph (b) below, 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 aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

* for identification purposes only

– 15 –

NOTICE OF THE 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 an ordinary resolution passed by the Company’s shareholders in a general meeting; and

  • (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) subject to paragraph (c) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the total nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) any issue of shares of the Company on the exercise of the outstanding conversion rights attaching to the Convertible Notes issued by the Company, which are convertible into shares of the Company;

• (iii) the exercise of options granted under the share option scheme of the Company; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (iv) 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,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and this approval shall be limited accordingly; and

• (d) for the purposes 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 an ordinary resolution passed by the Company’s shareholders in a general meeting; and

• (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

“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”; and

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NOTICE OF THE ANNUAL GENERAL MEETING

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

“ THAT conditional upon the passing of resolutions set out in items 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate nominal amount of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the shares purchased by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”.

By order of the Board Lai Leong Chairman of the Board

Hong Kong, 28 July 2008

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend 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. To be effective, a 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 or authority, must be deposited at 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 appointed for the holding of 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 Monday, 18 August 2008 to Friday, 22 August 2008, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, unregistered holders of shares of the Company should ensure that all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged 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, for registration not later than 4:30 p.m. on Friday, 15 August 2008.

4. In relation to the ordinary resolutions set out in items 4, 5 and 6 of the above notice, the directors wish to state that they have no immediate plan to repurchase any existing shares or issue any new shares of the Company.

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