Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2009

Mar 10, 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 [51 x 50] intentionally omitted <==

RISING DEVELOPMENT HOLDINGS LIMITED ( )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

PROPOSED CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE

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 2:30 p.m. on 3 April 2009 is set out on pages 13 to 14 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

11 March 2009

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “April Convertible Notes”

• the 1% coupon convertible notes due 2011 in the aggregate principal amount of HK$837 million 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”

• any day on which the Stock Exchange is open for the business of dealing in securities

• “Bye-laws”

• the bye-laws of the Company

• “Capital Reduction”

• the proposed reduction of the issued share capital of the Company as set out in sub-paragraph (c) under the section headed “Proposed Capital Reorganisation” in the letter from the Board in this circular

• “Capital Reorganisation”

• the proposed reorganisation of the share capital of the Company as set out under the section headed “Proposed Capital Reorganisation” in the letter from the Board in this circular

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Change in Board Lot Size”

• the proposed change in the board lot size of the Shares for trading on the Stock Exchange as set out under the section headed “Proposed Change in Board Lot Size” in the letter from the Board in this circular

• “Companies Act”

• Companies Act 1981 of Bermuda (as amended)

• “Company”

Rising Development Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

• “Consolidated Share(s)”

• share(s) of HK$0.5 each in the issued share capital of the Company upon the Share Consolidation becoming effective

– 1 –

DEFINITIONS

• “Convertible Notes”

• “Director(s)”

• “Group”

• “HKSCC”

• “Hong Kong”

• “Latest Practicable Date”

• “Listing Committee”

• “Listing Rules”

• “October Convertible Notes”

• “Registrar”

• “Reorganised Share(s)”

• “SGM”

• collectively the April Convertible Notes and the October Convertible Notes

the director(s) of the Company

• the Company and its subsidiaries

• Hong Kong Securities Clearing Company Limited

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

• 6 March 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

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

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

• the zero coupon convertible notes due 2011 in the aggregate principal amount of HK$43.2 million issued by the Company on 15 October 2008, of which all principal amount remains outstanding as at the Latest Practicable Date

• the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong

• share(s) of HK$0.01 each in the share capital of the Company immediately after the Capital Reorganisation becomes effective

the special general meeting of the Company to be held at which resolution will be proposed to consider and, if thought fit, approve the Capital Reorganisation

– 2 –

DEFINITIONS

“Share(s)”	ordinary share(s) of HK$0.02 each in the issued share
	capital of the Company as at the date hereof and before
	the Capital Reorganisation becomes effective
“Share Consolidation”	the proposed consolidation of every twenty-five (25)
	issued Shares of HK$0.02 each into one (1) Consolidated
	Share of HK$0.5
“Shareholder(s)”	holder(s) of the Share(s) or the Reorganised Share(s) (as
	the case may be)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent

– 3 –

EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation is set out below:

2009

Despatch of this circular and notice of the SGM	. . . . . . . . . . . . . . . . .Wednesday, 11 March
Latest time and date for return of proxy form of
the SGM (not less than 48 hours before the SGM) . . . . . . .2:30 p.m., Wednesday, 1 April
Expected time and date of the SGM. . . . . . . . . .	. . . . . . . . . . . . . .2:30 p.m., Friday, 3 April
Effective date of the Capital Reorganisation . . . .	. . . . . . . . . . . . . . . . . . . . .Monday, 6 April
Commencement of dealings in Reorganised Shares . . . . . . . . . . .9:30 a.m., Monday, 6 April
Original counter for trading in Shares
(in board lots of 8,000 Shares) to be closed .	. . . . . . . . . . . . .9:30 a.m., Monday, 6 April
Temporary counter for trading in Reorganised Shares
(in board lots of 320 Reorganised Shares)
(in form of existing certificates) to be opened	. . . . . . . . . . . . .9:30 a.m., Monday, 6 April
Free exchange of existing certificates for Shares
for new certificates for Reorganised Shares commences . . . . . . . . . . . . .Monday, 6 April
Original counter for trading in Reorganised Shares
(in board lots of 2,000 Reorganised Shares)
to be re-opened . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .9:30 a.m., Wednesday, 22 April
Parallel trading in Reorganised Shares (in form of
new and existing certificates) commences . . .	. . . . . . . . . .9:30 a.m., Wednesday, 22 April
Designated broker starts to stand in the market
to provide matching services for the sale and
purchase of odd lots of Reorganised Shares .	. . . . . . . . . .9:30 a.m., Wednesday, 22 April
Temporary counter for trading in Reorganised Shares
(in board lots of 320 Reorganised Shares)
(in form of existing certificates) to be closed	. . . . . . . . . .4:10 p.m., Wednesday, 13 May
Parallel trading in Reorganised Shares (in form of
new and existing certificates) ends . . . . . . . .	. . . . . . . . . .4:10 p.m., Wednesday, 13 May

– 4 –

EXPECTED TIMETABLE

• Designated broker ceases to stand in the market

• to provide matching services for the sale and

purchase of odd lots of Reorganised Shares . . . . . . . . . . . .4:10 p.m., Wednesday, 13 May

• Last day of free exchange of existing certificates for

new certificates for Reorganised Shares . . . . . . . . . . . . . . . . .4:30 p.m., Monday, 18 May

Note:

All times refer to Hong Kong local time in this circular.

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

– 5 –

LETTER FROM THE BOARD

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

RISING DEVELOPMENT HOLDINGS LIMITED ( )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

Executive Directors: Mr. Lai Leong Mr. Lee Yuk Lun Mr. Kong Shan, David

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent non-executive Directors:

Mr. Fok Ho Yin, Thomas Mr. Tsui Ching Hung Mr. Tso Hon Sai, Bosco

Principal place of business in Hong Kong: Rooms 2004-2005, 20/F World Trade Centre 280 Gloucester Road Causeway Bay Hong Kong

11 March 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE

INTRODUCTION

As announced by the Company on 4 March 2009, the Company proposed to put forward for approval by the Shareholders the Capital Reorganisation, and that upon the Capital Reorganisation becoming effective, the board lot size of the Reorganised Shares for trading on the Stock Exchange will be changed from 8,000 Shares to 2,000 Reorganised Shares.

The purpose of this circular is to provide you with information regarding, among other things, the Capital Reorganisation and the Change in Board Lot Size and to give you the notice of the SGM.

• for identification purpose only

– 6 –

LETTER FROM THE BOARD

PROPOSED CAPITAL REORGANISATION

Background

The Company proposes to put forward for approval by the Shareholders the Capital Reorganisation which involves the following and in the order as they appear:

• (a) every twenty-five (25) issued Shares of HK$0.02 each will be consolidated into one (1) Consolidated Share of HK$0.5;

• (b) the paid-up capital of each Consolidated Share will be reduced from HK$0.5 to HK$0.01 by cancelling HK$0.49 so as to create a Reorganised Share of HK$0.01;

• (c) each of the authorised but unissued Shares of HK$0.02 will be sub-divided into two (2) Reorganised Shares of HK$0.01 each; and

• (d) the credit arising in the accounts of the Company from the Capital Reduction will be credited to the contributed surplus account of the Company and the Directors be authorised to apply such amount in any manner legally permitted by, including but not limited to, the laws of Bermuda and the Bye-laws.

As at the Latest Practicable Date, the authorised share capital of the Company is HK$300,000,000 comprising 15,000,000,000 Shares of HK$0.02 each, of which 3,636,340,000 Shares have been issued and fully paid. Assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the SGM, immediately after the Capital Reorganisation becomes effective, the authorised share capital of the Company will become HK$300,000,000 divided into 30,000,000,000 Reorganised Shares of HK$0.01 each, of which 145,453,600 Reorganised Shares of HK$0.01 each will be in issue. The unissued share capital of the Company after the Capital Reorganisation becomes effective will become HK$298,545,464 represented by 29,854,546,400 Shares of HK$0.01 each. The Board has no present intention of issuing any part of the authorised but unissued share capital of the Company.

Based on 3,636,340,000 Shares in issue as at the Latest Practicable Date, an aggregate amount of HK$71,272,264 will arise as a result of the Capital Reduction. Such amount will be credited to the contributed surplus account of the Company. The Board currently has no plan as to the use of such amount. The Reorganised Shares will rank pari passu in all respects with each other.

In order to alleviate the difficulties arising from the existence of odd lots of the Reorganised Shares as a result of the Capital Reorganisation, the Company will appoint an agent to stand in the market to provide matching services for the odd lots of the Reorganised Shares on a best effort basis from Wednesday, 22 April 2009 to Wednesday, 13 May 2009 (both days inclusive). Holders of Reorganised Shares in odd lots who wish to take advantage of this facility either to dispose of their odd lots of Reorganised Shares or to round them up to full new board lot may contact Mr. Ali Lau at telephone number 3426-6320 and address at Cheong Lee Securities Co., Limited at Room 1106, 11/F., Mass Mutual Tower, 38 Gloucester Road, Wanchai, Hong Kong during the aforesaid period.

– 7 –

LETTER FROM THE BOARD

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon the fulfillment of the following:

• (a) the passing by the Shareholders of the necessary resolution(s) at the SGM to approve the Capital Reorganisation;

• (b) compliance with the relevant legal procedures and requirements under the Companies Act to effect the Capital Reorganisation; and

• (c) the Listing Committee granting the listing of, and permission to deal in, the Reorganised Shares in issue upon the Capital Reorganisation becoming effective and to be issued upon exercise of the rights attaching to the Convertible Notes as a result of the implementation of the Capital Reorganisation.

Expected effective date of the Capital Reorganisation

Subject to the above conditions being fulfilled, the Capital Reorganisation is expected to become effective on the business day immediately after the date of passing of the relevant resolution(s) approving the Capital Reorganisation. The legal advisers to the Company as to Bermuda law have confirmed that, subject to the conditions of the Capital Reorganisation as set out above being satisfied, the Capital Reorganisation will be in compliance with the laws of Bermuda.

Effects of the Capital Reorganisation

Other than the relevant expenses incurred, the implementation of the Capital Reorganisation will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the interests of the Shareholders as a whole save for any fractional Consolidated Shares to which the Shareholders would otherwise be entitled. The Directors believe that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group and that on the date the Capital Reorganisation is to be effected, there are no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due. The Capital Reorganisation will not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any unpaid capital of the Company nor will it result in any change in the relative rights of the Shareholders save for any fractional Consolidated Shares to which the Shareholders would otherwise be entitled.

– 8 –

LETTER FROM THE BOARD

The effect of the Capital Reorganisation on the share capital of the Company is summarised below:

		Immediately
		following the Capital
	Prior to the Capital	Reorganisation
	Reorganisation	becoming effective
	(Note 1)
Nominal value of each share	HK$0.02	HK$0.01
Number of authorised shares	15,000,000,000	30,000,000,000
Authorised share capital	HK$300,000,000	HK$300,000,000
Number of shares in issue	3,636,340,000	145,453,600
Issued and fully paid up share capital	HK$72,726,800	HK$1,454,536
Balance of the Company’s	HK$5,830,000	HK$77,102,264
contributed surplus account	(Note 2)

Notes:

1. The issued share capital immediately prior to the Capital Reorganisation becoming effective is presented here on the assumption that no further Shares would be issued as a result of any exercise of the rights attaching to the Convertible Notes after the Latest Practicable Date and prior to the date of the Capital Reorganisation becoming effective.

2. The figure is extracted from the 2008 interim report of the Company.

Reasons for the Capital Reorganisation

The Board believes that the Capital Reorganisation is beneficial to the Company and the Shareholders as a whole. The Board is of the opinion that the Capital Reorganisation will provide the Company with greater flexibility for the issue of new Reorganised Shares in the future and the credit in the contributed surplus account arising from the Capital Reduction may be applied in the future for distribution to the Shareholders as and when the Board considers appropriate to recommend such distribution. The Board currently has no intention to make any recommendation of distribution to the Shareholders.

Application for listing

The Company will apply to the Listing Committee for the granting of the listing of, and permission to deal in, the Reorganised Shares in issue after the Capital Reorganisation becoming effective and to be issued upon exercise of the rights attaching to the Convertible Notes as a result of the implementation of the Capital Reorganisation.

Holders of odd lots of the Reorganised Shares should note that successful matching of the sale and purchase of odd lots of the Reorganised Shares will not be guaranteed. Shareholders are advised to consult their professional advisers if they are in doubt about the matching arrangements.

– 9 –

LETTER FROM THE BOARD

Subject to the granting of listing of, and permission to deal in, the Reorganised Shares on the Stock Exchange, the Reorganised Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Reorganised Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

PROPOSED CHANGE IN BOARD LOT SIZE

The Shares are presently traded in board lots of 8,000 Shares each. The Board proposes that upon the Capital Reorganisation becoming effective, the board lot size of the Reorganised Shares for trading on the Stock Exchange will be changed from 8,000 Shares to 2,000 Reorganised Shares. Based on the average closing price of approximately HK$0.05 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Latest Practicable Date, the market value per board lot of 8,000 Shares and 8,000 Reorganised Shares are approximately HK$400 and HK$10,000 respectively, and thus the change in board lot size from 8,000 Reorganised Shares to 2,000 Reorganised Shares will enhance the liquidity of Reorganised Shares and further, the transaction costs for dealing in the Reorganised Share will therefore be lowered.

As stated in the paragraph “Background” under the section “Proposed Capital Reorganisation” above, the Company will arrange matching services for the odd lots of the Reorganised Shares on a best effort basis from Wednesday, 22 April 2009 to Wednesday, 13 May 2009 (both days inclusive).

FREE EXCHANGE OF CERTIFICATES FOR THE REORGANISED SHARES

Subject to the Capital Reorganisation becoming effective, Shareholders may, on or after Monday, 6 April 2009 and until 4:30 p.m. on Monday, 18 May 2009 (both dates inclusive), submit their existing certificates for the Shares in green color to the Registrar to exchange for certificates for the Reorganised Shares in board lots of 2,000 Reorganised Shares in blue color at the expense of the Company. It is expected that new certificates for Reorganised Shares will be available for collection within a period of 10 business days after submission of the certificates for existing Shares.

Thereafter, certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) by the Shareholders for each certificate issued or cancelled, whichever is the higher. Certificates for the Shares will continue to be good evidence of legal title but will cease to be valid for dealings, trading and settlement purpose after the parallel trading in the Reorganised Shares ends and may be exchanged for certificates for the Reorganised Shares at any time in accordance with the details set out above.

– 10 –

LETTER FROM THE BOARD

FRACTIONAL ENTITLEMENT TO THE REORGANISED SHARES

Fractions of the Reorganised Shares, if any, arising from the Capital Reorganisation will not be issued to the Shareholders but will be aggregated and sold at the Company’s expense, and, if a premium net of expenses can be obtained, for the benefit of the Company.

POSSIBLE ADJUSTMENTS TO THE CONVERTIBLE NOTES

Implementation of the Capital Reorganisation will lead to adjustments to the conversion price and/or number of Shares to be issued upon conversion of the Convertible Notes. The Company will notify the respective holders of the Convertible Notes regarding the adjustments to be made pursuant to the respective terms and conditions of the Convertible Notes and notify the Shareholders by way of announcement. Such adjustments will be certified by an approved merchant bank or the auditors of the Company (as the case may be).

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.

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 proposed Capital Reorganisation is set out on pages 13 to 14 of this circular.

To the best knowledge of the Directors, no Shareholders have a material interest in the Capital Reorganisation 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.

– 11 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Capital Reorganisation 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.

Yours faithfully,

For and on behalf of the Board of

Rising Development Holdings Limited Lai Leong Chairman

– 12 –

NOTICE OF SGM

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

RISING DEVELOPMENT HOLDINGS LIMITED ( )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

PROPOSED CAPITAL REORGANISATION

NOTICE IS HEREBY GIVEN that a special general 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 2:30 p.m. on 3 April 2009 for the purpose of considering and, if thought fit, passing, the following resolution:

SPECIAL RESOLUTION

1. “ THAT , conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting or agreeing to grant the listing of, and permission to deal in, the Reorganised Shares (as defined below) in issue upon the capital reorganisation at set out in paragraphs (a), (b), (c) and (d) below (the “Capital Reorganisation”) becoming effective and to be issued upon exercise of the rights attaching to the convertible notes of the Company as a result of the implementation of the Capital Reorganisation; and (ii) compliance by the Company with the relevant legal procedures and requirements under the Companies Act 1981 of Bermuda (as amended) and the bye-laws of the Company (the “Bye-laws”) to effect the Capital Reorganisation, with effect from the business day (as defined in the Rules Governing the Listing of Securities on the Stock Exchange) immediately after the passing of this resolution by the shareholders of the Company:

2. (a) every twenty-five (25) issued shares of HK$0.02 each in the share capital of the Company (the “Shares”) be consolidated into one (1) share of HK$0.5 (the “Consolidated Share”);

3. (b) the paid-up capital of each Consolidated Share be reduced from HK$0.5 to HK$0.01 by cancelling HK$0.49 (the “Capital Reduction”) so as to create a reorganised share of HK$0.01 (the “Reorganised Share”);

4. (c) each of the authorised but unissued Shares of HK$0.02 will be sub-divided into two (2) Reorganised Shares of HK$0.01 each;

5. for identification purpose only

– 13 –

NOTICE OF SGM

• (d) the credit arising in the accounts of the Company from the Capital Reduction be credited to the contributed surplus account of the Company and the directors of the Company (the “Directors”) be and are hereby authorised to apply such amount in any manner legally permitted by including but not limited to, the laws of Bermuda and the Bye-laws; and

• (e) the Directors be and are hereby authorised generally to do all such acts, deeds and things and to sign all documents as they may, in their absolute discretion, deem necessary, desirable or appropriate to give effect and implement any of the foregoing.”

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

Hong Kong, 11 March 2009

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

– 14 –