Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2014

Dec 1, 2014

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Rising Development Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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 contents of this circular.

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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)

PROPOSED SHARE SUBDIVISION AND PROPOSED ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting (“ SGM ”) of Rising Development Holdings Limited to 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 is set out on pages 24 to 26 of this circular. A form of proxy for use by the shareholders of the Company at the SGM is also enclosed with this circular.

Whether or not you intend to attend and vote at the SGM or any adjourned meeting (as the case may be) in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event 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 in person at the SGM or any adjournment thereof should you so wish and in such event, the proxy will be deemed to be revoked.

2 December 2014

• For identification purpose only

CONTENTS

DEFINITIONS EXPECTED TIMETABLE LETTER FROM THE BOARD APPENDIX I NOTICE OF SPECIAL GENERAL MEETING				Page 1 4 6 13 24

– i –

DEFINITIONS

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

“associate(s)”

has the meaning ascribed thereto under the Listing Rules

“Board”

the board of Directors

“Bonds”

the 3-months HIBOR plus 5.5% convertible bonds due 2016 in the aggregate principal amount of HK$700,000,000 issued by the Company

“Business Day(s)”

any day(s) on which the Stock Exchange is open for transactions of business

“CCASS”

the Central Clearing and Settlement System established and operated by HKSCC

“Company”

Rising Development Holdings Limited (stock code: 1004), a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange

“connected person”

has the meaning ascribed thereto under the Listing Rules

“Date of Grant”

in respect of an Option and unless otherwise specified in the letter of grant, the Business Day on which the Board resolves to make an Offer to a Participant, whether or not the Offer is subject to Shareholders’ approval on the terms of the Share Option Scheme

“Director(s)”

the director(s) of the Company

“Grantee”

any Participant who accepts an Offer in accordance with the terms of the Share Option Scheme or (where the context so permits) a person entitled to any such Option in consequence of the death of the original Grantee or the legal personal representative of such person

“Group”

the Company and its subsidiaries

“HKSCC”

Hong Kong Securities Clearing Company Limited

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date” 27 November 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Committee”

has the meaning ascribed thereto under the Listing Rules

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

• “Offer” the offer of the grant of an Option under the Share Option Scheme

• “Option”

an option to subscribe for Shares pursuant to the Share Option Scheme and for the time being subsisting

“Option Period” in respect of any particular Option, the period to be determined and notified by the Board to the Grantee at the time of making an Offer which shall not expire later than 10 years from the Date of Grant

“Participants” any person belonging to any of the following classes of persons:

• (a) any employee(s) (whether full time or part time employee(s), including any executive director but not any non-executive director) of the Company or its subsidiaries;

• (b) any non-executive director (including independent non-executive directors) of the Company or any of its subsidiaries;

• (c) any supplier of goods or services to an member of the Group;

• (d) any customer of the Group; and

• (e) any person or entity that provides research, development or other technological support to the Group.

– 2 –

DEFINITIONS

“SGM”	a special general meeting of the Company to be held
	at 11 a.m. on Thursday, 18 December 2014 at Plaza 3,
	Lower Lobby, Novotel Century Hong Kong, 238 Jaffe
	Road, Wanchai, Hong Kong to consider and, if thought
	fit, approve the Share Subdivision and the adoption of the
	Share Option Scheme
“Share(s)”	existing ordinary share(s) of HK$0.01 each in the capital
	of the Company before the Share Subdivision becoming
	effective
“Shareholder(s)”	the registered holder(s) of the Share(s) or the Subdivided
	Share(s), as the case may be
“Share Option Scheme”	a share option scheme of the Company to be adopted by the
	Company and to be approved by Shareholders at the SGM
“Share Subdivision”	the proposed subdivision of each of the existing issued and
	unissued Share into four (4) Subdivided Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subdivided Share(s)”	ordinary share(s) of HK$0.0025 each in the share capital
	of the Company upon the Share Subdivision becoming
	effective
“Subscription Price”	the price per Share at which a Grantee may subscribe for
	Shares on the exercise of an Option under the Share Option
	Scheme
“subsidiary”	a subsidiary within the meaning of the Companies
	Ordinance (Chapter 622 of the Laws of Hong Kong)
“%” or “per cent.”	percentage or per centum
“2004 Scheme”	the share option scheme of the Company adopted by the
	Company in 2004 which expired on 10 August 2014

– 3 –

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Subdivision is set out below:

Latest time for lodging the form of proxy for the SGM . . . . . . . . . . . . . . . . 11:00 a.m. on Tuesday, 16 December 2014 Expected date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Thursday, 18 December 2014 Publication of announcement of the poll results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 18 December 2014

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Subdivision as set out in the section headed “Conditions of the Share Subdivision” below.

Effective date of the Share Subdivision. . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 19 December 2014 First day of free exchange of existing share certificates for new share certificates for the Subdivided Shares . . . . . . . . . . . . . . . . . Friday, 19 December 2014 Dealing in Subdivided Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 19 December 2014 Original counter for trading in Shares in board lots of 2,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 19 December 2014 Temporary counter for trading in Subdivided Shares in board lots of 8,000 Subdivided Shares (in the form of existing share certificates) opens. . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 19 December 2014 Original counter for trading in Subdivided Shares in board lots of 2,000 Subdivided Shares (in the form of new share certificates) re-opens. . . . . . . . . . . . . . . . . . . .9:00 a.m. on Wednesday, 7 January 2015

– 4 –

EXPECTED TIMETABLE

Parallel trading in the Shares and Subdivided Shares

• (in the form of existing share certificates and

• new shares certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Wednesday, 7 January 2015

Temporary counter for trading in Subdivided Shares

in board lots of 8,000 Subdivided Shares

• (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 27 January 2015

Parallel trading in Shares and Subdivided Shares

• (in the form of existing share certificates and new share certificates) ends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 27 January 2015

Last day for free exchange of existing share certificates for new share certificates for the Subdivided Shares . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 29 January 2015

Note: All times and dates in this circular refer to Hong Kong local times and dates.

Dates or deadlines specified in the expected timetable above are subject to the satisfaction of the conditions for the Share Subdivision as set out in the section headed “Conditions of the Share Subdivision” in this circular and are therefore for indicative purpose only and may be varied by the Company. The Company will notify the Shareholders of any significant changes to the expected timetable by way of announcement(s) as and when appropriate.

– 5 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Lai Leong Mr. Kong Shan, David Mr. Lam Kwan Sing Mr. Wong Nga Leung Mr. Hon Ming Sang Mr. Zhou Chengrong

Independent non-executive Directors: Mr. Fok Ho Yin, Thomas Mr. Tsui Ching Hung Ms. Cheung Oi Man, Amelia

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

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

2 December 2014

To the Shareholders

Dear Sir/Madam,

PROPOSED SHARE SUBDIVISION AND PROPOSED ADOPTION OF SHARE OPTION SCHEME

INTRODUCTION

The purpose of this circular is to provide you with the relevant information, amongst other things, regarding the Share Subdivision and the Share Option Scheme and to give you a notice of the SGM at which ordinary resolutions will be proposed to consider and, if thought fit, approve the Share Subdivision and the adoption of Share Option Scheme.

• For identification purpose only

– 6 –

LETTER FROM THE BOARD

PROPOSED SHARE SUBDIVISION

The Board proposes that each of the existing issued and unissued Share of par value of HK$0.01 each in the share capital of the Company be subdivided into four (4) Subdivided Shares of par value of HK$0.0025 each.

As at the Latest Practicable Date, the authorised share capital of the Company was HK$300,000,000 divided into 30,000,000,000 Shares of HK$0.01 each, of which 1,486,228,600 Shares have been issued and are fully paid or credited as fully paid. Upon the Share Subdivision becoming effective, the authorised share capital of the Company will become HK$300,000,000 divided into 120,000,000,000 Subdivided Shares of HK$0.0025 each, of which 5,944,914,400 Subdivided Shares will be in issue and fully paid or credited as fully paid, assuming that no further Shares are allotted, issued or repurchased prior to the Share Subdivision becoming effective.

As at the Latest Practicable Date, there were in issue outstanding Bonds in the principal amount of HK$700,000,000 carrying rights to subscribe for an aggregate of 206,489,675 Shares at a conversion price of HK$3.39 per Share. The Directors expect that upon the Share Subdivision becoming effective, adjustment will be made to the conversion price of the Bonds pursuant to the terms and conditions of the Bonds. Such adjustment will be certified by a financial advisor to be appointed by the Company. Further announcement in respect of adjustment to the conversion price of the Bonds as and when appropriate.

The Shares are currently traded in board lots of 2,000 Shares. Upon the Share Subdivision becoming effective, the board lot size will remain unchanged and in board lots of 2,000 Subdivided Shares. The Share Subdivision is not expected to result in any odd lots other than those already exist. Upon the Share Subdivision becoming effective, the Subdivided Shares will rank pari passu with each other in all respects.

Conditions of the Share Subdivision

The Share Subdivision is conditional upon the following:

• (i) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Subdivision; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subdivided Shares in issue and any new Subdivided Shares which may fall to be issued upon conversion of the Bonds.

– 7 –

LETTER FROM THE BOARD

Assuming all the conditions are fulfilled, the Share Subdivision will become effective on the day next following the passing of the ordinary resolution as specified therein, which is expected to be 19 December 2014.

Application will be made to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Subdivided Shares in issue and any new Subdivided Shares which may fall to be issued upon conversion of the Bonds.

Subject to the granting of listing of, and permission to deal in, the Subdivided Shares and any new Subdivided Shares which may fall to be issued upon conversion of the Bonds on the Stock Exchange, the Subdivided 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 Subdivided 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.

No part of the securities of the Company is listed or dealt in, nor is listing or permission to deal in the securities of the Company being proposed to be sought, on any other stock exchange.

Reasons for the Share Subdivision

Upon the proposed Share Subdivision becoming effective, the par value of each Share will decrease and the total number of Shares in issue will increase. The Share Subdivision will result in a downward adjustment to the trading price of the Shares. The Board believes that the Share Subdivision will reduce the trading spread as well as the volatility of the trading price of the Shares and thus improving liquidity in the Company’s Subdivided Shares. Further, the Board is of the view that the Share Subdivision will enable the Company to attract more investors and broaden its shareholders’ base.

Save for the expenses to be incurred by the Company in relation to the Share Subdivision, the implementation of the Shares Subdivision will not, by itself, alter the underlying assets, business operations, management or the financial position of the Company or the proportionate interest of the Shareholders. The Board considers that the Share Subdivision is in the interests of the Company and the Shareholders as a whole.

– 8 –

LETTER FROM THE BOARD

Exchange of Share Certificates

Subject to the Share Subdivision becoming effective, the Shareholders can submit their existing certificates for the Shares in blue colour to the Company’s share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in exchange for the new share certificates for the Subdivided Shares in grey colour free of charge between 9:00 a.m. and 4:30 p.m. on any Business Day from Friday, 19 December 2014 to Thursday, 29 January 2015 (both days inclusive). After the expiry of such period, existing 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 specified by the Stock Exchange) for each existing share certificate cancelled or each new share certificate issued (whichever number of share certificates involved is higher). It is expected that the new share certificates for the Subdivided Shares will be available for collection within a period of ten (10) Business Days after submission of the existing share certificates for the Shares to Tricor Tengis Limited for exchange.

The existing certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Tuesday, 27 January 2015 and thereafter will not be accepted for delivery, trading and settlement purpose. However, the existing certificates for the Shares will continue to be good evidence of legal title and may be exchanged for certificates for Subdivided Shares on the basis of one (1) Share for four (4) Subdivided Shares.

Expected Timetable

The expected timetable for the proposed Share Subdivision is set out on pages 4 to 5 of this circular.

PROPOSED ADOPTION OF SHARE OPTION SCHEME

The 2004 Scheme expired on 10 August 2014. As at the Latest Practicable Date, there were no outstanding share options granted pursuant to the 2004 Scheme and the Company did not have any share option scheme in force.

The Board proposes to adopt the Share Option Scheme, which is conditional upon:

• (i) the passing of the resolution by the Shareholders to approve and adopt the Share Option Scheme and to authorise the Board to grant Options at their absolute discretion thereunder and to allot and issue Shares pursuant to the exercise of any Options; and

– 9 –

LETTER FROM THE BOARD

• (ii) the Stock Exchange granting approval of the listing of and permission to deal in the Shares to be issued and allotted pursuant to the exercise of the Options granted under the Share Option Scheme.

Application will be made to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Shares which may be issued upon the exercise of the Options granted under the Share Option Scheme representing up to 10% of the total number of Shares in issue as at the date of the SGM.

On the basis of 1,486,228,600 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are allotted, issued or repurchased by the Company prior to the SGM, the maximum number of Shares to be issued upon the exercise of Options that may be granted under the Share Option Scheme and any other schemes of the Company must not exceed 148,622,860 Shares (or 594,491,440 Subdivided Shares when the Share Subdivision becoming effective), representing 10% of the Shares in issue as at the date of the SGM.

The Directors consider that the Share Option Scheme, which will be valid for 10 years from the date of its adoption, will provide an incentive for the Participants to work with commitment towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole, and to reward the Participants who have contributed or will contribute to the Group and to maintain or attract business relationship with Participants whose contributions are or may be beneficial to the growth of the Group.

The Share Option Scheme does not specify a minimum period for which an Option must be held nor a performance target which must be achieved before an Option can be exercised. However, the rules of the Share Option Scheme provide that the Board may determine, at its discretion, such term(s) on the grant of an Option, which decision may vary on a case by case basis. The basis for determination of the Subscription Price is also specified in the rules of the Share Option Scheme. The Directors consider that the aforesaid criteria and rules will serve to protect the value of the Company and to achieve such purpose of retaining and motivating high quality personnel to contribute to the Group.

The Directors consider that it is not appropriate to value the Options that can be granted under the Share Option Scheme on the assumption that they had been granted at the Latest Practicable Date, as various determining factors (such as the subscription price of such Options, the timing of granting of such Options, exercise period and performance targets which the Directors may set under the Share Option Scheme) for the calculation of such value cannot be reasonably fixed at this stage. It would not be meaningful and to a certain extent be misleading to the Shareholders if the value of the Options is calculated based on a set of speculated assumptions.

– 10 –

LETTER FROM THE BOARD

A summary of the principal terms of the Share Option Scheme is set out in Appendix I to this circular. The full terms of the Share Option Scheme are available for inspection at the principal place of business of the Company at Rooms 2004-2005, 20/F, World Trade Centre 280 Gloucester Road, Causeway Bay, Hong Kong from the date of this circular to and including the date of the SGM.

At the SGM, an ordinary resolution will be proposed to approve the adoption of the Share Option Scheme and authorise the Directors to grant Options thereunder and to allot and issue Shares pursuant to the Share Option Scheme.

None of the Directors is a trustee of the Share Option Scheme or has any direct or indirect interest in such trustee, if any.

SGM

A notice convening the SGM is set out on pages 24 to 26 of this circular.

No Shareholders are required to abstain from voting at the SGM on the resolutions in relation to the Share Subdivision and the adoption of the Share Option Scheme.

Pursuant to rule 13.39(4) of the Listing Rules and bye-law 73 of the bye-laws of the Company, all votes at the SGM will be taken by poll and the Company will announce the results of the poll in the manner set out in rule 13.39(5) of the Listing Rules.

A form of proxy for use at the SGM is enclosed. Whether or not you intend to attend and vote at the SGM or any adjourned meeting (as the case may be) in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Branch Share Registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event 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 in person at the SGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

– 11 –

LETTER FROM THE BOARD

GENERAL

The Group is principally engaged in investment business, fur business, mining business and solar energy business.

RECOMMENDATION

The Directors believe that the proposed Share Subdivision and the terms of the Share Option Scheme are fair and reasonable and in the interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of the ordinary resolutions to approve the Share Subdivision and the adoption of the Share Option Scheme.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

Rising Development Holdings Limited Mr. Lai Leong

Chairman of the Board

– 12 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX I

The following is a summary of the principal terms of the Share Option Scheme:

(A) PURPOSE

The purpose of the Share Option Scheme is to reward Participants who have contributed or will contribute to the Group and to encourage Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole.

(B) WHO MAY JOIN

Participants of the Share Option Scheme comprise of (a) any employee(s) (whether full time or part time employee(s), including any executive director but not any non-executive director) of the Company or its subsidiaries; (b) any non-executive director (including independent non-executive directors) of the Company or any of its subsidiaries; (c) any supplier of goods or services to an member of the Group; (d) any customer of the Group; and (e) any person or entity that provides research, development or other technological support to the Group.

The Board may, at its absolute discretion, shall be entitled to make an Offer to any Participant to take up Options at a price calculated in accordance with paragraph (D) below. The Offer shall specify the terms on which the Option is granted. Such terms may at the discretion of the Board, include among either things, (i) the minimum period for which an Option must be held before it can be exercised; and/or (ii) a performance target that must be reached before the Option can be exercised in whole or in part; and (iii) any other terms, all of which may be imposed (or not imposed) either on a case-by-case basis or generally. An Offer shall remain open for acceptance by the Participant concerned for a period of 5 Business Days from the Date of Grant provided that no such Offer shall be open for acceptance after the expiry of the Option Period or after the Share Option Scheme is terminated or after the Participant has ceased to be a Participant. An Option shall be regarded as having been accepted when the Company receives from the Grantee the duplicate of the offer letter, comprising acceptance of the Offer, duly signed by the Grantee together with a remittance in favour of the Company of HK$1.00 as consideration for the grant of Option. Such remittance is not refundable in any circumstances.

– 13 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX I

(C) GRANT OF OPTIONS TO CONNECTED PERSONS OR ANY OF THEIR ASSOCIATES

Any grant of Options to any Director, chief executive or substantial shareholder (as such term as defined in the Listing Rules) of the Company, or any of their respective associates under the Share Option Scheme or any other share option schemes of the Company or any of its subsidiaries shall be subject to the prior approval of the independent non-executive Directors (excluding independent non-executive Directors who are the proposed Grantees of the Options in question). Where any grant of Options to a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled or outstanding) to such person in the 12-month period up to and including the date of such grant:

• (i) representing in aggregate over 0.1% of the Shares in issue on the date of such grant; and

• (ii) having an aggregate value, based on the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the Date of Grant, in excess of HK$5 million,

such further grant of Options shall be subject to prior approval by resolution of the Shareholders (voting by way of poll). The Company shall send a circular to the Shareholders in accordance with the Listing Rules and all connected persons of the Company shall abstain from voting in favour of the resolution at such general meeting of the Shareholders.

Any proposed change in the terms of Options granted to a Participant who is a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates, must first be approved by the Shareholders in general meeting at which meeting all the connected persons of the Company shall abstain from voting on the relevant resolution, except that any such connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular required to be issued pursuant to the Listing Rules. Any vote taken at the meeting to approve the proposed change to the terms of such Options must be taken on a poll.

– 14 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX I

(D) SUBSCRIPTION PRICE

The Subscription Price shall be determined by the Board in its absolute discretion but in any event shall not be less than the higher of:

• (i) the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the Date of Grant which must be a Business Day;

• (ii) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five Business Days immediately preceding the Date of Grant; and

• (iii) the nominal value of the Shares on the Date of Grant.

(E) MAXIMUM NUMBER OF SHARES

• (i) The maximum number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and any other share option schemes of the Company shall not, in the absence of Shareholders’ approval, in aggregate exceed 10% in nominal amount of the aggregate of Shares in issue on the adoption date (the “ Scheme Mandate Limit ”). Options lapsed in accordance with the terms of the Share Option Scheme and (as the case may be) such other share option schemes of the Company will not be counted for the purpose of calculating the Scheme Mandate Limit.

• (ii) The Company may refresh the Scheme Mandate Limit at any time subject to prior Shareholders’ approval but in any event, the total number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as refreshed must not exceed 10% of the Shares then in issue as at the date of the Shareholders’ approval of the refreshed limit. Options previously granted under the Share Option Scheme or (as the case may be) any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the terms or exercised options) will not be counted for the purpose of calculating the limit as refreshed.

– 15 –

APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

• (iii) Notwithstanding the foregoing, the Company may grant Options beyond the Scheme Mandate Limit to Participants if:

• (1) separate Shareholders’ approval has been obtained for granting Options beyond the Scheme Mandate Limit to Participants specifically identified by the Company before such Shareholders’ approval is sought; and

• (2) the Company, in connection with the seeking of such separate Shareholders’ approval, has first sent a circular to Shareholders containing such information as may be required by the Listing Rules then prevailing to be included in such circular.

• (iv) Subject to paragraph (v) below, the maximum number of Shares issued and to be issued upon exercise of the Options granted to each Grantee under the Share Option Scheme (including both exercised and outstanding Options) in any 12-month period shall not (when aggregated with any Shares subject to options granted during such period under any other share option scheme(s) of the Company) exceed 1% of the Shares in issue for the time being (the “ Individual Limit ”).

• (v) Where any further grant of Options to a Participant would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such person (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the Shares in issue, such further grant must be separately approved by Shareholders in general meeting with such Participant and his associates abstaining from voting. The Company must send a circular to the Shareholders disclosing the identity of the Participant in question, the number and terms of the Options to be granted (and Options previously granted to such Participant) and such other information required under the Listing Rules.

• (vi) At any time, the maximum number of Shares which may be issued upon exercise of all Options which then have been granted and have yet to be exercised under the Share Option Scheme and any other share option schemes of the Company shall not in aggregate exceed 30% of the Shares in issue from time to time (the “ Scheme Limit ”). No Option may be granted under the Share Option Scheme or any other option schemes of the Company if this will result in the Scheme Limit being exceeded.

The Options do not carry any right to vote in general meeting of the Company, or any right, dividend, transfer or any other rights, including those arising on the liquidation of the Company.

– 16 –

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX I

(F) TIME OF EXERCISE OF OPTION

An Option may be exercised in accordance with the terms of the Share Option Scheme at any time during the Option Period.

(G) RIGHTS ARE PERSONAL TO GRANTEES

An Option is personal to the Grantee and shall not be assignable or transferable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Option or enter into any agreement to do so.

(H) RIGHTS ON TERMINATION OF EMPLOYMENT BY DISMISSAL

• (i) If the Grantee ceases to be a Participant by reason of the termination of his employment or directorship on the grounds of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his debts or has committed any act of bankruptcy or has become insolvent or has made any arrangements or compromise with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or on any other grounds on which an employer would be entitled to terminate his employment summarily, his Option will lapse automatically (to the extent not already exercised) and not be exercisable on or after the date of termination of his employment.

• (ii) If the Grantee who is an employee or a director of the Company or another member of the Group ceases to be a Participant for any reason other than his death or termination of his employment or directorship on one or more of the grounds specified in paragraph (H)(i) above, the Option (to the extent not already exercised) shall lapse on the date of cessation or termination of his employment (which date shall be the Grantee’s last actual working day with the Company or the relevant subsidiary whenever salary is paid in lieu of notice or not) and shall on that day cease to be exercisable.

(I) RIGHTS ON CEASING TO BE A PARTICIPANT

If the Grantee who is not an employee or a director of the Company or another member of the Group ceases to be a Participant as and when determined by the Board by resolution for any reason other than his death, the Board may by written notice to such Grantee within one month from the date of such cessation determine the period within which the Option (or such remaining part thereof) shall be exercisable following the date of such cessation.

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SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX I

(J) RIGHTS ON DEATH

If the Grantee ceases to be a Participant by reason of his death before exercising his Option in full and (where the Grantee is an employee of the Group) none of the events which would be a ground for termination of his employment as described in paragraph (H)(i) above have arisen, his legal personal representative(s) may exercise the Option up to the Grantee’s entitlement as at the date of death (to the extent not already exercised) within a period of 12 months following the date of his death.

(K) EFFECT OF ALTERATIONS TO SHARE CAPITAL

In the event of an alteration in the capital structure of the Company, whilst any Option remains exercisable, by way of capitalisation of profits or reserves, bonus issue, rights issue, open offer, subdivision or consolidation of Shares, or reduction of the share capital of the Company in accordance with legal requirements and requirements of the Stock Exchange (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party), such corresponding adjustments (if any) shall be made to:

• (i) the number or nominal amount of Shares subject to the Option so far as unexercised; and/or

• (ii) the Subscription Price; and/or

• (iii) the method of exercise of the Option(s),

or any combination thereof, provided that:

• (a) any such adjustments give a Grantee the same proportion of the equity capital of the Company as that to which that Grantee was previously entitled; and

• (b) notwithstanding paragraph (K)(a) above, any adjustments as a result of an issue of securities with a price-dilutive element, such as a rights issue, open offer or capitalisation issue, should be based on a scrip factor similar to the one used in accounting standards in adjusting the earnings per share figures (referred to in Hong Kong Accounting Standards 33) and the acceptable adjustments set out in the Supplementary Guidance on Rule 17.03(13) of the Listing Rules issued by the Stock Exchange on 5 September 2005 and any future guidance/interpretation of the Listing Rules issued by the Stock Exchange from time to time;

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

but no such adjustments shall be made to the extent that a Share would be issued at less than its nominal value. In respect of any such adjustments, an independent financial advisor or the auditor of the Company must certify in writing that the adjustments satisfies the requirements in paragraphs (K)(a) and (K)(b) above.

(L) RIGHTS ON A GENERAL OFFER BY WAY OF TAKEOVER

In the event of a general offer by way of takeover or otherwise (other than by way of scheme of arrangement) being made to all the Shareholders (or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Company shall forthwith notify all the Grantees and any Grantee (or his legal personal representative) shall be entitled to exercise the Option in full (to the extent not already exercised) or to the extent as notified by the Company at any time within such period as shall be notified by the Company.

(M) RIGHTS ON A GENERAL OFFER BY WAY OF SCHEME OF ARRANGEMENT

In the event of a general offer by way of scheme of arrangement being made to all the Shareholders and has been approved by the necessary number of Shareholders at the requisite meetings, the Company shall forthwith notify all the Grantees and any Grantee (or his legal personal representative) may at any time thereafter, (but before such time as shall be notified by the Company) exercise the Option either to its full extent or to the extent notified by the Company.

(N) RIGHTS ON WINDING-UP

In the event a notice is given by the Company to the Shareholders to convene a Shareholders’ meeting to consider and, if thought fit, approve a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to all Grantees and any Grantee (or his legal personal representative) may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option either to its full extent or to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed Shareholders’ meeting, allot, issue and register in the name of the Grantee such number of Shares to the Grantee which fall to be issued on such exercise.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(O) RIGHTS ON A COMPROMISE OR ARRANGEMENT

In the event a compromise or arrangement (other than a scheme of arrangement) between the Company and its members or creditors is proposed in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice to all the Grantees on the same date as it gives notice of the meeting to its members or creditors to consider such a compromise or arrangement, and the Grantee (or his legal personal representative) may at any time thereafter but before such time as shall be notified by the Company exercise the Option either to its full extent or to the extent notified by the Company and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed Shareholders’ meeting, allot, issue and register in the name of the Grantee such number of Shares which fall to be issued on such exercise.

(P) RANKING OF SHARES

The Shares to be allotted upon the exercise of an Option shall be subject to all the provisions of the memorandum and bye-laws of the Company for the time being in force and shall rank pari passu in all respects with the existing fully paid Shares in issue on the date on which those Shares are allotted on exercise of the Option and accordingly shall entitle the holders to participate in all dividends or other distributions paid or made after the date on which the Shares are allotted other than any dividends or distributions previously declared or recommended or resolved to be paid or made if the record date thereof shall be on or before the date on which the Shares are allotted.

(Q) PERIOD OF THE SHARE OPTION SCHEME

The Share Option Scheme shall be valid and effective for a period of 10 years commencing on the adoption date, after which period no further Options shall be offered or granted but the provisions of the Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any Option granted or exercised prior thereto or otherwise as may be required under the Share Option Scheme.

(R) ALTERATIONS TO THE SHARE OPTION SCHEME

• (i) The specific provisions of the Share Option Scheme which relate to the matters set out in Rule 17.03 of the Listing Rules cannot be altered to the advantage of Participants and changes to the authority of the Board in relation to any alteration of the terms of the Share Option Scheme shall not be made without the prior approval of Shareholders in general meeting (with all Grantees, prospective Grantees and their associates who are Shareholders abstaining from voting).

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

• (ii) Any alterations to the terms and conditions of the Share Option Scheme which are of a material nature, or any change to the terms of Options granted, must be approved by the Shareholders in general meeting (with all Grantees, prospective Grantees and their associates who are Shareholders abstaining from voting), except where the alterations take effect automatically under the existing terms of the Share Option Scheme. The Share Option Scheme so altered must comply with Chapter 17 and other relevant requirements of the Listing Rules.

(S) CONDITIONS OF THE SHARE OPTION SCHEME

The Share Option Scheme shall take effect conditional upon:

• (i) the passing of the resolution by the Shareholders to approve and adopt the Share Option Scheme and to authorise the Board to grant Options thereunder and to allot and issue Shares pursuant to the exercise of any Options; and

• (ii) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares which fall to be issued pursuant to the exercise of any Options (subject to an initial limit of 10% of the aggregate number of Shares in issue on the date of such Shareholders’ resolution to approve and adopt the Share Option Scheme).

(T) LAPSE OF OPTION

An Option shall lapse automatically and shall not be exercisable, to the extent not already exercised, on the earliest of:

• (i) the expiry of the Option Period;

• (ii) the expiry of the periods referred to in paragraphs (H), (I), (J), (L) to (O) above respectively;

• (iii) the expiry of the period referred to in paragraph (L) above, subject to any court of competent jurisdiction making an order to prohibit the offeror from acquiring the remaining Shares in the Offer;

• (iv) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in paragraph (M) above;

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

• (v) the date of commencement of the winding-up of the Company;

• (vi) the date on which the Grantee ceases to be a Participant as referred to in paragraphs (H)(i) and (ii) above;

• (vii) the date on which the Grantee commits a breach by selling, transferring, charging, mortgaging, encumbering or creating any interest in favour of any other person over or in relation to any Option or entering into any agreement to do so; and

• (viii) subject to paragraph (H)(ii), the date the Grantee ceases to be a Participant for any other reason.

(U) TERMINATION OF THE SHARE OPTION SCHEME

The Company may, by ordinary resolution in general meeting, or the Board may at anytime terminate the Share Option Scheme and in such event no further Options may be offered or granted but in all other respects the provisions of the Share Option Scheme shall remain in full force and effect in respect of Options which are granted during the life of the Share Option Scheme and which remain unexpired immediately prior to termination of the operation of the Share Option Scheme.

(V) RESTRICTION ON GRANT OF OPTION

A grant of Options may not be made after inside information (as defined under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) has come to the Company’s knowledge until such information has been announced. In particular, during the period commencing one month immediately before the earlier of:

• (i) the date of the meeting of the Board (as such date is first notified to the Stock Exchange under the Listing Rules) for approving the Company’s results for any year or half-year period under the Listing Rules, or any other interim or quarter-year period (whether or not required under the Listing Rules); and

• (ii) the deadline for the Company to announce its results for any year or half-year period under the Listing Rules or any other interim or quarter-year period (whether or not required under the Listing Rules),

and ending on the date of the results announcement, no Option may be granted.

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APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(W) CANCELLATION

• (i) The Board may effect the cancellation of any Options granted but not exercised on such terms as may be agreed with the relevant Grantee, as the Board may in its absolute discretion see fit and in a manner that complies with all applicable legal requirements for such cancellation, except that where the Grantee is in breach of paragraph (G), the Board may cancel any outstanding Option without the relevant Grantee’s agreement.

• (ii) Where the Company cancels Options and issues new ones to the same Grantee, the issue of such new options may only be made under a scheme with available unissued Shares (excluding the Shares which were the subject of cancelled options) under the Scheme Mandate Limit.

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NOTICE OF SPECIAL GENERAL MEETING

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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 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.”

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

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 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 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.

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NOTICE OF SPECIAL GENERAL MEETING

1. 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.

2. 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.

3. 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.

4. 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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