Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2015

Jan 14, 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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Rising Development Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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 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 CHANGE OF COMPANY NAME AND NOTICE OF THE SPECIAL GENERAL MEETING OF THE COMPANY

A notice convening a special general meeting of Rising Development Holdings Limited to be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 9 February 2015 at 3:00 p.m. is set out on pages 6 to 7 of this circular. A form of proxy for use at the special general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.hkrising.com).

Whether or not you are able to attend the special general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the 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 the holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude the shareholders from attending and voting in person at the meeting if they so wish.

15 January 2015

• For identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3. SGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

“Board”

the board of Directors;

“Company”

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

“Director(s)”

the director(s) of the Company;

“Group”

the Company and its subsidiaries from time to time;

“Hong Kong”

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

“Listing Rules”

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

“Proposed Name Change”

the proposed change of the English name of the Company from “Rising Development Holdings Limited” to “China Smarter Energy Group Holdings Limited”, and upon the proposed change of the Company’s English name becoming effective, to adopt “中國智慧能源集團控股有限公 司” in replacement of “麗盛集團控股有限公司” as the Company’s Chinese name for identification purpose only;

“Registrar”

the Registrar of Companies in Bermuda;

“Share(s)”

ordinary share(s) of HK$0.0025 each in the capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

“Shareholder(s)”

holder(s) of Share(s);

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DEFINITIONS

“SGM” a special general meeting of the Company to be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 9 February 2015 at 3:00 p.m., to consider and, if appropriate, to approve the special resolution contained in the notice of the meeting which is set out on pages 6 to 7 of this circular, or any adjournment thereof; “Stock Exchange” The Stock Exchange of Hong Kong Limited.

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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 (Chairman & Chief Executive Officer) 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 HM 11 Bermuda

Principal Place of Business in Hong Kong: Rooms 2004-5, 20th Floor World Trade Centre 280 Gloucester Road Causeway Bay Hong Kong

15 January 2015

To the Shareholders

Dear Sir/Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF THE SPECIAL GENERAL MEETING OF THE COMPANY

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the special resolution to be proposed at the SGM for the Proposed Name Change.

• For identification purpose only

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LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

Reference is made to the Company’s announcement dated 13 January 2015. The Board proposed the Proposed Name Change. The stock short name of the Company will also be changed accordingly.

Conditions of the Proposed Name Change

The Proposed Name Change is subject to the passing of a special resolution by the Shareholders at the SGM, and the approval of the Registrar.

Subject to the satisfaction of the conditions set out above, the Proposed Name Change will take effect from the date on which the Registrar enters the Company’s new English name on the register maintained by the Registrar in place of the existing English name. The Company will carry out all necessary filing procedures in Hong Kong upon the Proposed Name Change becoming effective.

Reasons for the Proposed Name Change

The Group have been expanding the Group’s business focus on the strategic development of the new energy business and devoting more resources in that business. The Board considers that the proposed new name of the Company will better reflect this business focus and development of the Group and will provide the Company with a new corporate image and identity. The Board believes that the Proposed Name Change is in the interests of the Company and the Shareholders as a whole.

Effect of the Proposed Name Change

The Proposed Name Change will not, by itself, affect any rights of the holders of securities of the Company or the Company’s daily business operation and its financial position. Save for the change of stock short name to be announced by the Company, the trading arrangements for the Shares on the Stock Exchange will not be affected. The existing certificates of securities in issue bearing the present name of the Company will, after the Proposed Name Change becoming effective, continue to be evidence of title to such securities and continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company.

The Company will make further announcement(s) regarding the effective date of the Proposed Name Change and the change of the stock short name for trading of the Shares on the Stock Exchange.

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LETTER FROM THE BOARD

3. SGM AND PROXY ARRANGEMENT

The notice of the SGM is set out on pages 6 to 7 of this circular. At the SGM, a special resolution will be proposed to approve the Proposed Name Change.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the proposed special resolution will be put to vote by way of poll at the SGM. An announcement on the poll vote results will be published by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hkrising.com). Whether or not you are able to attend the SGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the 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 or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

4. RECOMMENDATION

The Directors consider that the Proposed Name Change is in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution to be proposed at the SGM.

Yours faithfully, By order of the Board Mr. Lai Leong

Chairman

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NOTICE OF THE SGM

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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 Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 9 February 2015 at 3:00 p.m. to consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be and is hereby changed from “Rising Development Holdings Limited” to “China Smarter Energy Group Holdings Limited” with effect from the date of entry of the new English name on the register maintained by the Registrar of Companies in Bermuda and, upon the change of English name becoming effective, “中國智慧能 源集團控股有限公司” be adopted as the new Chinese name of the Company in replacement of “麗盛集團控股有限公司” for identification purpose only (“Name Change”), and the directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the Name Change.”

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

Hong Kong, 15 January 2015

• For identification purpose only

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NOTICE OF THE SGM

Notes:

1. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. 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/her/it to attend and vote on his/her/its 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 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 the holding of the meeting or any adjournment thereof. Completion and return 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 form of proxy shall be deemed to be revoked.

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