Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2009

May 26, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker 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 and the accompanying form of proxy to the purchaser or transferee, or to the bank manager, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the content of this circular.

==> picture [52 x 51] intentionally omitted <==

RISING DEVELOPMENT HOLDINGS LIMITED ( )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

THE DEEDS OF SETTLEMENT AND THE SUBSCRIPTION AGREEMENTS

Financial adviser to Rising Development Holdings Limited

==> picture [115 x 39] intentionally omitted <==

A notice convening the special general meeting of Rising Development Holdings Limited to be held at Rooms 2004-2005, 20/F, World Trade Centre, 280 Gloucester Road, Causeway Bay Hong Kong at 4:30 p.m. on 12 June 2009 is set out on pages 11 to 12 of this circular. Whether or not you are able to attend the special general meeting, you are advised to read the notice and to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrars, 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 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 adjourned meeting should you so wish.

• For identification purpose only

27 May 2009

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

DEFINITIONS

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

• “2008 Convertible Notes”

• the 1% coupon convertible notes due 2011 in the aggregate principal amount of HK$837,000,000 issued by the Company on 11 April 2008, of which all principal amount remains outstanding as at the Latest Practicable Date

• “Board” the board of Directors

• “Business Day”

• means any day (other than a Saturday or Sunday) on which licensed banks are open for general banking business in Hong Kong

• “CN Holders”

• Mr. Wang Hong, Mr. Chen JianJun and Mr. Zou QuanBo

• “Company”

• “Conversion Shares”

• Rising Development Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange 1,241,550,000 Shares which will fall to be allotted and issued upon conversion of the New Convertible Notes at the conversion price of HK$0.60 per Share (subject to adjustment)

• “Deeds of Settlement”

• the three deeds of settlement to be entered into between the Company and each of the CN holders respectively upon completion of the Subscription Agreements

• “Director(s)”

• the director(s) of the Company

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 25 May 2009, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information referred to in this circular

• “Listing Committee”

• has the meaning attributed to that term in the Listing Rules

– 1 –

DEFINITIONS

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Maturity Date”

• the third anniversary of the date of issuance of the New Convertible Notes

• “New Convertible Notes” the zero coupon convertible notes due 2012 in the aggregate principal amount of HK$744,930,000 to be issued by the Company to the CN Holders pursuant to the Subscription Agreements

• “October Convertible Notes” the zero coupon convertible notes due 2011 in the aggregate principal amount of HK$43,200,000 issued by the Company on 15 October 2008

• “SGM”

• the special general meeting of the Company to be held at which resolution(s) will be proposed to consider and, if thought fit, approve, the Transaction

• “Share(s)”

• ordinary share(s) of HK$0.01 each in the issued share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subscription Agreements” the three subscription agreements dated 18 May 2009 entered into between the Company and each of the CN Holders respectively in respect of, among other things, the subscription of the New Convertible Notes

• “Takeovers Code” the Codes on Takeovers and Mergers and Share Repurchases

• “Transaction” the entering into of the Subscription Agreements and the transactions contemplated thereunder

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• per cent

– 2 –

LETTER FROM THE BOARD

RISING DEVELOPMENT HOLDINGS LIMITED

(

)[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

Executive Directors: Registered office: Mr. Lai Leong Clarendon House Mr. Lee Yuk Lun 2 Church Street Mr. Kong Shan, David Hamilton HM 11 Bermuda

Independent non-executive Directors:

Mr. Fok Ho Yin, Thomas Principal place of business in Hong Kong: Mr. Tsui Ching Hung Rooms 2004-2005, 20/F Mr. Tso Hon Sai, Bosco World Trade Centre 280 Gloucester Road Causeway Bay Hong Kong

27 May 2009

To the Shareholders

Dear Sir or Madam,

THE DEEDS OF SETTLEMENT AND THE SUBSCRIPTION AGREEMENTS

INTRODUCTION

As announced by the Company on 19 May 2009, the Company entered into the Deeds of Settlement and the Subscription Agreements with each of the CN Holders.

The purpose of this circular is to provide you with information regarding, among other things, the Transaction and to give you the notice of the SGM.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

THE DEEDS OF SETTLEMENT

Parties: (a) The Company (b) the CN Holders

On 21 December 2007, the Company and Perfect Fair Limited (a wholly owned subsidiary of the Company) entered into a sale and purchase agreement with the CN Holders, pursuant to which the CN Holders conditionally agreed to sell and Perfect Fair Limited conditionally agreed to purchase the entire issued share of Oriental Harvest Development Limited at the aggregate consideration of HK$1,137,000,000. The consideration was satisfied as to HK$300,000,000 by cash and as to HK$837,000,000 by the issue of the 2008 Convertible Notes by the Company to the CN Holders. As at the Latest Practicable Date, the 2008 Convertible Notes are held as to HK$83,700,000 by Mr. Wang Hong, HK$334,800,000 by Mr. Chen JianJun and HK$418,500,000 by Mr. Zou Quan Bo.

The Company intended to enter into the Deeds of Settlement with each of the CN Holders upon the completion of the Subscription Agreements. Upon due execution and delivery of the Deeds of Settlement, the Company shall issue and deliver to each of the CN Holders the New Convertible Notes in the aggregate principal amount of HK$744,930,000 with a term of 3 years pursuant to the Subscription Agreements. Pursuant to the Deeds of Settlement, each of the CN Holders irrevocably accept and agree that the obligations of the Company under the 2008 Convertible Notes will be fully and finally discharged and thereafter each of the CN Holders shall have no recourse against the Company. Details of the New Convertible Notes are set out in the paragraph “Principal terms of the New Convertible Notes” below.

To the best knowledge of the Directors having made reasonable enquiries, the CN Holders are not directors, chief executives or substantial shareholders of the Company or any of its subsidiaries or associates of any of them. Accordingly the CN Holders are parties independent of and not connected with the Company and its connected persons.

THE SUBSCRIPTION AGREEMENTS

Date: 18 May 2009 (after the trading hours of the Stock Exchange)

Parties: (a) The Company as issuer (b) the CN Holders as subscribers

Subject to the fulfillment of the conditions as set out in the paragraph headed “Conditions of the Subscription Agreements” below, each of the CN Holders agreed to subscribe for the New Convertible Notes and according to the Subscription Agreements entered into with each of the CN holders, the New Convertible Notes will be held as to HK$74,493,000 by Mr. Wang Hong, HK$297,972,000 by Mr. Chen JianJun and HK$372,465,000 by Mr. Zou QuanBo respectively.

– 4 –

LETTER FROM THE BOARD

Principal terms of the New Convertible Notes

Principal amount in HK$744,930,000 aggregate:

Maturity Date:

The third anniversary of the date of issuance of the New Convertible Notes.

Interest:

The New Convertible Notes will bear no interest.

Repayment:

Unless previously redeemed, purchased and cancelled or converted, all outstanding amount of the New Convertible Notes will have to be repaid by the Company on Maturity Date.

Conversion rights:

The holder(s) of the New Convertible Notes will have the right at any time commencing on the Business Day after the date of issuance of the New Convertible Notes but before the Maturity Date, to convert the whole or part of the principal amount of the New Convertible Notes into the Shares, provided that the principal amount to be so converted shall be at least HK$1,000,000 on each such conversion, save that if at any time the outstanding principal amount of the New Convertible Notes is less than HK$1,000,000, the whole (but not part only) of such outstanding principal amount of the New Convertible Notes may be converted.

Conversion restriction:

The holder(s) of the New Convertible Notes shall not have the right to convert the whole or part of the principal amount of the New Convertible Notes into Conversion Shares to the extent that immediately after such conversion the holder(s) of the New Convertible Notes together with parties acting in concert with it, taken together will, directly or indirectly, control or be interested in such percentage of the voting rights of the Company which the holder(s) of the New Convertible Notes would be obliged to make a general offer under the Takeovers Code in force from time to time.

– 5 –

LETTER FROM THE BOARD

Conversion price:

HK$0.60 per Conversion Share, subject to adjustment for general dilutive events such as subdivision or consolidation of Shares, bonus issues, rights issues and other dilutive events.

The conversion price represents a premium of approximately 9.09% to the closing price of HK$0.55 per Share as quoted on the Stock Exchange on 18 May 2009, being the last trading day of the Shares on the Stock Exchange prior to the suspension of trading of the Shares on 19 May 2009.

Conversion shares:

Assuming full conversion of the New Convertible Notes, the Company will issue 1,241,550,000 new Shares at HK$0.60, representing (a) approximately 853.57% of the Company’s total issued share capital as at the Latest Practicable Date and (b) approximately 89.51% of the Company’s issued share capital as enlarged by the issuance of the Conversion Shares.

The Conversion Shares will rank pari passu in all respects with the existing Shares then in issue. The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. No application will be made for the listing of the Conversion Shares and permission to deal in the Conversion Shares on any other stock exchange.

Transferability:

Voting right:

The New Convertible Notes may be assigned or transferred to any party or parties. The Company will undertake to the Stock Exchange that it will disclose to the Stock Exchange any dealings by any of the connected persons as defined in the Listing Rules from time to time in the New Convertible Notes immediately upon the Company becoming aware of such dealings.

Holder(s) of the New Convertible Notes (or any part thereof) will not be entitled to attend or vote at any Shareholders’ meetings of the Company by reason only of it being a holder of the New Convertible Notes (or any part thereof).

– 6 –

LETTER FROM THE BOARD

Listing and trading:

No application will be made for the listing of the New Convertible Notes and permission to deal in the New Convertible Notes on the Stock Exchange or any other stock exchange.

Redemption right:

The Company shall have the right without the prior agreement of any holder(s) of the New Convertible Notes at any time after the issue of the New Convertible Notes to redeem the whole or part of the outstanding New Convertible Notes.

Conditions of the Subscription Agreements

Completion of the Subscription Agreements is conditional upon the fulfillment of the following:

• (a) the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Conversion Shares;

• (b) if so required, the Bermuda Monetary Authority shall have approved the issue of the New Convertible Notes and the Conversion Shares;

• (c) the Shareholders shall have approved by way of a poll at the SGM (i) the entering into of the Subscription Agreements, (ii) the issue of the New Convertible Notes and the allotment and issue of the Conversion Shares upon the exercise of the conversion rights attaching thereto and (iii) all transactions as may be contemplated under the Subscription Agreements;

• (d) due execution of the Deeds of Settlement.

In the event that the said condition is not fulfilled on or before 31 August 2009 or such later date as the parties may agree in writing, the Subscription Agreements shall lapse and become null and void, and the parties shall be released from all their respective obligations thereunder, save the liabilities for any antecedent breaches thereof.

REASONS FOR THE TRANSACTION

The Group is principally engaged in the trading in securities, the manufacture and sale of fur garments, sale of fur skins and business of mining natural resources.

The Company from time to time reviews its financial position. Although the 2008 Convertible Notes have not yet reached its maturity, the Company intends to adopt a prudent approach toward its cash management and assesses its repayment ability. The Directors are of the view that completion of the Transaction will enable to the Group to improve its financial position. Given that (i) the principal amount of the New Convertible Notes represents a 11% discount to the principal amount of the 2008 Convertible Notes; (ii) the New Convertible Notes will not bear any interest thus saving interests payable under the 2008 Convertible Notes; and (iii) the maturity date of the New Convertible Notes is further than the maturity date of 2008 Convertible Notes, the Directors believe that the cash position of the Group will thus be improved, in particular in such adverse economic environment.

– 7 –

LETTER FROM THE BOARD

The Directors (including the independent non-executive Directors), taking into account the economic benefits, consider that the terms of the Transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, save for the 2008 Convertible Notes and the October Convertible Notes, the Company has no outstanding convertible bonds, options or warrants which confer the right to subscribe for Shares.

FUND RAISING ACTIVITIES OF THE COMPANY

Save as the fund raising exercise as set out below, the Company does not have any fund raising exercises during the 12-month period prior to the Latest Practicable Date:

	Date of	Net		Intended use of proceeds as	Actual use of
Description	announcement	**proceeds **	Completion	announced	proceeds
Placing of the	25 September	About	15 October	The Company intended that	The net proceeds
October	2008	HK$42	2008	such net proceeds to be used	have been used for
Convertible		million		by the Company for the	general working
Notes				general working capital and/or	capital
				the investments in the future.
				The Company has not
				earmarked how much of the
				net proceeds will be used for
				working capital and for
				investment purpose

CHANGE IN THE SHAREHOLDING STRUCTURE OF THE COMPANY

The following table illustrates the Company’s existing shareholding structure and the shareholding structure upon conversion of the New Convertible Notes under the conversion restriction (but assuming no exercise of conversion rights under the October Convertible Notes):

							Upon conversion of the	Upon conversion of the	Upon conversion of the	Upon conversion of the	Upon conversion of the
		As at the Latest					New Convertible Notes
		**Practicable **		Date			(Notes 1 and 2)
		Number of					Number of
		Shares			%		Shares				%
Oriental Day International
Limited (Note 3)		76,602,600			52.66		76,602,600				42.22
The CN Holders		0			0.00		36,000,000				19.84
Public Shareholders		68,851,000			47.34		68,851,000				37.94
Total		145,453,600			100.00		181,453,600			100.00

– 8 –

LETTER FROM THE BOARD

Notes:

1. This is for illustration purpose only. No conversion Shares will be issued to the holder(s) of the New Convertible Notes if the holder(s) thereof would be obliged to make a general offer under the Takeovers Code upon such conversion. Under the prevailing provisions under the Takeovers Code, the holder(s) of the New Convertible Notes may be obliged to make a general offer if together with parties acting in concert with it, taken together will, directly or indirectly, control or be interested in 20% or more of the voting rights of the Company. As each conversion shall be at least HK$1,000,000, the interests of the CN Holders are rounded down to 19.84%.

2. Upon full conversion of the New Convertible Notes, 1,241,550,000 Conversion Shares will be allotted and issued (subject to adjustments).

3. Oriental Day International Limited is wholly owned by Mr. Lai Leong, an executive Director and the chairman of the Company.

SGM

A notice of SGM convening the SGM at which resolution will be proposed to the Shareholders to consider and, if thought fit, to approve the Transaction is set out on pages 11 to 12 of this circular.

To the best knowledge of the Directors, no Shareholders have a material interest in the Transaction and accordingly, no Shareholders will have to abstain from voting at the SGM.

Whether or not you intend to attend the SGM, you are requested to complete and return the form of proxy accompanying with this circular in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof in person if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolution(s) at the SGM shall be taken by way of poll and an announcement will be made by the Company on the results of the SGM.

RECOMMENDATION

The Directors consider that the Transaction is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolution at the SGM.

Your faithfully, For and on behalf of the Board of

Rising Development Holdings Limited

Lai Leong

Chairman

– 9 –

GENERAL INFORMATION

APPENDIX

1. 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 document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. MISCELLANEOUS

• (a) The registered office of the Company is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (b) The principal place of business of the Company in Hong Kong is Rooms 2004-2005, 20/F, World Trade Centre, 280 Gloucester Road, Causeway Bay Hong Kong.

• (c) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Tengis Limited whose address is at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The English text of this circular will prevail over the Chinese text in case of inconsistency.

– 10 –

NOTICE OF SGM

RISING DEVELOPMENT HOLDINGS LIMITED ( )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

THE DEEDS OF SETTLEMENT

AND

THE SUBSCRIPTION AGREEMENTS

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Rising Development Holdings Limited (the “Company”) will be held at Rooms 2004-2005, 20/F, World Trade Centre, 280 Gloucester Road, Causeway Bay Hong Kong at 4:30 p.m. on 12 June 2009 for the purpose of considering and, if thought fit, passing, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. “ THAT

2. (a) the Subscription Agreements (as defined in the circular dated 27 May 2009 despatched to the shareholders of the Company (the “Circular”), a copy of which has been produced to the meeting and marked “A”, and initialed by the chairman of the Meeting for the purpose of identification), copies of which has been produced to the meeting and marked “B”, and initialed by the chairman of the Meeting for the purpose of identification and the terms thereof be and are hereby approved, confirmed and ratified;

3. (b) the issue of the New Convertible Notes (as defined in the Circular) in favour of each of the CN Holders (as defined in the Circular) in each case pursuant to the terms of the respective Subscription Agreements (as defined in the Circular) be and are hereby approved;

4. (c) the issue and allotment of new Shares (as defined in the Circular) from time to time upon exercise of the conversion rights under the New Convertible Notes (as defined in the Circular) be and are hereby approved;

5. (d) all other transactions contemplated under the Subscription Agreements (as defined in the Circular) be and are hereby approved; and

* For identification purpose only

– 11 –

NOTICE OF SGM

• (e) any one director of the Company be and is hereby authorised to do all such acts and things and execute such other documents as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and complete the Subscription Agreements (as defined in the Circular) and the transactions contemplated thereunder including without limitation the issue of the New Convertible Notes (as defined in the Circular) and the issue and allotment of new Shares (as defined in the Circular) from time to time upon exercise of the conversion rights under the New Convertible Notes (as defined in the Circular), and, where required, any amendment of the terms of the Subscription Agreements (as defined in the Circular) and/or the New Convertible Notes (as defined in the Circular) whether or not as required by, or for the purposes of obtaining the approval of the relevant authorities or to comply with all applicable laws, rules and regulations.”

By order of the board of Rising Development Holdings Limited Lai Leong Chairman

Hong Kong, 27 May 2009

Registered office: Principal place of business in Hong Kong: Clarendon House Rooms 2004-2005, 20/F 2 Church Street World Trade Centre Hamilton HM 11 280 Gloucester Road Bermuda Causeway Bay Hong Kong

Notes:

1. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one, or if such member is a holder of more than one Share, more proxies to attend and vote in his/her stead. Where a member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a poll. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly lodged at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.

3. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

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

– 12 –