Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2014

Dec 1, 2014

==> picture [51 x 50] intentionally omitted <==

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

Form of Proxy for Special General Meeting to be held on Thursday, 18 December 2014

I/We[(Note 1)]

of

being the registered holder(s) of

share(s)[(Note 2)] of HK$0.01 each in the capital of Rising Development Holdings Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note 3)] or of

as my/our proxy to attend the Special General Meeting (and at the any adjournment thereof) of the Company to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 18 December 2014 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in the manner as indicated below[(Note 4)] :

	ORDINARY RESOLUTIONS	FOR(Note5&6)	AGAINST(Note 5&6)
1.	To approve the share subdivision of every existing issued and unissued share of par
	value of HK$0.01 each in the share capital of the Company into four (4) subdivided
	shares of par value of HK$0.0025 each.
2.	To approve the adoption of the Share Option Scheme.

Date this day of

2014 Sign[(Note 7)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her, and the proxy need not be a member of the Company but must attend the meeting in person to represent the member.

4. If any proxy other than the Chairman of the Meeting is preferred, strike out the words “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares is entitled to appoint more than one proxy to attend and vote on his/her behalf at the Meeting provided that 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. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those resolutions referred to in the notice convening the Meeting.

6. All resolutions will be put to vote by way of poll at the Meeting. Every member of the Company present in person or by proxy or, in the case of a member being a corporation, by its duly authorized representative, shall have one vote for every fully paid share of which he/she is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized.

8. To be valid, this form of proxy together with any power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Branch Share 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 appointed for holding the Meeting or the adjourned Meeting.

9. In the case of joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/ she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the Register of Members of the Company in respect of the joint holding.

10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting and, in such event, the form of proxy shall be deemed to be revoked.

11. For identification purpose only