Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2015

May 5, 2015

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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all of your shares in China Smarter Energy Group Holdings Limited, you should at once hand this circular and the accompanying Form of Proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 *** (Formerly known as Rising Development Holdings Limited 麗盛集團控股有限公司*) (Incorporated in Bermuda with limited liability) (Stock Code: 1004)**

PROPOSED GENERAL MANDATE REFRESHMENT AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 10 of this circular. A letter from the Independent Board Committee is set out on page 11 of this circular. A letter from Nuada Limited to the Independent Board Committee and the Independent Shareholders is set out on pages 12 to 21 of this circular.

A notice convening the SGM to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 22 May 2015 at 11:30 a.m. is set out on pages 22 to 24 of this circular.

Whether or not you are able to attend the SGM, you are requested to complete the enclosed Form of Proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar, 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 the holding of the SGM (or any adjournment, as the case may be). Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the SGM (or any adjourned meeting) should you so wish.

6 May 2015

• For identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

– i –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company held on 20 June 2014 at which the Shareholders approved, among other matters, the Existing General Mandate;

• “Board”

the board of Directors;

• “Bye-laws”

the Bye-laws of the Company;

• “Company”

China Smarter Energy Group Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Stock Exchange;

• “controlling shareholder”

has the meaning ascribed to it under the Listing Rules;

• “Convertible Bonds”

the 3 months HIBOR plus 5.5% coupon convertible bonds in the principal amount of HK$700,000,000 issued by the Company to Shanghai Electric Hongkong Co. Limited on 12 September 2014;

“Directors”

the directors of the Company;

“Existing General Mandate”

the general mandate granted by the Shareholders to the Directors at the Annual General Meeting to allot, issue and deal with up to 20% of the aggregate nominal value of the Shares in issue on the date of the Annual General Meeting;

• “Form of Proxy”

the form of proxy for use by Shareholders at the SGM;

“General Mandate Refreshment”

the general mandate proposed to be granted to the Directors at the SGM to allot, issue and otherwise deal with additional Shares not exceeding 20% of the share capital of the Company in issue on the date of the passing of the General Mandate Refreshment Resolution;

– 1 –

DEFINITIONS

• “General Mandate Refreshment Resolution”

• the ordinary resolution to approve the General Mandate Refreshment to be proposed at the SGM;

• “Group”

the Company and its subsidiaries;

• “Hong Kong”

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

• “Independent Board Committee”

• an independent committee of the Board comprising the independent non-executive Directors to advise the Independent Shareholders in respect of the General Mandate Refreshment;

• “Independent Financial Adviser”

• Nuada Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity as defined under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the General Mandate Refreshment;

• “Independent Shareholder(s)” Shareholder(s) other than the Directors (excluding independent non-executive Directors) and their associates;

• “Latest Practicable Date”

• 5 May 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

• “Listing Rules”

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

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “SGM” the special general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the General Mandate Refreshment;

“Shares”

existing ordinary shares with a nominal value of HK$0.0025 each in the capital of the Company;

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DEFINITIONS

“Shareholders” holders of Shares; “Share Subdivision” the subdivision of each of the issued and unissued share of par value of HK$0.01 each into four subdivided shares of par value of HK$0.0025 each, details of which were disclosed in the Company’s circular dated 2 December 2014; “Stock Exchange” the Stock Exchange of Hong Kong Limited; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “US$” United States dollars, the lawful currency of the United States of America; and “%” per cent.

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LETTER FROM THE BOARD

**CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 ***

(Formerly known as 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: Registered Office: Mr. Wang Hao (Chairman & Chief Executive Officer) Clarendon House Mr. Lai Leong 2 Church Street Mr. Lam Kwan Sing Hamilton HM 11 Mr. Wong Nga Leung Bermuda Mr. Hon Ming Sang Mr. Zhou Chengrong Principal place of business in Hong Kong: Independent Non-executive Directors: Rooms 2004-5, 20th Floor Mr. Fok Ho Yin, Thomas World Trade Centre Mr. Tsui Ching Hung 280 Gloucester Road Ms. Cheung Oi Man, Amelia Causeway Bay Hong Kong 6 May 2015

To Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATE REFRESHMENT AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

On 24 April 2015, the Company announced the proposal for General Mandate Refreshment.

The General Mandate Refreshment is subject to the passing of the General Mandate Refreshment Resolution by the Independent Shareholders at the SGM to be held on 22 May 2015, notice of which is set out on pages 22 to 24 of this circular.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information in respect of (i) the General Mandate Refreshment; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the General Mandate Refreshment; and (iv) a notice of the SGM.

BACKGROUND TO AND REASONS FOR THE GENERAL MANDATE REFRESHMENT

The Existing General Mandate was granted by Shareholders by ordinary resolution passed at the Annual General Meeting held on 20 June 2014. Since then, the Company has implemented the Share Subdivision that took effect on 19 December 2014.

The Existing General Mandate to a maximum 297,245,720 shares of HK$0.01 each (before the Share Subdivision, or 1,188,982,880 Shares after adjustment for the Share Subdivision), being 20% of the aggregate nominal amount of the issued share capital of the Company of 1,486,228,600 shares of HK$0.01 each as at the date of passing of the resolution. It was utilised in part for the issue of the Convertible Bonds which were the subject of the Company’s announcements dated 22 August 2014, 12 September 2014 and 8 October 2014 by which the Company raised a total of HK$700,000,000 which was deployed towards the Group’s solar business. On the basis that 825,958,700 Shares fall to be issued upon full conversion of the Convertible Bonds and assuming no further adjustment to the conversion price, 363,024,180 Shares remain available under the Existing General Mandate for issue and allotment by the Directors.

The proceeds (net of expenses) of the issue of the Convertible Bonds was HK$697 million (of which approximately HK$94 million remains unutilised) was applied as follows:

Settlement of the cash consideration for the acquisition of Rander HK$322,000,000 International Limited completed on 17 February 2015 Cash deposit for the proposed acquisition of Incentive Power Limited HK$100,000,000 announced on 4 November 2014 Interest payment under the Convertible Bonds HK$22,000,000 Refundable earnest moneys paid in connection with possible acquisition HK$113,000,000 of roof top solar plants which is under discussions which may or may not proceed Working capital HK$46,000,000

The Group is principally engaged in investment business, fur business, mining business and solar energy business. The Company has been active in expanding its portfolio of investments in the solar energy sector since early 2014, which includes both solar plants that have already connected to the State grid and those which are being constructed. Further growth of this business sector of the Group will continue to require cash investment (whether for the purposes of construction,

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LETTER FROM THE BOARD

acquisition or otherwise). In view of the recent strong rally in equity market and the next annual general meeting of the Company at which a general mandate will be sought will not be held until August 2015, the Board proposes to seek approval of the Independent Shareholders to refresh the Existing General Mandate to enable the Board to capture market opportunities to raise meaningful amount of capital on commercially acceptable terms, given that fund raising through general mandate is considerably simpler and requires less lead time than other types of fund raising exercises. The Company has been approached by and is in discussions with different independent third party investors who have expressed an interest in investing in the Company. In view of the favourable market price of the Shares, the Directors are targeting to raise between US$100 million to US$200 million gross proceeds in total using the General Mandate Refreshment. However, as discussions remain at a preliminary stage, there is no assurance that the Company will be able to raise that or any amount from any of the existing or future potential investors. Subject to the approval of the General Mandate Refreshment Resolution by the Independent Shareholders and definitive agreements for the fund raising being entered into by the Company, the Company will make an appropriate announcement as required by the Listing Rules. Should the Company be successful in raising any such equity financing, its intention is to apply the majority if not all of the proceeds, net of expenses, towards developing its solar power business. Depending on the timing and the amount of funds raised, the Company may or may not use any of such net proceeds towards the acquisition of Incentive Power Limited, that was the subject matter of the Company’s announcement dated 4 November 2014, given that the cash consideration portion of the acquisition consideration may at the election of the Company be settled by issue of loan notes of threeyear tender. A decision on the proposed use of proceeds will be made as and when there is more certainty as to the funds that the Company is in fact able to raise.

PROPOSED GENERAL MANDATE REFRESHMENT

The Company has not refreshed the Existing General Mandate since the Annual General Meeting. The Company has an aggregate of 6,988,392,660 Shares in issue as at the Latest Practicable Date.

As the proposed grant of the General Mandate Refreshment is being made prior to the Company’s next annual general meeting, pursuant to Rule 13.36(4) of the Listing Rules, the General Mandate Refreshment is subject to the approval of the Independent Shareholders at the SGM.

Subject to the approval of the Independent Shareholders of the General Mandate Refreshment, assuming that no other Shares will be issued and/or repurchased by the Company on or prior to the date of the SGM, the Company would be allowed under the General Mandate Refreshment to allot and issue up to 1,397,678,532 Shares, being 20% of the issued share capital of the Company as at the Latest Practicable Date.

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LETTER FROM THE BOARD

The General Mandate Refreshment will, if granted, expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of the authority given by such mandate by an ordinary resolution passed by the Shareholders in a general meeting; and (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held.

SHAREHOLDING STRUCTURE

The following table sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) for illustrative purpose only, immediately after full utilisation of the General Mandate Refreshment, assuming that there will be no other changes to the share capital of the Company from the Latest Practicable Date up to the date of full utilisation of the General Mandate Refreshment.

Shareholders Mr. Lai Leong (Note 1) Linkage Group Limited (Note 2) Ms. Cao Zhiying Public shareholders Maximum number of new Shares which may be issued under the General Mandate Refreshment	At the Latest Practicable Date No. of Shares Approximate % 1,411,446,400 20.20 1,043,478,260 14.93 960,000,000 13.74 3,573,468,000 51.13 – – 6,988,392,660 100.00	Immediately after full utilisation of the General Mandate Refreshment No. of Shares Approximate % 1,411,446,400 16.83 1,043,478,260 12.44 960,000,000 11.45 3,573,468,000 42.61 1,397,678,532 16.67 8,386,071,192 100.00	Immediately after full utilisation of the General Mandate Refreshment No. of Shares Approximate % 1,411,446,400 16.83 1,043,478,260 12.44 960,000,000 11.45 3,573,468,000 42.61 1,397,678,532 16.67 8,386,071,192 100.00
			100.00

Notes:

• 1 These Shares are owned by Oriental Day International Limited, a company incorporated in the British Virgin Islands, which is wholly and beneficially owned by Mr. Lai Leong, an executive Director. Mr. Lai Leong is a director of Oriental Day International Limited. Mr. Lai Leong is deemed to be interested in the Shares held by Oriental Day International Limited.

• 2 Linkage Group Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly-owned by Mr. Xu Hua.

– 7 –

LETTER FROM THE BOARD

GENERAL

Pursuant to Rule 13.36(4)(a) of the Listing Rules, any controlling shareholders and their associates or, where there are no controlling shareholders, Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the General Mandate Refreshment.

The Company has no controlling shareholders. To the best knowledge, information and belief of the Directors, Mr. Lai Leong, being an executive Director, held 1,411,446,400 Shares, representing approximately 20.20% of the issued Shares as at the Latest Practicable Date. As such, Mr. Lai Leong and his associates who as at the date of the SGM shall hold any Shares, are required to abstain from voting in favour of the resolution regarding the General Mandate Refreshment.

As a result, as at the Latest Practicable Date, to the best knowledge, information and belief of the Directors, the following Shareholders are required to abstain from voting in favour of the General Mandate Refreshment Resolution at the SGM according to Rule 13.36(4) of the Listing Rules:

	Number of	Approximate
Name of Shareholder	Shares held	%
Mr. Lai Leong (Note)	1,411,446,400	20.20
Oriental Day International Limited	1,411,446,400	20.20

Note: These Shares are owned by Oriental Day International Limited, a company incorporated in the British Virgin Islands, which is wholly and beneficially owned by Mr. Lai Leong. Mr. Lai Leong is a director of Oriental Day International Limited. Mr. Lai Leong is deemed to be interested in the Shares held by Oriental Day International Limited.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprises of Mr. Fok Ho Yin, Thomas, Mr. Tsui Ching Hung and Ms. Cheung Oi Man, Amelia, all being independent non-executive Directors has been established to advise the Independent Shareholders on the grant of the General Mandate Refreshment.

Nuada Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the General Mandate Refreshment.

– 8 –

LETTER FROM THE BOARD

SGM

A SGM will be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 22 May 2015 at 11:30 a.m. at which the ordinary resolution will be proposed to seek Independent Shareholders’ approval for the General Mandate Refreshment.

Action to be taken with regard to the SGM

If you are a Shareholder and are not able to attend the SGM, you are requested to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon and any power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney, to Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM.

Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting at the SGM, or any adjournment thereof, if they so wish and in such event the relevant Form of Proxy shall be deemed to be revoked.

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on page 11 of this circular which contains its recommendation to the Independent Shareholders on the General Mandate Refreshment; and (ii) the letter from the Independent Financial Adviser set out on pages 12 to 21 of this circular, which contains, among other matters, its advice to the Independent Board Committee and the Independent Shareholders in relation to the General Mandate Refreshment and the principal factors considered by it in arriving at its advice.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, is of the opinion that the General Mandate Refreshment is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole and accordingly recommends the Independent Shareholders to vote in favour of the General Mandate Refreshment Resolution to be proposed at the SGM.

Accordingly, the Directors (including the independent non-executive Directors) consider that the General Mandate Refreshment is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole and recommend the Independent Shareholders to vote in favour of the General Mandate Refreshment Resolution to be proposed at the SGM.

– 9 –

LETTER FROM THE BOARD

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 sincerely,

On behalf of the Board of

China Smarter Energy Group Holdings Limited Mr. Wang Hao

Chairman

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

**CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 ***

(Formerly known as Rising Development Holdings Limited 麗盛集團控股有限公司) (Incorporated in Bermuda with limited liability) (Stock Code: 1004)*

6 May 2015

To Independent Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATE REFRESHMENT

We refer to the circular of the Company dated 6 May 2015 (the “ Circular ”) of which this letter forms part. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Circular.

We have been appointed by the Board to advise the Independent Shareholders as to whether the terms of the proposed General Mandate Refreshment are fair and reasonable so far as the Independent Shareholders are concerned. Nuada Limited has been appointed as the Independent Financial Adviser to advise us in this respect.

We wish to draw your attention to the letter from the Board set out on pages 4 to 10 of the Circular and the letter of advice from the Independent Financial Adviser set out on pages 12 to 21 of the Circular.

Having taken into account the principal factors and reasons considered by the Independent Financial Adviser, its conclusion and advice, we concur with the view of the Independent Financial Adviser and consider the terms the General Mandate Refreshment are fair and reasonable so far as the Independent Shareholders are concerned and the General Mandate Refreshment is in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend you to vote in favour of the ordinary resolution to be proposed at the SGM to approve the General Mandate Refreshment.

Yours faithfully, For and on behalf of Independent Board Committee

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

• For identification purpose only

– 11 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is the text of a letter received from Nuada Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding the grant of the General Mandate Refreshment for the purpose of inclusion in this circular.

==> picture [170 x 40] intentionally omitted <==

Unit 1805-08, 18/F OfficePlus @Sheung Wan 93-103 Wing Lok Street Sheung Wan, Hong Kong 香港上環永樂街93-103號 協成行上環中心18樓1805-08室

6 May 2015

To the independent board committee and the independent shareholders of China Smarter Energy Group Holdings Limited

Dear Sirs,

PROPOSED GENERAL MANDATE REFRESHMENT

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the General Mandate Refreshment, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in the circular dated 6 May 2015 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

As at the Latest Practicable Date, 363,024,180 new Shares could be issued under the Existing General Mandate which was granted by the Shareholders to the Directors at the Annual General Meeting after the completion of issue of the Convertible Bonds, details of which are set out in the Company’s announcement dated 12 September 2014. Therefore, the Board proposes to seek approval of the Independent Shareholders for the grant of the General Mandate Refreshment such that the Directors will be granted the authority to allot and issue new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the SGM. Pursuant to Rule 13.36(4) of the Listing Rules, the granting of the General Mandate Refreshment requires the approval of the Independent Shareholders at the SGM at which any of the controlling Shareholders and their associates or, where there are no controlling Shareholders, the Directors (excluding the independent non-executive Directors), the chief executive of the Company and their respective associates are required to abstain from voting in favour of the resolution

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

proposed for the approval of such grant, and under Rule 13.39 of the Listing Rules, any vote of the shareholders at the general meeting must be taken by way of poll. According to the management of the Company, the Company has no controlling Shareholders and to the best knowledge, information and belief of the Directors, Mr. Lai Leong, being an executive Director, held 1,411,446,400 Shares, representing approximately 20.20% of the issued Shares as the Latest Practicable Date. As such, Mr. Lai Leong and his associates who as at the date of the SGM shall hold any Shares, are required to abstain from voting in favour of the resolution regarding the General Mandate Refreshment. Saved as disclosed above, none of the Directors (excluding independent non-executive Directors) and their respective associates hold any interest in the Shares as at the Latest Practicable Date. Please refer to the section headed “General” in the Board Letter for detailed information.

The Independent Board Committee comprising Mr. Fok Ho Yin, Thomas, Mr. Tsui Ching Hung and Ms. Cheung Oi Man, Amelia (all being independent non-executive Directors) has been established to advise the Independent Shareholders on the grant of General Mandate Refreshment. We, Nuada Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

We, Nuada Limited, are independent of and not connected with any members of the Group or any of their substantial shareholders, directors or chief executives, or any of their respective associates, and are accordingly qualified to give an independent advice in respect of the General Mandate Refreshment and we did not act as independent financial adviser to the Company’s other transactions in the last two years.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

– 13 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, that having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the 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 in the Circular or the Circular misleading.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, its subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the grant of the General Mandate Refreshment. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date.

Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the grant of the General Mandate Refreshment, we have taken into consideration the following principal factors and reasons:

(i) Background information of the grant of the General Mandate Refreshment

According to the Board Letter and the management of the Company, the Company is an investment holding company and the Group is principally engaged in investment business, fur business, mining business and solar energy business.

The Directors were authorised to allot and issue up to 297,245,720 shares of HK$0.01 each (before the Share Subdivision) or 1,188,982,880 Shares after adjustment for the Share Subdivision under the Existing General Mandate which was granted to the Directors at the Annual General Meeting.

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Upon completion of the issue of the Convertible Bonds, on the basis that 825,958,700 Shares fall to be issued upon full conversion of those convertible bonds and assuming no further adjustment to the conversion price, 363,024,180 Shares remain available under the Existing General Mandate for issue and allotment by the Directors.

Given that approximately 70% of the Existing General Mandate has been utilised as a result of the issue of the Convertible Bonds, the Board proposes to seek approval of the Independent Shareholders for the proposed grant of the General Mandate Refreshment such that the Directors will be granted the authority to allot and issue new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the SGM.

As at the Latest Practicable Date, the Company had 6,988,392,660 Shares in issue. On the basis that no Share would be issued be/or repurchased by the Company, no share option of the Company would be exercised from the Latest Practicable Date up to the date of the SGM, the grant of the General Mandate Refreshment would allow the Directors to allot and issue up to 1,397,678,532 new Shares, representing 20% of the total issued share capital of the Company as at the date of the SGM.

(ii) Reasons for the proposed grant of the General Mandate Refreshment

With reference to the Board Letter, the Board would like to provide flexibility for the Company to raise funds for its future business development and/or opportunities to be identified by the Company through equity financing. Given that equity financing (i) does not incur any interest expenses on the Group as compared with bank financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising and/or prospective investment opportunity as and when it arises, the Board proposes to seek approval of the Independent Shareholders grant the General Mandate Refreshment for the Directors to allot and issue new Shares with an aggregate nominal amount of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the SGM.

As confirmed by the Directors, the Company is an investment holding company and the Group is principally engaged in investment business, fur business, mining business and solar energy business. According to the Company’s interim report for the six months period ended 30 September 2014, the Group recorded a turnover of approximately HK$159.20 million (six months ended 30 September 2013: negative turnover of approximately HK$13.64 million) for the six months ended 30 September 2014, of which turnover from (i) sales of fur skins and fur garment amounted to approximately HK$2.72 million (six months ended 30 September 2013: HK$2.19 million); (ii) fair value gains of approximately HK$156.36 million on held for trading investments (six months ended 30 September 2013: losses of approximately HK$17.82 million); and (iii) no dividend income (six months ended 30 September 2013: approximately HK$1.87 million). Accordingly, the increase

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

in turnover for the six months period ended 30 September 2014 as compared to the previous corresponding period was mainly due to the fair value gains on held for trading investments (which is non-cash in nature). For the six months ended 30 September 2014, the Group recorded a profit for the period of approximately HK$88.72 million (six months ended 30 September 2013: losses of approximately HK$20.04 million). Notwithstanding the increase in turnover and the profit recorded for the six months ended 30 September 2014, the Group recorded net cash outflow of approximately HK$6.38 million for the six months ended 30 September 2014 with monthly average net cash outflow of approximately HK$1.06 million.

As disclosed in the Company’s announcements dated 15 July 2014, 25 September 2014, 31 October 2014, 10 December 2014 and 17 February 2015, and circular dated 31 December 2014, the Company acquired 100% equity interest of Jinchang Jintai Photovoltaic Company Limited, a company principally engaged in the development and operation of two solar power stations in Jinchang, Gansu Province, have an aggregate annual production capacity of 100 megawatts (the “ 1st Solar project ”). The consideration of the aforesaid acquisition is HK$562 million which was satisfied by the partial proceeds from the issue of the Convertible Bonds (HK$322 million) (the net proceeds from the issue of the Convertible Bonds amounted to approximately HK$697 million) and the issue of consideration Shares (dollar value of HK$240 million).

As disclosed in the Company’s announcement dated 4 November 2014, the Company proposed to acquire Jinchang Guoyuan Photovoltaic Company Limited, a company principally engaged in the development and operation of two solar power stations in Jinchang, Gansu Province, have an aggregate annual production capacity of 100 megawatts (the “ 2nd Solar Project ”). The consideration of the aforesaid acquisition was HK$500 million which would be satisfied by the following manner: (i) HK$100 million in cash as deposit (from the net proceed of the Convertible Bonds); (ii) HK$100 million by allotment and issue of the consideration Shares; and (iii) balance of HK$300 million in cash or loan note. According to the management of Company, the aforesaid two solar power stations projects are two separate projects.

As stated in the Board Letter and according to the management of the Company, the Company has been approached by and is in discussions with different independent third party investors who have expressed an interest in investing in the Company. In view of the favourable market price of the Shares (the closing price of the Shares increased from HK$1.15 on 2 February 2015 to HK$1.55 as at the Latest Practicable Date, which represent an increase of approximately 34.8%), the Directors are targeting to raise between US$100 million to US$200 million gross proceeds in total using the General Mandate Refreshment. However, as discussions remain at a preliminary stage, there is no assurance that the Company will be able to raise that or any amount from any of the existing or future potential investors. Subject to the approval of the General Mandate Refreshment Resolution by the Independent Shareholders and definitive agreements for the fund raising being entered into by the Company, the Company will make an appropriate announcement as required by the Listing Rules. Should the Company be successful in raising

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

any such equity financing, its intention is to apply the majority if not all of the proceeds, net of expenses, towards developing its solar power business. Depending on the timing and the amount of funds raised, the Company may or may not use any of such net proceeds towards the acquisition of Incentive Power Limited, that was the subject matter of the Company’s announcement dated 4 November 2014, given that the cash consideration portion of the acquisition consideration may at the election of the Company be settled by issue of loan notes of three-year tender. A decision on the proposed use of proceeds will be made as and when there is more certainty as to the funds that the Company is in fact able to raise.

According to the management of the Company and the Company’s annual report for the year ended 31 March 2014, the Group has been identifying and exploring suitable projects and/or investments with good potential for acquisition. According to the management of the Company, the PRC government has selected solar as one of the key ways to promote clean energy over the next decade, the Company has been actively looking at potential investments in solar sector and will focus on the strategic development of the solar power generation business and devote more resources in the business in the coming future. During the China’s Central Economic Work Conference（中央經濟工作會議）that being held in December 2014, the General Secretary of China, Xi Jinping has issued the consciousness about environmental condition in China. The conference has insisted that the environment pollution has reached the limit of the carrying capacity of whole country. As such, the government will continue to announce different policies to achieve and rebuild a low-carbon and sustainable environment. According to “The Development of Science Technology Proposal for 2006 to 2020”（國家中長期科技發展規劃綱要2006-2020）that was published by the Ministry of Science and Technology of China（中國科學技術部）, China government has set up a renewable energy special funds to subsidize the solar sector industry for whole country. We can foresee that more policies will be published followed by the statements from China Central Economic Work Conference.

In addition, according to the Board Letter and the management of the Company, the next annual general meeting of the Company at which a general mandate will be sought will not be held until August 2015, which is at least 90 days from the Latest Practicable Date.

Given the foregoing, we are of the opinion that the grant of the General Mandate Refreshment would provide the Company with the necessary flexibility to fulfil any possible funding needs for business operation and/or investment decisions. Accordingly, we are of the view that the grant of the General Mandate Refreshment is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) Fund raising activities in the past twelve months

Set out below are the fund raising activities announced by the Company in the past twelve months prior to the Latest Practicable Date

Date of	Fund raising	Net proceeds raised	Proposed use of	Actual use of
announcement	activity	(approximately)	proceeds	the net proceeds
22 August 2014 and	Issue of	HK$697 million	Intended to be used	Please refer to the breakdown
12 September 2014	HK$700,000,000		for acquisitions	of the use of net proceeds
	3 months HIBOR		or investments in	as stated in the section
	plus 5.5% coupon		the solar energy	headed “Background to
	convertible bonds		businesses	and reasons for the General
				Mandate Refreshment” in
				the Board Letter

(iv) Flexibility in financing

The Company has always been actively looking into different opportunities for investing in solar sector and focus on developing the solar power generation business. As disclosed in the announcement of the Company dated 12 September 2014 regarding to the issue of the Convertible Bonds which have been successfully issued to the subscriber that approximately HK$697 million was raised and part of this fund raising activity (i.e. HK$322 million) is to support the expense of the 1st Solar Project and the deposit payment of 2nd Solar Project (i.e. HK$100 million) as mentioned in the above paragraph “Reasons for the proposed grant of the General Mandate Refreshment”. In addition, the Company needs to raise approximately HK$300 million for the 2nd Solar Project as mentioned in the above paragraph “Reasons for the proposed grant of the General Mandate Refreshment” and also preparing sufficient funds for future acquisition or other investment activities. According to the management of the Company, the unaudited amount of the Company’s cash level as at 31 March 2015, is approximately HK$94 million. Based on the above analysis, we noted that the Company need to raise additional fund for the 2nd Solar Project.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As discussed in the foregoing, we consider that the grant of the General Mandate Refreshment would provide the Company with the necessary flexibility to fulfil any possible funding needs for the 2nd Solar Project and future business development and/or investment decisions. The grant of General Mandate Refreshment would provide the Company with the flexibility as allowed under the Listing Rules to allot and issue new Shares for equity fund raising activities, such as placing of new Shares, or as consideration for potential investments in the future as and when such opportunities arise. Furthermore, the additional amount of equity which may be raised after the grant of the General Mandate Refreshment would provide the Group with more financing options when assessing and negotiating potential investments in a timely manner. Given the financial flexibility available to the Company as discussed above, we are of the opinion that the grant of the General Mandate Refreshment is in the interests of the Company and the Shareholders as a whole.

(v) Other financing alternatives

We have enquired with the Directors and the Directors confirmed that apart from equity financing, the Group may also consider debt financing, such as bank borrowings, to be other possible fund raising alternatives available to the Group. However, the Directors are of the view that the ability of the Group to obtain bank borrowings usually depends on the Group’s financial position and the then prevailing market condition. Furthermore, such alternative may be subject to lengthy due diligence and negotiations with banks. Given that debt financing will usually incur interest burden on the Group, the Directors consider debt financing to be relatively uncertain and time-consuming as compared to equity financing for the Group to obtain additional funding.

The Directors confirmed that they would exercise due and careful consideration when choosing the best financing method available to the Group such as debt financing and equity financing, including but not limited to, rights issue and open offer. With this being the case, along with the fact that the grant of the General Mandate Refreshment will provide the Company an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future business development, we are of the view that the grant of the General Mandate Refreshment is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(vi) Potential dilution to shareholding of the existing public Shareholders

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after full utilisation of the General Mandate Refreshment (assuming that no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date on which the General Mandate Refreshment (if granted) is utilized in full):

Shareholders Mr. Lai Leong (Note 1) Linkage Group Limited (Note 2) Ms. Cao Zhiying Public Shareholders Maximum number of new Shares which may be issued under the General Mandate Refreshment Note:	At the Latest Practicable Date No. of Shares Approximate % 1,411,446,400 20.20 1,043,478,260 14.93 960,000,000 13.74 3,573,468,000 51.13 – – 6,988,392,660 100.00	Immediately after full utilization of the General Mandate Refreshment No. of Shares Approximate % 1,411,446,400 16.83 1,043,478,260 12.44 960,000,000 11.45 3,573,468,000 42.61 1,397,678,532 16.67 8,386,071,192 100.00	Immediately after full utilization of the General Mandate Refreshment No. of Shares Approximate % 1,411,446,400 16.83 1,043,478,260 12.44 960,000,000 11.45 3,573,468,000 42.61 1,397,678,532 16.67 8,386,071,192 100.00
			100.00

1. These Shares are owned by Oriental Day International Limited, a company incorporated in the British Virgin Islands, which is wholly and beneficially owned by Mr. Lai Leong, an executive Director. Mr. Lai Leong is a director of Oriental Day International Limited. Mr. Lai Leong is deemed to be interested in the Shares held by Oriental Day International Limited.

2. Linkage Group Limited, a company incorporated in the BVI with limited liability, which is wholly-owned by Mr. Xu Hua.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that the proposed grant of the General Mandate Refreshment is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at SGM to approve the proposed grant of the General Mandate Refreshment and we recommend the Independent Shareholders to vote in favour of the ordinary resolution in this regard.

Yours faithfully, For and on behalf of Nuada Limited Kevin Wong Vice President

Mr. Kevin Wong is a person licensed to carry out type 6 (advising on corporate finance) regulated activity under the SFO and is a responsible officer of Nuada Limited who has over 12 years of experience in corporate finance industry.

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NOTICE OF SPECIAL GENERAL MEETING

CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 *** (Formerly known as 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 China Smarter Energy Group Holdings Limited (the “ Company ”) will be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 22 May 2015 at 11:30 a.m. to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company given to the directors of the Company (the “ Directors ”) at the annual general meeting (the “ Annual General Meeting ”) of the Company held on 20 June 2014 be and is hereby revoked and replaced by the following mandate:

THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorised and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the total nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

• (ii) any issue of shares of the Company on the exercise of the outstanding conversion rights attaching to the convertible bonds issued by the Company, which are convertible into shares of the Company;

• (iii) the exercise of options granted under the share option scheme of the Company; and

• (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-Laws of the Company,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and this approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders in a general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; and

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NOTICE OF SPECIAL GENERAL MEETING

“ Rights Issue ” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”

Yours faithfully,

On behalf of the Board of China Smarter Energy Group Holdings Limited Mr. Wang Hao Chairman

Hong Kong, 6 May 2015

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. 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.

2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, 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 the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. As at the date of this notice, the board comprises Mr. Wang Hao (Chairman & Chief Executive Officer), Mr. Lai Leong, Mr. Lam Kwan Sing, Mr. Wong Nga Leung, Mr. Hon Ming Sang and Mr. Zhou Chengrong as executive Directors, and Mr. Fok Ho Yin, Thomas, Mr. Tsui Ching Hung and Ms. Cheung Oi Man, Amelia as independent nonexecutive Directors.

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