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Pacific Basin Shipping Limited Proxy Solicitation & Information Statement 2014

Dec 1, 2014

50538_rns_2014-12-01_d7c09634-e3c3-46f2-8598-fa5c99509d46.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 contents of this announcement.

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RISING DEVELOPMENT HOLDINGS LIMITED (麗盛集團控股有限公司)[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Rising Development Holdings Limited (the “ Company ”) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong at 11:00 a.m. on 18 December 2014 for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions which will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

  1. THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Subdivided Shares (as defined below) to be in issue upon the Share Subdivision (as defined below) becoming effective, with effect from the first business day immediately following the date on which this resolution is passed:

  2. (a) every existing issued and unissued Share of par value of HK$0.01 each in the share capital of the Company be subdivided (“ Share Subdivision ”) into four (4) shares of par value of HK$0.0025 each (“ Subdivided Share(s) ”);

  3. (b) all of the Subdivided Shares shall rank pari passu in all respects with each other in the same class and have the rights and privileges and be subject to the restrictions contained in the bye-laws of the Company; and

  4. (c) the directors of the Company be and are hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under the common seal of the Company (where applicable), for and on behalf of the Company, as they may, in their absolution discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.”

  5. THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares of the Company which may fall to be allotted and issued pursuant to the exercise of options granted under the proposed share option scheme of the Company (the “ Share Option Scheme ”) (a copy of which has been produced to this meeting marked “A” and initialed by the chairman of this meeting for identification purpose), the rules of the Share Option Scheme be and are hereby approved and the directors of the Company be

  6. For identification purpose only

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authorised to grant options to subscribe for shares of the Company and to allot and issue shares of the Company pursuant to the exercise of any such options, in both cases, in accordance with the rules of the Share Option Scheme, provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted pursuant to the authority granted hereby shall not exceed 10% of the total number of issued shares of the Company as at the date on which this resolution is passed and that directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions and arrangements as may be necessary and expedient in order to give effect to the Share Option Scheme.”

By order of the Board Rising Development Holdings Limited Mr. Lai Leong Chairman

Hong Kong, 2 December 2014

Notes:

  1. A form of proxy for use at the meeting is enclosed herewith.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized.

  3. Any shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a shareholder of the Company.

  4. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s branch registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

  5. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should you so wish, and in such an event, the form of proxy shall be deemed to be revoked.

  6. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

  7. As at the date of this notice, Mr. Lai Leong, Mr. Kong Shan, David, Mr. Lam Kwan Sing, Mr. Wong Nga Leung, Mr. Hon Ming Sang and Mr. Zhou Chengrong are the executive directors of the Company; and Mr. Fok Ho Yin, Thomas, Mr. Tsui Ching Hung and Ms. Cheung Oi Man, Amelia are the independent non-executive directors of the Company.

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