Risecomm Group Holdings Limited — Proxy Solicitation & Information Statement 2002

Jul 25, 2002

Singamas Container Holdings LImited

勝獅貨櫃企業有限公司

(Incorporated in Hong Kong with limited liability)

Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company will be held at 9:00 a.m. on 15 August 2002 (Thursday) at Unit 604-606, 6th Floor, AXA Centre, 151 Gloucester Road, Wanchai, Hong Kong (the "Meeting") for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

"THAT:

(a) the conditional purchase and sale agreement dated 5 July 2002 made between the Company, Singamas Refrigerated Container Limited and ChinaVest IV, L.P., ChinaVest IV-A, L.P., ChinaVest IV-B, L.P., Chine Investissement 2000 and Garden Capital Limited (the "Agreement", a copy of which has been produced to the Meeting marked "A" and signed by the Chairman of this Meeting for the purpose of identification and the details of which are set out in the announcement of the Company dated 5 July 2002), under which the Company agreed to purchase from these entities 4,083,333 issued ordinary shares (with voting right) and 9,506,000 redeemable preference shares (with no voting right) of Singamas Refrigerated Container Limited which together represent 46.22% of the entire issued share capital thereof be and is hereby approved and ratified; and

(b) any one director of the Company be and is hereby authorized for and on behalf of the Company to execute, deliver and perfect the Agreement and to take all such actions, do all such things and execute all such further documents (or, in case of execution of documents under seal, to do so jointly with either the company secretary or a second director of the Company) so as to implement and give effect to the Agreement, including the allotment of shares of the Company as part of the consideration to be paid by the Company in the above transaction."

By order of the Board

Singamas Container Holdings Limited

Chang Yun Chung

Chairman

26th July, 2002

Notes:-

(1) A member who is holder of two or more shares, and who is entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending the Meeting and voting in person. In such event, his form of proxy will be deemed to have been revoked.

(2) In order to be valid, the form of proxy together with the power of attorney, if any, under which it is signed, or a notarially certified copy of such power of authority must be deposited at the registered office of the Company in Hong Kong at Unit 604-606, 6th Floor, AXA Centre, 151 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

(3) A form of proxy for use at the Meeting will be sent to shareholders together with the circular to be issued by the Company in connection with the aforesaid Agreement as soon as possible.

(4) Documents including, among others, copy of the Agreement will be available for inspection during normal business hours at the registered office of the Company in Hong Kong at Unit 604-606, 6th Floor, AXA Centre, 151 Gloucester Road, Wanchai, Hong Kong from 29 July 2002 to 15 August 2002 (both days inclusive).

Please also refer to the published version of this announcement in The Standard dated 26 July 2002.