Risecomm Group Holdings Limited — Proxy Solicitation & Information Statement 2004

Nov 29, 2004

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)

Stock code: 0716

DISCLOSEABLE TRANSACTION

29 November 2004

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Guarantee Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reasons for and Benefits of the Entering Into of the Guarantee Agreements . . . . . . . .	5
Financial Effects of the Guarantees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Timing of Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

• “affiliated company(ies)”

has the meaning as ascribed to it under the Listing Rules

• “Banking Facilities”

the uncommitted general banking facilities of US$46,000,000 (equivalent to approximately HK$358,800,000) and US$45,662,000 (equivalent to approximately HK$356,163,600) provided by the Banks to SBPC and TPCC, respectively

“Banking Facility Agreements”	banking facility agreements entered into from June 2003 to
	September 2004, respectively between SBPC and the Banks
	and between TPCC and the Banks for the provision of
	Banking Facilities
“Banks”	the Banks who act as the lenders of the Banking Facilities
	granted to SBPC and TPCC and the parties to the respective
	Guarantee Agreements and the Banking Facility Agreements
“Board”	the board of Directors
“Company”	Singamas Container Holdings Limited, the shares of which
	are listed and traded on the Stock Exchange and the
	Singapore Exchange Limited
“Director(s)”	the director(s) of the Company
“Group”	the Company together with its subsidiaries
“Guarantees”	corporate guarantees totalling US$46,000,000 (equivalent to
	approximately HK$358,800,000) and US$45,662,000
	(equivalent to approximately HK$356,163,600), respectively
	provided by the Company on a joint and several basis to the
	Banks in securing the Banking Facilities
“Guarantee Agreements”	the guarantee agreements entered into from 11 June 2003 to
	30 September 2004, both dates inclusive, between the
	Company and the Banks for the provision of the Guarantees
	by the Company
“HK$”	Hong Kong dollars, the lawful currency of the Hong Kong
	Special Administrative Region of the PRC

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DEFINITIONS

“Latest Practicable Date”	24 November 2004, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange of Hong Kong Limited
“Market Capitalisation”	the total market capitalisation of the Company as at 31
	October 2004 amounting to HK$2,481,588,766 (equivalent
	to approximately US$318,152,406) based on the total number
	of 611,228,760 shares of the Company in issue on 31 October
	2004 and the average closing price of HK$4.06 for the five
	business days immediately preceding 31 October 2004
“Percentage Ratios”	the percentage ratios under Rule 14.07 of the Listing Rules,
	other than the revenue ratio, equity capital ratio and profit
	ratio
“PRC”	The People’s Republic of China
“SBPC”	Shanghai Baoshan Pacific Container Co., Ltd., a sino-foreign
	equity joint venture established in accordance with the laws
	of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company
“Stock Exchange”	the Stock Exchange of Hong Kong Limited
“TPCC”	Tianjin Pacific Container Co., Ltd., a sino-foreign equity
	joint venture established in accordance with the laws of the
	PRC
“US$”	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. Such translation should not be construed as a representation that the amounts in question have been, could have been or could be converted at that 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)

Registered Office:

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

Mr. Hsueh Chao En

Mr. Teo Tiou Seng

Non-Executive Director:

Mr. Kuan Kim Kin

Independent Non-Executive Directors:

Mr. Ngan Man Kit, Alexander

Mr. Ong Ka Thai

• Mr. Soh Kim Soon

29 November 2004

To the Shareholders

Dear Sirs or Madams,

DISCLOSEABLE TRANSACTION

INTRODUCTION

From 11 June 2003 to 30 September 2004, both dates inclusive, the Company and the Banks have entered into respective Guarantee Agreements for the provision of the Guarantees by the Company as a result of the entering of the respective Banking Facility Agreements. The amount of the Guarantees given for banking facilities of SBPC represented approximately 9.96% of the consolidated total assets of the Group as at 30 June 2004 and 14.46% of the Market Capitalisation of the Company as at 31 October 2004. At the same time, the amount of the Guarantees given for banking facilities of TPCC represented approximately 7.07% of the consolidated total assets of the Group as at 30 June 2004 and 10.27% of the Market Capitalisation of the Company as at 31 October 2004. Accordingly, the provision of the Guarantees by the Company constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

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LETTER FROM THE BOARD

THE GUARANTEE AGREEMENTS

From 11 June 2003 to 30 September 2004, both dates inclusive, the Company and the Banks have entered into respective Guarantee Agreements for the provision of the Guarantees by the Company as a result of the entering of the respective Banking Facility Agreements. The Banking Facility Agreements were entered into between SBPC, a jointly controlled entity in which the Group is interested in a 73.2% effective interest, and the Banks and between TPCC, a jointly controlled entity in which the Group is interested in a 90% equity interest, and the Banks for the provision of Banking Facilities by the Banks for financing both companies’ daily working capital requirements. SBPC and TPCC, both are jointly controlled entities of the Group, are treated as affiliated companies under the Listing Rules.

The Guarantees were provided by the Company on a joint and several basis to the Banks. The amount of Banking Facilities on which the Guarantees were given represented approximately 64.97% of total banking facilities of SBPC and represented approximately 77.84% of total banking facilities of TPCC.

The amount of the Guarantees given for banking facilities of SBPC represented approximately 9.96% of the consolidated total assets of the Group as at 30 June 2004 and 14.46% of the Market Capitalisation of the Company as at 31 October 2004. At the same time, the amount of the Guarantees given for banking facilities of TPCC represented approximately 7.07% of the consolidated total assets of the Group as at 30 June 2004 and 10.27% of the Market Capitalisation of the Company as at 31 October 2004. Accordingly, the provision of the Guarantees by the Company constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

As at the Latest Practicable Date, details of the Guarantees are set out below:

		Attributable		Banking Facilities
Name of		interest held	Guarantees	drawn under
affiliated companies	Notes	by the Group	given	the Guarantees
			US$’000	US$’000
SBPC	1, 2 &3	73.2%	46,000	35,715
TPCC	1, 2 &3	90%	45,662	21,355

Notes:

1. As at the Latest Practicable Date, the Group did not have any committed capital injection to any of its affiliated companies.

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LETTER FROM THE BOARD

1. Save as disclosed above, the Company has not granted any other financial assistance to its affiliated companies and there is no other terms in relation thereof. No fees has been received by the Company in relation to the Guarantees given.

2. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, the respective remaining interest of SBPC and TPCC is held by independent third parties not connected with the Directors, chief executive and substantial shareholders of the Company and its subsidiaries and their respective associates (as defined under the Listing Rules).

REASONS FOR AND BENEFITS OF THE ENTERING INTO THE GUARANTEE AGREEMENTS

The Group is interested in 73.2% and 90% equity interest of SBPC and TPCC respectively. SBPC and TPCC, both are jointly controlled entities of the Group and which, in accordance with Hong Kong Financial Reporting Standards, are recorded using the equity method of accounting in the financial statements of the Company, are treated as affiliated companies under the Listing Rules. SBPC and TPCC, principally engaged in the manufacturing of conventional dry freight and specialised containers, are strategically located in the fast growing ports of Shanghai and Tianjin respectively. Due to the increasing trade activities in the regions, demand for new containers has been strong in those areas which in turn has increased the overall working capital requirements of SBPC and TPCC. The Guarantee Agreements were entered into as a result of obtaining the adequate banking facilities for financing the working capital requirements of SBPC and TPCC.

The Directors (including the independent non-executive Directors) consider that the Guarantee Agreements were entered into on normal commercial terms and the terms thereof are fair and reasonable so far as the Company and the shareholders of the Company as a whole are concerned.

FINANCIAL EFFECTS OF THE GUARANTEES

The entering into the Guarantee Agreements will not have any immediate effects on the earnings and assets and liabilities of the Group. However, the Company will be responsible for up to the amount of the Guarantees if SBPC or TPCC default under the respective Banking Facility Agreements, in which case, defaulted amount will be funded by internal resources of the Group.

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LETTER FROM THE BOARD

TIMING OF DISCLOSURE

There has been a delay in the publication of the announcement with respect to this discloseable transaction and this subsequent circular, which constitutes a breach of Chapter 14 of the Listing Rules. The delay is due to the fact that the Company has misinterpreted Rule 14.04(1)(e) of the Listing Rules. The delay in making the announcement and this circular was unintentional. Notwithstanding this delay, the Directors consider that the Company has always been well prepared and used its best endeavours to fully comply with the Listing Rules. The Stock Exchange reserves its rights to take action against the Company and its Directors regarding any non-compliance of the Listing Rules as it may consider appropriate.

GENERAL

The principal activities of the Group are engaged in the container-related businesses. The Directors believe that the entering into the Guarantee Agreements is in the interest of the Company and in line with the Group’s business objectives enabling the Group to capture more business activities and therefore enhances the Group’s overall profitability.

The amount of the Guarantees given for banking facilities of SBPC represented approximately 9.96% of the consolidated total assets of the Group as at 30 June 2004 and 14.46% of the Market Capitalisation of the Company as at 31 October 2004. At the same time, the amount of the Guarantees given for banking facilities of TPCC represented approximately 7.07% of the consolidated total assets of the Group as at 30 June 2004 and 10.27% of the Market Capitalisation of the Company as at 31 October 2004. Accordingly, the provision of the Guarantees by the Company constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

ADDITIONAL INFORMATION

Your attention is drawn to the general information set out in the Appendix to this circular.

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

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GENERAL INFORMATION

APPENDIX

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 enquiries, 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 authorised share capital of the Company was HK$75,000,000 divided into 750,000,000 Shares of HK$0.10 each, of which 611,228,760 Shares were issued and fully paid up and such total amount paid up is HK$61,122,876.

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 or short positions of the Directors and chief executive in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which (a) were required notification to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director and chief executive is taken or deemed to have under such provisions of the SFO); or which (b) were required pursuant to Section 352 of the SFO to be entered into the register maintained by the Company; or which (c) were required, pursuant to Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

Interests in share capital of the Company

		Number of Shares	Number of Shares
		Personal	Corporate	Percentage of
Name	Capacity	Interest	Interest	Issued Shares
Mr. Chang Yun Chung	Beneficial Owner	–	290,208,178	47.48
			(Note)
Mr. Teo Siong Seng	Beneficial Owner	13,234,000	–	2.17

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GENERAL INFORMATION

APPENDIX

• Note: These shares are held by Pacific International Lines (Private) Limited (“PIL”) (an associated corporation, within the meaning of Part XV of the SFO, 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 5.77% 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. Messrs. Teo Siong Seng and Teo Tiou Seng, directors of the Company, both of their interests in shares of PIL comprise personal interests in 120,000 shares and 80,000 shares respectively and representing 0.65% and 0.43% of the issued share capital of PIL.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, nor their associates, has any other interests or short positions in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which (a) were required notification to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director or chief executive is taken or deemed to have under such provisions of the SFO); or which (b) were required pursuant to Section 352 of the SFO to be entered into the register maintained by the Company; or which (c) were required, pursuant to the Model Code for Securities Transaction by Directors of Listed Companies contained in the Listing Rules, to be notified to the Company or the Stock Exchange; and none of the Directors, nor their spouse or children under the age of 18, had any right to subscribe for securities of the Company, or had exercised any such right since 31 December 2003 (being the date of the Company’s latest published audited accounts).

As at the Latest Practicable Date, none of the Directors or the chief executive of the Company and their respective associates had any interest in a business which competes or may compete with the business of the Group.

Save as disclosed herein, none of the Directors, directly or indirectly, has had any interest in any assets which had since 31 December 2003 (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.

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GENERAL INFORMATION

APPENDIX

4) SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336 of the SFO, and so far as was known to any Director or the chief executive of the Company, the following persons (other than the interests of Directors or chief executive of the Company), had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were directly or indirectly interested in 10% or more of the issued share capital of the Company, carrying rights to vote in all circumstances at general meetings of the Company together with the number of shares in which they were deemed to be interested were:

Number of Shares

				Percentage of
		Direct	Indirect	Total Issued
Name	Notes	Interest	Interest	Shares
CDC IXIS Asset		31,646,000(L)#		5.18
Management Asia Ltd.
J.P. Morgan Chase & Co.	(1)	–	66,648,000(L)#	10.90
		–	30,548,000(P)#	5.00
Madam Lee Kheng Wah	(2)	–	290,208,178(L)#	47.48
PIL	(3)	290,208,178(L)#	–	47.48
Y.C. Chang & Sons Private Limited	(4)	–	290,208,178(L)#	47.48

• #(L) – Long Position; (P) – Lending Pool

Notes:

• (1) These shares in which J.P. Morgan Chase & Co. is deemed to be interested, were held via J.P. Morgan Fleming Asset Management (UK) Limited, Robert Fleming Asset Management Ltd., Robert Fleming Holdings Ltd., J.P. Morgan Fleming Asset Management Holdings Inc., JP Morgan Chase Bank N.A., JF Asset Management (Taiwan) Limited, JF Funds Limited, JF Asset Management Limited, J.P. Morgan Fleming Asset Management (Asia) Inc., J.P. Morgan Fleming Asset Management Holdings Inc. and JF International Management Inc., respectively.

• (2) Madam Lee Kheng Wah, as the spouse of Mr. Chang Yun Chung, is deemed to be interested in these shares.

• (3) A full explanation of these shares is disclosed under the section headed ’Disclosure of Interests’ above.

• (4) As Y.C. Chang & Sons Private Limited directly controls one-third or more of the voting rights in the shareholders’ meeting of PIL, in accordance with SFO Ordinance, Y.C. Chang & Sons Private Limited is deemed to be interested in PIL’s interests in the Company’s issued shares.

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GENERAL INFORMATION

APPENDIX

5) SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors or proposed directors has any existing service contract or proposed service contract with any member of the Group.

6) LITIGATION

None of the members of the Group 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 any member of the Group.

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 Institute of Certified Public Accountants.

• c) In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

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