Risecomm Group Holdings Limited — Proxy Solicitation & Information Statement 2003

Feb 27, 2003

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

If you have sold or transferred all your shares in Singamas Container Holdings Limited, you should at once hand this circular to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes 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.

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SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

DISCLOSEABLE TRANSACTION

ACQUISITION OF AN ADDITIONAL 19% EQUITY INTEREST IN SHUNDE LELIU WHARF & CONTAINER CO., LTD.

26th February, 2003

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Agreement dated 12th February, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Reasons for the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Discloseable Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

“Agreement”	the share transfer agreement dated 12th February, 2003
	made between the STC and Li Hang
“Board”	the board of Directors
“CFC”	an abbreviation for Chlorofluorocarbon
“Completion Date”	the earlier of (i) any day up to the 7th day following the
	date on which all approvals from the relevant authorities of
	the PRC approving the Agreement and the transactions
	contemplated therein have been obtained or (ii) 1st April,
	2003
“Company”	Singamas Container Holdings Limited, the shares of which
	are listed and traded on the Stock Exchange
“Consideration”	the total sum of US$3,800,000 (equivalent to approximately
	HK$29,640,000) to be paid by STC for the acquisition of
	19% equity interest in SLWC
“Director(s)”	the director(s) of the Company
“Equity Interest”	the 19% equity interest in SLWC
“Group”	the Company together with its subsidiaries
“HK$”	Hong Kong Dollars, the lawful currency of the Hong Kong
	Special Administrative Region of the PRC
“Latest Practicable Date”	24th February, 2003, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein
“Li Hang”	Shunde Leliu Li Hang Ji Ye Trading Co., Ltd., a company
	incorporated in the PRC
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange of Hong Kong Limited
“PRC”	the People’s Republic of China and for the purpose of this
	announcement, excluding Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China
	and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC

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DEFINITIONS

“SDI Ordinance”	Securities (Disclosure of Interests) Ordinance (Chapter 396
	of the Laws of Hong Kong)
“Share(s)”	Share(s) at the par value of HK$0.10 each in the capital of
	the Company
“SLWC”	Shunde Leliu Wharf & Container Co., Ltd., a sino-foreign
	owned joint venture established on 1st February, 2000 in
	the PRC and is currently owned as to 40% by the Company
	and 60% by Li Hang
“STC”	Singamas Terminals (China) Limited, a company
	incorporated in the British Virgin Islands
“Stock Exchange”	the Stock Exchange of Hong Kong Limited
“TEUs”	twenty-foot equivalent units, a standard unit of measurement
	for one twenty-foot container
“US$”	United States dollars, the lawful currency of United States
	of America
“%”	per cent.

For the purposes of illustration only and unless otherwise stated, the translation of United States dollars into Hong Kong dollars is based on the exchange rate of US$1.00 = HK$7.80 and the translation of Renminbi into Hong Kong Dollars is based on the exchange rate of HK$1.00 = RMB1.06. Such translations should not be construed as a representation that the amounts in question have been, could have been or could be converted at any particular rate or at all.

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LETTER FROM THE BOARD

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SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Executive Directors:

Mr. Chang Yun Chung (Chairman) (also known as Mr. Teo Woon Tiong) Mr. Teo Siong Seng (Vice Chairman) Mr. Hsueh Chao En Mr. Teo Tiou Seng

Registered Office: 22/F., Dah Sing Financial Centre 108 Gloucester Road Hong Kong

Non-Executive Directors:

Mr. Kuan Kim Kin

Independent Non-Executive Directors:

Mr. Ong Ka Thai Mr. Soh Kim Soon

26th February, 2003

To the Shareholders

Dear Sirs or Madams,

DISCLOSEABLE TRANSACTION ACQUISITION OF AN ADDITIONAL 19% EQUITY INTEREST IN SHUNDE LELIU WHARF & CONTAINER CO., LTD.

INTRODUCTION

On 12th February, 2003, the Company announced, among other things, that STC, a wholly owned-subsidiary of the Company, had on that day entered into the Agreement with Li Hang under which STC agreed to purchase from Li Hang 19% equity interest in SLWC.

The purpose of this circular is to provide you with further information in relation to the Agreement.

THE AGREEMENT DATED 12TH FEBRUARY, 2003

Parties:

• (1) STC; and

• (2) Li Hang

An independent third party not connected with the directors, chief executive and substantial shareholders of the Group and their respective associates (as defined under the Listing Rules).

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LETTER FROM THE BOARD

Transaction

Pursuant to the Agreement, STC agreed to purchase and Li Hang agreed to sell the Equity Interest.

The Company and Li Hang currently hold respectively 40% and 60% equity interest in SLWC. Upon completion of the Agreement, the Company, STC and Li Hang will hold 40%, 19% and 41% equity interest in SLWC respectively. The Company’s effective interest in SLWC will increase from 40% to 59% and SLWC will, on completion of the Agreement, become an indirect non-wholly owned-subsidiary of the Company.

Consideration

Pursuant to the Agreement, STC agreed to pay US$3,800,000 (equivalent to approximately HK$29,640,000) for the Equity Interest in cash on the Completion Date. The cash consideration will be funded by internal resources of the Group and bank financing.

Completion

Completion shall take place on the earlier of (i) any day up to the 7th day following the date on which all approvals from the relevant authorities of the PRC approving the Agreement and the transactions contemplated therein have been obtained or (ii) 1st April, 2003.

Board Representation

The board of directors of SLWC currently consists of five directors, of which three were appointed by Li Hang and two were appointed by the Company. Upon completion of the Agreement, one of the directors appointed by Li Hang will resign and STC will be entitled to appoint one director. Thus, upon completion of the Agreement, the board of directors of SLWC will consist of three directors appointed by the Group and two directors appointed by Li Hang.

Basis of Determination of the Consideration

The Consideration has been arrived at after arm’s length negotiation and on normal commercial terms by reference to the total paid up registered capital of SLWC in the sum of US$20,000,000 (equivalent to approximately HK$156,000,000).

SLWC was in trial operation in 2001 and commenced its commercial operation starting on 1st January, 2002. The capital contribution by the two shareholders of SLWC was fully paid up in 2002. Based on its audited results, the audited net tangible asset value of SLWC as at 31st December, 2001 was RMB26,228,941 (equivalent to approximately HK$24,744,284). SLWC reported a net loss (both before and after taxation and extraordinary items) of RMB1,036,059 (equivalent to approximately HK$977,414) for the year ended 31st December, 2001. Based on its latest unaudited accounts, SLWC has net tangible asset value of RMB180,802,574 (equivalent to approximately HK$170,568,466) as at 31st December, 2002 and it has reported a net profit (both before and after taxation and extraordinary items) of RMB16,335,366 (equivalent to approximately HK$15,429,591) for the year ended 31st December, 2002. In view of this latest net tangible asset value, the Consideration is considered reasonable by the Board of the Company.

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LETTER FROM THE BOARD

REASONS FOR THE TRANSACTION

The Company is an investment holding company incorporated in Hong Kong. The Group is one of the world’s leading container manufacturers and logistics service providers and its activities include manufacturing dry freight containers, collapsible flatrack containers, open top containers, bitutainers, CFC-free refrigerated containers, other specialized containers and container parts; provision of logistics services, including operating container depots, container terminals, midstream and container logistics services.

SLWC is in the business of operating a river container terminal at Leliu, Shunde, the PRC.

Upon completion of the Agreement, SLWC will become an indirect non-wholly ownedsubsidiary of the Company.

The Transaction strengthens the Group’s network and market coverage in the PRC and is thus in line with the Group’s principal activities and business objectives.

The Directors believe that by entering into the Agreement, the Company can expand its network and market coverage in the PRC and therefore enhance the Group’s overall profitability.

The Directors believe that the entering into the Agreement is in the interest of the Company and in line with the Group’s business objectives and the terms of the Agreement are fair and reasonable insofar as the shareholders of the Company are concerned.

DISCLOSEABLE TRANSACTION

As the unaudited net tangible asset value of SLWC as at 31st December, 2002 represents more than 15% of the audited consolidated net tangible asset value of the Company as at 31st December, 2001, the Agreement constitutes a discloseable transaction under the Listing Rules.

ADDITIONAL INFORMATION

Your attention is drawn to the general information of this circular.

By order of the Board Singamas Container Holdings Limited Chang Yun Chung Chairman

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GENERAL INFORMATION

(1) RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

(2) SHARE CAPITAL

As at the Latest Practicable Date, the authorized share capital of the Company was HK$75,000,000 divided into 750,000,000 Shares of HK$0.10 each, of which 459,401,760 Shares were issued and fully paid up.

All the Shares currently in issue rank pari passu in all respects with each other, including in particular, as to dividends, voting rights and capital.

Save as disclosed herein, no part of the share capital of the Company is listed or dealt in on stock exchange other than the Stock Exchange and the Singapore Exchange Limited and no application is being made or is currently proposed or sought for the Shares to be listed in or on any other stock exchange.

(3) DISCLOSURE OF INTERESTS

As the Latest Practicable Date, the interests of the Directors in the equity securities of the Company or any associated corporation (within the meaning of the SDI Ordinance) notifiable to the Company and the Stock Exchange under Section 28 of the SDI Ordinance and including interests in which a Director has taken under Section 31 or Part I of the Schedule to the SDI Ordinance or required to be entered into the register under Section 29 of the SDI Ordinance or required pursuant to the Model Code for Securities Transaction by Directors of Listed Companies under the Listing Rules are as follows:

Interests in share capital of the Company

	Number of Ordinary	Number of Ordinary
	Shares	of HK$0.10 each
	Personal	Corporate	Percentage of
Name	Interests	Interests	issued shares
Mr. Chang Yun Chung	–	285,660,178_(Note)_	62.18
Mr. Teo Siong Seng	13,234,000	–	2.88
Mr. Teo Tiou Seng	1,114,000	–	0.24
Mr. Hsueh Chao En	400,000	–	0.08

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GENERAL INFORMATION

Note: These shares are held by Pacific International Lines (Private) Limited (“PIL”) (an associated corporation, within the meaning of the SDI Ordinance, of the Company) in which Mr. Chang Yun Chung is interested, in aggregate, in 16,525,000 shares representing 89.42% of the issued share capital of that company. Mr. Chang Yun Chung’s interest in shares of PIL comprises a personal interest in 2,642,500 shares and corporate interests in 5,850,000 shares through South Pacific International Holdings Limited, a company in which he holds 55.75% of the issued share capital and 8,032,500 shares through Y C Chang & Sons Private Limited, a company in which he holds 2.86% of the issued share capital.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors has for the purposes of section 28 of SDI Ordinance, nor are they taken to or deemed to have under section 31 of, or Part I of the Schedule to, the SDI Ordinance, any interests in the equity or debt securities of the Company or any associated corporations within the meaning of the SDI Ordinance or any interests which are required to be entered in the register kept by the Company pursuant to section 29 of the SDI Ordinance or any interests which are required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transaction by Directors of Listed Companies under the Listing Rules.

Save as disclosed herein, none of the directors was materially interested in any contract or arrangement entered into by any member of the Group since 31st December, 2001 (being the date of the Company’s latest published audited accounts) and which was significant in relation to the business of the Group.

Save as disclosed herein, none of the Director is interested, directly or indirectly, in any assets which had since 31st December, 2001 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

(4) SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to, or can be ascertained after reasonable enquiry by, the Directors, no person other than certain Directors, whose interest has been disclosed above, was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

(5) SERVICE CONTRACT

Mr. Teo Siong Seng has entered into a service agreement with the Company. Unless terminated by cause, the service agreement is for an initial term of three years which commenced on 1st April, 2000. Thereafter, the service agreement is valid for a further three years, unless terminated by either party giving at least six months’ notice. No other Directors or proposed directors had any existing or proposed service contract with the Company or any of its subsidiaries which will not expire or is not determinable by the employer within one year without payment of compensation (other than statutory compensation) as at the Latest Practicable Date.

(6) LITIGATION

Neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries.

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GENERAL INFORMATION

(7) MISCELLANEOUS

• a) The registered office of the Company in Hong Kong is at 22nd Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong.

The Share registrar of the Company is Computershare Hong Kong Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• b) The secretary of the Company is Ms. Tam Shuk Ping, Sylvia who is a member of the Canadian Institute of Chartered Accountants and a fellow member of the Hong Kong Society of Accountants.

(8) DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the registered office of the Company in Hong Kong at 22nd Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong from 26th February, 2003 to 12th March, 2003 (both days inclusive):

• a) the memorandum and articles of association of the Company;

• b) the Agreement; and

• c) the service contract as referred to under the heading “Service Contract” of this Appendix.

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