Risecomm Group Holdings Limited — Proxy Solicitation & Information Statement 2006

Jun 21, 2006

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

CONNECTED AND DISCLOSEABLE TRANSACTION

ACQUISITION OF 40% EQUITY INTEREST IN QINGDAO PACIFIC CONTAINER CO., LTD.

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

FIRST SHANGHAI CAPITAL LIMITED

This circular gives you further information of the conditional share transfer agreement dated 29 May 2006 entered into by Singamas Container Holdings Limited. A letter from the Board is set out on pages 4 to 9 of this circular and a letter from the Independent Board Committee is set out on page 10 of this circular. A letter from First Shanghai Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 11 to 15 of this circular.

21 June 2006

CONTENTS

	Page
Definitions.....................................................................................................................................................	1
Letter from the Board.................................................................................................................................	4
Introduction ........................................................................................................................................	4
Conditional Share Transfer Agreement ............................................................................................	5
Reasons for and Benefits of Entering into the Share Transfer Agreement ....................................	8
Connected and Discloseable Transaction and
Waiver From Requirement of Holding a General Meeting .........................................................	8
Independent Advice ...........................................................................................................................	9
Additional Information ......................................................................................................................	9
Letter from the Independent Board Committee.....................................................................................	10
Letter from First Shanghai........................................................................................................................	11
Appendix — General Information............................................................................................................	16

– i –

DEFINITIONS

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

“Board”	the board of Directors of Singamas
“Companies Ordinance”	Companies Ordinance (Chapter 32 of the Laws of Hong Kong)
“Completion Date”	any day on which the conditions precedent to the Share Transfer Agreement
	have been fulfilled or such other time the parties mutually agree in writing
“connected person(s)”	has the same meaning as given to it in the Listing Rules
“connected transaction”	has the same meaning as given to it in the Listing Rules
“Consideration”	the consideration under the Transaction is US$4,800,000 (equivalent to
	approximately HK$37,200,000), which was determined after distribution of
	Qingdao Pacific’s retained earning and by reference to the total registered
	paid-up capital of Qingdao Pacific
“discloseable transaction”	has the same meaning as given to it in the Listing Rules
“Director(s)”	the director(s) of Singamas
“Equity Interest”	the 40% equity interest currently held by Hiking Group in Qingdao Pacific
“First Shanghai”	First Shanghai Capital Limited, the independent financial adviser to the
	Independent Board Committee and the Independent Shareholders in relation
	to the Transaction, and a licensed corporation to carry on a business in type
	6 regulated activity (i.e. advising on corporate finance) under the SFO
“Group”	Singamas together with its subsidiaries
“Hiking Group”	Hiking Group Co., Ltd., a corporation established in the PRC and is currently
	holding 45% equity interest in Qingdao Pacific. Hiking Group is a substantial
	shareholder of Qingdao Pacific, hence Hiking Group is a connected person
	of Singamas
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“Independent Board Committee”	the independent board committee of Singamas comprising Messrs. Ngan
	Man Kit, Alexander, Ong Ka Thai and Soh Kim Soon, established for the
	purpose of advising the Independent Shareholders in respect of the
	Transaction
“Independent Shareholders”	has the same meaning as given to it in the Listing Rules
“Latest Practicable Date”	19 June 2006, 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
“Percentage Ratios”	the percentage ratios, other than the equity capital ratio, under Rule 14.07 of
	the Listing Rules
“PIL”	Pacific International Lines (Private) Limited, a company incorporated in the
	Republic of Singapore and in which Messrs. Chang Yun Chung, Teo Siong
	Seng and Teo Tiou Seng, are directors and shareholders, is the controlling
	and substantial shareholder of Singamas, as defined under the Listing Rules
“PRC”	the People’s Republic of China and for the purpose of this circular, excluding
	Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Qingdao Pacific”	Qingdao Pacific Container Co., Ltd., a sino-foreign owned joint venture
	established in the PRC and is currently owned as to 55% by Singamas and
	45% by Hiking Group
“RMB”	Renminbi, the lawful currency of 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 Singamas
“Share Transfer Agreement”	the share transfer agreement dated 29 May 2006 made between Singamas
	and Hiking Group
“Shareholders”	the holders of the Share(s)
“Singamas”	Singamas Container Holdings Limited, the shares of which are listed and
	traded on the Stock Exchange

– 2 –

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Transaction” the proposed transaction under the Share Transfer Agreement whereby Singamas agreed to acquire from Hiking Group the Equity Interest “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 US$ into HK$ is based on the exchange rate of US$1.00 = HK$7.75 and the translation of RMB into HK$ is based on the exchange rate of RMB1.0339 = HK$1.00. Such translations 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.

– 3 –

LETTER FROM THE BOARD

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SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Stock code: 0716

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. Jin Xu Chu Mr. Teo Tiou Seng

Registered Office: 19th Floor, Dah Sing Financial Centre 108 Gloucester Road Hong Kong

Non-executive Director:

Mr. Kuan Kim Kin

Independent Non-executive Directors: Mr. Ngan Man Kit, Alexander Mr. Ong Ka Thai Mr. Soh Kim Soon

21 June 2006

To the Shareholders

Dear Sirs or Madams,

CONNECTED AND DISCLOSEABLE TRANSACTION

INTRODUCTION

On 1 June 2006, Singamas announced, among other things, that it had on 29 May 2006 entered into the Share Transfer Agreement under which Singamas agreed to purchase from Hiking Group 40% equity interest in Qingdao Pacific.

The purpose of this circular is to provide Shareholders with relevant information relating to the Transaction. The recommendation of the Independent Board Committee to the Independent Shareholders regarding their view on the Share Transfer Agreement and the Transaction is set out on page 10 of this circular. A copy of the letter from First Shanghai to the Independent Board Committee and Independent Shareholders containing its advice in relation to the terms of the Share Transfer Agreement is set out on pages 11 to 15 of this circular.

– 4 –

LETTER FROM THE BOARD

CONDITIONAL SHARE TRANSFER AGREEMENT

The salient terms and conditions of the Share Transfer Agreement are described below.

Date:

29 May 2006

Parties:

• (a) Singamas

• (b) Hiking Group

Save for Hiking Group’s 45% holding in Qingdao Pacific and 50.5% in Qingdao Singamas Industrial Vehicle Co., Ltd., a 49.5%-owned jointly controlled entity of Singamas, the Directors, to the best of their knowledge, information and belief and having made all reasonable enquiries, confirm that Hiking Group and its ultimate beneficial owners are third parties independent of Singamas and connected persons of Singamas.

Transaction

Pursuant to the Share Transfer Agreement, Singamas agreed to purchase and Hiking Group agreed to sell the Equity Interest.

Singamas and Hiking Group are currently holding 55% and 45% respectively equity interest in Qingdao Pacific. Qingdao Pacific is currently a jointly controlled entity of Singamas.

Upon completion of the Share Transfer Agreement, Qingdao Pacific will become a 95%-owned subsidiary of Singamas and Hiking Group will no longer be involved in the management of Qingdao Pacific.

Board Representation

The board of directors of Qingdao Pacific currently consists of five directors, of which three were appointed by Singamas and two were appointed by Hiking Group. Upon completion of the Share Transfer Agreement, the board of directors of Qingdao Pacific will reduce to four directors, of which one will be appointed by Hiking Group and three will be appointed by Singamas.

Consideration

Pursuant to the Share Transfer Agreement, Singamas agreed to pay US$4,800,000 (equivalent to approximately HK$37,200,000), which was determined by reference to the total registered paid-up capital of Qingdao Pacific in the sum of US$12,000,000 (equivalent to approximately HK$93,000,000) for the Equity Interest in cash. This payment will be funded by internal resources of the Group on the Completion Date.

– 5 –

LETTER FROM THE BOARD

In a board meeting of Qingdao Pacific held in March 2006, the board of directors of Qingdao Pacific approved the distribution of US$8.3 million (approximately equivalent to HK$64,325,000) out of Qingdao Pacific’s retained earnings in the sum of RMB207,657,360 (equivalent to approximately HK$200,848,593) as at 31 December 2005 to Singamas and Hiking Group in proportion to their respective equity interest held in Qingdao Pacific. This dividend was already paid by Qingdao Pacific to Singamas and Hiking Group in March 2006. Of this US$8.3 million (converted to RMB66,794,250 at spot exchange rate as at the date of this payment on 14 March 2006) dividend paid, Hiking Group received RMB30,057,413 (equivalent to approximately HK$29,071,876).

Under the Share Transfer Agreement, (a) Qingdao Pacific will distribute all its retained earnings; (b) Singamas and Hiking Group shall entitle to 55% and 45% respectively of Qingdao Pacific’s retained earnings of approximately RMB207.7 million as at 31 December 2005; (c) Hiking Group will transfer 40% equity interest of Qingdao Pacific to Singamas; and (d) Hiking Group shall still entitle to 40% of Qingdao Pacific’s retained earnings as at 31 December 2005. That is, 40% of Qingdao Pacific’s total retained earnings of approximately RMB207.7 million as at 31 December 2005 shall be distributed to Hiking Group irrespective of this share transfer. Accordingly, Hiking Group shall entitle to receive a dividend of approximately RMB83.1 million (equivalent to approximately HK$80.3 million), representing Hiking Group’s entitlement of its 40% share in Qingdao Pacific’s retained earnings of approximately RMB207.7 million. However, in consideration of the goodwill that Hiking Group has contributed to Qingdao Pacific, Singamas agreed to pay a total of RMB84,657,413 (equivalent to approximately HK$81,881,625) as dividend to Hiking Group. Since Hiking Group has already received a dividend payment of approximately RMB30.1 million in March 2006 out of Qingdao Pacific’s retained earnings as at 31 December 2005, Qingdao Pacific shall only be liable to pay the remaining balance of RMB54.6 million (or equivalent to approximately HK$52.8 million) as dividend to Hiking Group.

After completion of the Transaction, Hiking Group will still hold 5% equity interest in Qingdao Pacific and will entitle to share 5% of Qingdao Pacific’s retained earnings.

After the payment of the aforesaid dividend to Singamas and Hiking Group, the Consideration of US$4,800,000 (equivalent to approximately HK$37,200,000) is comparable to 40% of the adjusted net assets of Qingdao Pacific.

Singamas will satisfy the Consideration of US$4.8 million in cash out of internal resources. Other than this expected cash payment and save as for Qingdao Pacific will become a subsidiary (currently a jointly controlled entity) of Singamas, the Transaction will not have any other effect on the consolidated net assets of Singamas immediately on Completion Date.

– 6 –

LETTER FROM THE BOARD

Completion

The obligation of Singamas to purchase the Equity Interest under the Share Transfer Agreement is conditional on the fulfillment of the following conditions precedent on or before the expiry of 3 months after the signing of the Share Transfer Agreement:

• (a) all approvals from the relevant PRC authorities (including the local Ministry of Foreign Trade and Economic Co-operation, Municipal Government and Administration of Industry and Commerce) approving the Share Transfer Agreement and the transactions contemplated therein have been obtained; and

• (b) the passing by the Independent Shareholders in general meeting of an ordinary resolution approving the Share Transfer Agreement and the transactions contemplated therein; or application and granting of waiver by the Stock Exchange in relation to acceptance of written approval in lieu of holding a general meeting.

Completion shall take place the day on which the conditions precedent to the Share Transfer Agreement have been fulfilled or such other time the parties mutually agree in writing.

Basic of Determination of the Consideration

The Consideration has been arrived at after arm’s length negotiation and on normal commercial terms, and was determined after distribution of Qingdao Pacific’s retained earnings and by reference to the total registered paid-up capital of Qingdao Pacific in the sum of US$12,000,000 (equivalent to approximately HK$93,000,000).

Based on its audited accounts, Qingdao Pacific reported a net profit of both before and after taxation and extraordinary items of RMB113,120,307 (equivalent to approximately HK$109,411,265) and RMB113,901,723 (equivalent to approximately HK$110,167,060) for the years ended 31 December 2005 and 2004, respectively. Qingdao Pacific also has audited net assets of RMB306,986,700 (equivalent to approximately HK$296,921,076) and RMB211,866,393 (equivalent to approximately HK$204,919,618) as at 31 December 2005 and 2004, respectively.

After the aforesaid distribution of Qingdao Pacific’s retained earnings as at 31 December 2005 to Singamas and Hiking Group, the Consideration of US$4,800,000 (equivalent to approximately HK$37,200,000) is comparable to 40% of the adjusted net assets of Qingdao Pacific.

The Board (including the independent non-executive Directors) considers the terms and conditions of the Share Transfer Agreement are fair and reasonable and are in the interests of Singamas and its Shareholders as a whole and are on normal commercial terms.

– 7 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF ENTERING INTO THE SHARE TRANSFER AGREEMENT

The Group is one of the world’s leading container manufacturers and logistics service providers. The Transaction is in line with the principal activities of the Group.

Hiking Group is the largest foreign trade group in the Shandong Province, the PRC and is principally engaged in the business of exports and imports trading.

Qingdao Pacific, principally engaged in the manufacturing of conventional dry freight and United States domestic containers, is strategically located in Qingdao, the third busiest container ports in the PRC. Due to the increasing trade activities in the region, demand for new containers has been high in that area. Upon completion of the Share Transfer Agreement, Qingdao Pacific will become a 95%-owned subsidiary of Singamas.

The Directors believe that with the management and board controls of Qingdao Pacific after completion of the Transaction, the entering into the Share Transfer Agreement is in the interest of Singamas and will align Qingdao Pacific’s business objectives with those of the Group. It also enables Singamas to expand its network and market coverage in the PRC and therefore enhance its Group’s overall profitability to generate satisfactory returns for the Group in the long run.

CONNECTED AND DISCLOSEABLE TRANSACTION AND WAIVER FROM REQUIREMENT OF HOLDING A GENERAL MEETING

None of the Directors or the substantial Shareholders is interested in the Transaction other than their respective shareholdings in Singamas.

Hiking Group is currently holding 45% equity interest in Qingdao Pacific while the remaining interest of 55% is held by Singamas. Accordingly, Hiking Group is a substantial shareholder of Qingdao Pacific. The entering into the Share Transfer Agreement therefore constitutes a connected transaction of Singamas under the Listing Rules.

Based on the five size tests performed, certain Percentage Ratios exceeded 5% but less than 25% thresholds, the Transaction also constitutes a discloseable transaction of Singamas under Chapter 14 of the Listing Rules.

As certain Percentage Ratios and total consideration exceeded 2.5% and HK$10,000,000 respectively, the Transaction is also subject to Independent Shareholders’ approval under Chapter 14A of the Listing Rules. An Independent Board Committee of Singamas has been set up to advise the Independent Shareholders in connection with the Transaction. First Shanghai has been appointed as an independent financial adviser for the purpose of providing independent advice to the Independent Board Committee and the Independent Shareholders in connection with the Transaction.

– 8 –

LETTER FROM THE BOARD

PIL and Mr. Teo Siong Seng, a shareholder and director of PIL, both considered as a closely allied group of shareholders of Singamas under Rule 14A.43(2) of the Listing Rules, currently holding 49.59% and 2.17% respectively (together holding 51.76%) of issued share capital of Singamas, have confirmed to vote in favour of the Transaction. Save as the shareholders of Singamas, PIL and this aforesaid shareholder are not interested in the Share Transfer Agreement or any transaction as contemplated under the Share Transfer Agreement. No shareholder, including PIL and this aforesaid shareholder, is required to abstain from voting on the Transaction. Singamas has on this ground applied to the Stock Exchange for and been granted a waiver from the requirements under the Rule 14A.43 of the Listing Rules and obtained written Independent Shareholders’ approval in lieu of holding a general meeting in respect of the Transaction.

The Transaction is also subject to reporting requirements as set out in Rule 14A.45 of the Listing Rules.

INDEPENDENT ADVICE

First Shanghai has been appointed as an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Share Transfer Agreement. Your attention is drawn to the letter from First Shanghai set out on pages 11 to 15 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in respect of the Share Transfer Agreement and the principal factors and reasons considered by First Shanghai in arriving at its advice.

The Independent Board Committee, having taken into account the advice of First Shanghai, considers that the terms of the Share Transfer Agreement are fair and reasonable and are in the interests of Singamas and its Shareholders as a whole.

ADDITIONAL INFORMATION

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

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

– 9 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Stock code: 0716

21 June 2006

To the Independent Shareholders

Dear Sirs or Madams,

CONNECTED AND DISCLOSEABLE TRANSACTION

We refer to the circular dated 21 June 2006 of Singamas (the “Circular”) of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders in respect of the Share Transfer Agreement, details of which are set out in the “Letter from the Board” in the Circular to the Shareholders.

Having considered, among other things, the reasons and benefits of the Transaction, and the advice of First Shanghai, as stated in its letter of advice which is set out on pages 11 to 15 of the Circular, we consider that the terms of the Share Transfer Agreement to be fair and reasonable and in the interests of Singamas and the Shareholders as a whole.

Yours faithfully,

For and on behalf of

Independent Board Committee of Singamas Container Holdings Limited

Ngan Man Kit, Alexander Independent Non-executive Director

Ong Ka Thai Soh Kim Soon Independent Independent Non-executive Director Non-executive Director

– 10 –

LETTER FROM FIRST SHANGHAI

The following is the text of a letter received from First Shanghai setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the connected and discloseable transaction for inclusion in this circular.

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FIRST SHANGHAI CAPITAL LIMITED

19th Floor, Wing On House 71 Des Voeux Road Central Hong Kong

21 June 2006

To the Independent Board Committee and the Independent Shareholders

Singamas Container Holdings Limited 19th Floor, Dah Sing Financial Centre 108 Gloucester Road Hong Kong

Dear Sir or Madam,

CONNECTED AND DISCLOSEABLE TRANSACTION

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed acquisition of 40% equity interest in Qingdao Pacific from Hiking Group, details of which are set out in the circular of Singamas dated 21 June 2006 (the “Circular”) to the Shareholders, of which this letter forms a part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as those defined in the Circular.

As disclosed in the announcement of Singamas dated 1 June 2006, Singamas entered into the Share Transfer Agreement with Hiking Group on 29 May 2006, whereby Singamas agreed to purchase from Hiking Group the 40% equity interest in Qingdao Pacific at a consideration of US$4.8 million (approximately HK$37.2 million) payable in cash on completion. Qingdao Pacific is currently owned as to 55% by Singamas and 45% by Hiking Group.

Pursuant to the Listing Rules, the Transaction constitutes a connected and discloseable transaction for Singamas and requires independent shareholders’ approval in a general meeting. PIL and Mr. Teo Siong Seng, a shareholder and director of PIL, both considered as a closely allied group of shareholders of Singamas under Rule 14A.43(2) of the Listing Rules, currently together holding approximately 51.76% of issued share capital of Singamas, have confirmed to vote in favour of the Transaction. Save for being a shareholder of Singamas,

– 11 –

LETTER FROM FIRST SHANGHAI

PIL and this aforesaid shareholder are not interested in the Share Transfer Agreement or any transaction as contemplated thereunder. No Shareholder, including PIL and this aforesaid shareholder, is required to abstain from voting. Singamas has on this ground applied to the Stock Exchange for and been granted a waiver from the requirements under Rule 14A.43 of the Listing Rules and obtained written independent shareholders’ approval in lieu of holding a general meeting in respect of the Transaction. The Transaction is also subject to reporting requirements as set out in Rule 14A.45 of the Listing Rules.

The Independent Board Committee, comprising the independent non-executive Directors namely Messrs. Ngan Man Kit, Alexander, Ong Ka Thai and Soh Kim Soon, has been appointed to advise the Independent Shareholders in relation to the terms of the Share Transfer Agreement.

Our role, as the independent financial adviser to the Independent Board Committee and the Independent Shareholders, is to give an independent opinion as to whether the terms of the Share Transfer Agreement are fair and reasonable and are in the interests of Singamas and the Shareholders as a whole. Apart from normal professional fees for our services to Singamas in connection with the engagement described above, no arrangement exists whereby First Shanghai will receive any benefits from the Group.

In putting forth our opinion and recommendations, we have relied on the accuracy of the information and representations included in the Circular and provided to us by the Directors and Singamas, and have assumed that all such information and representations made or referred to in the Circular and provided to us by the Directors and Singamas were true at the time they were made and continued to be true as at the date hereof. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and have been advised by the Directors that no material facts have been withheld or omitted from the information provided and referred to in the Circular. We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors nor have we conducted any form of investigation into the business, affairs or future prospects of the Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendations as to the fairness and reasonableness of the terms of the Share Transfer Agreement, we have taken into account the following principal factors and reasons:

1. Reasons for and benefits of the Transaction

As set out in the “Letter from the Board” in the Circular, Qingdao Pacific is principally engaged in the manufacturing of conventional dry freight and United States domestic containers and is strategically located in Qingdao, the third busiest container ports in the PRC. Due to the increasing trade activities in the region, demand for new containers has been high in that area. Upon completion of the Share Transfer Agreement, Qingdao Pacific will become a 95%-owned subsidiary of Singamas.

– 12 –

LETTER FROM FIRST SHANGHAI

The Directors believe that with the management and board controls of Qingdao Pacific after completion of the Transaction, the entering into of the Share Transfer Agreement is in the interest of Singamas and will align Qingdao Pacific’s business objectives with those of the Group and enable Singamas to expand its network and market coverage in the PRC and therefore enhance the Group’s overall profitability to generate satisfactory returns for the Group in the long run.

Based on an article in Containerisation International magazine, which is recognised as the premier source of high-level industry intelligence for the container industry, Qingdao is currently the third largest container port in the PRC behind Shanghai and Shenzhen in terms of throughput. Total number of containers handled by Qingdao port in 2005 has increased by approximately 22.8% over last year and the trend is expected to continue throughout the year and the near future. Furthermore, we believe that the acquisition of 40% of equity interest in Qingdao Pacific would enable the Group to more efficiently control and manage Qingdao Pacific’s operations and business strategy.

Based on the above, we are of the view that the Transaction is in the benefit of Singamas and the Shareholders as a whole.

2. Basis for determination of the Consideration

As stated in the “Letter from the Board” in the Circular, the Consideration of US$4.8 million (approximately HK$37.2 million) was arrived at after arm’s length negotiation and on normal commercial terms, and was determined after distribution of Qingdao Pacific’s retained earnings and with reference to the total registered paid-up capital of Qingdao Pacific in the sum of US$12 million (approximately HK$93 million). The Consideration is payable in cash on the Completion Date.

As stated in the “Letter from the Board” in the Circular, the board of directors of Qingdao Pacific approved the distribution of dividend of US$8.3 million (approximately HK$64,325,000) out of Qingdao Pacific’s retained earnings in the sum of RMB207,657,360 (approximately HK$200,848,593) as at 31 December 2005 to Singamas and Hiking Group in proportion to their respective equity interest held in Qingdao Pacific. This dividend was already paid by Qingdao Pacific to Singamas and Hiking Group in March 2006. Of this US$8.3 million (converted to RMB66,794,250 at spot exchange rate as at the date of this payment on 14 March 2006) dividend paid, Hiking Group received RMB30,057,413 (approximately HK$29,071,876).

Under the Share Transfer Agreement, (a) Qingdao Pacific will distribute all its retained earnings; (b) Singamas and Hiking Group shall entitle to 55% and 45% respectively of the Qingdao Pacific’s retained earnings of approximately RMB207.7 million as at 31 December 2005; (c) Hiking Group will transfer 40% equity interest of Qingdao Pacific to Singamas; and (d) Hiking Group shall still entitle to 40% of Qingdao Pacific’s retained earnings as at 31 December 2005. That is, 40% of Qingdao Pacific’s total retained earnings of approximately RMB207.7 million as at 31 December 2005 shall be distributed to Hiking Group irrespective of this share transfer. Accordingly, Hiking Group shall entitle to receive a dividend of approximately RMB83.1 million (approximately HK$80.3 million) (“HG Entitlement”), representing Hiking Group’s entitlement of its 40% share in Qingdao Pacific’s retained earnings of approximately RMB207.7 million. However, in consideration of the goodwill that Hiking Group has contributed to Qingdao Pacific, Singamas agreed to pay a total of RMB84,657,413 (approximately HK$81,881,625) (“HG Dividend”) as dividend to Hiking Group. Since Hiking Group has already received a dividend payment of approximately RMB30.1 million in March 2006 out of Qingdao Pacific’s retained earnings as at 31 December 2005, Qingdao Pacific shall only be liable to pay the remaining balance of RMB54.6 million (approximately HK$52.8 million) as dividend to Hiking Group.

– 13 –

LETTER FROM FIRST SHANGHAI

We have compared the valuation of the Consideration with the financial position of Qingdao Pacific based on its audited financial statements for the year ended 31 December 2005.

Qingdao Pacific had audited net assets of approximately RMB307 million (approximately HK$297 million) as at 31 December 2005. After the distribution of its entire retained earnings, its net assets will be reduced by approximately RMB207.7 million (approximately HK$200.8 million). The aggregate of the Consideration and the additional RMB1.6 million (approximately HK$1.5 million) (being the difference between the HG Dividend and the HG Entitlement) is close to 40% of the audited net assets (after the distribution of its entire retained earnings) of Qingdao Pacific as at 31 December 2005.

Based on audited net profits of Qingdao Pacific of approximately RMB113.1 million (approximately HK$109.4 million) for the year ended 31 December 2005, the aggregate of the Consideration and the additional RMB1.6 million (approximately HK$1.5 million) by way of dividend to Hiking Group represents a priceearnings ratio of approximately 0.89.

Given that the aggregate of the Consideration and the additional RMB1.6 million (approximately HK$1.5 million) by way of dividend to Hiking Group (i) is close to the audited net assets (after the distribution of its entire retained earnings) of Qingdao Pacific as at 31 December 2005, and (ii) represents a low price-earnings ratio, we consider the basis for determining the Consideration to be fair and reasonable.

3. Financial effects on the Group

Qingdao Pacific is currently a jointly controlled entity of Singamas and will become a 95%-owned subsidiary of Singamas upon completion of the Transaction.

Net asset value

As stated in the “Letter from the Board” in the Circular, the Group will satisfy the Consideration of US$4.8 million (approximately HK$37.2 million) using cash out of internal resources. At the same time, as the assets and liabilities of Qingdao Pacific will be consolidated into the financial statements of the Group, both total assets and liabilities of the Group will be increased accordingly. On a balance, the Transaction will not have any material effect on the consolidated net assets of the Group immediately on Completion Date save for the above cash payable to Hiking Group and Qingdao Pacific will become a subsidiary of Singamas.

– 14 –

LETTER FROM FIRST SHANGHAI

Earnings

Upon completion of the Transaction, Singamas will own an additional 40% of the equity interest of Qingdao Pacific. Qingdao Pacific will become a 95%-owned subsidiary of Singamas, the results of Qingdao Pacific will be consolidated into the financial statements of the Group.

Working capital

As stated in the “Letter from the Board” in the Circular, Singamas will satisfy the Consideration of US$4.8 million (approximately HK$37.2 million) using cash out of internal resources. The Consideration represents approximately 15.5% of Singamas’ bank balances and cash of approximately US$31 million (approximately HK$240.3 million) as at 31 December 2005. As confirmed with Singamas, such payment of cash will not have material adverse impact on the financial position of Singamas or the Group.

Having considered that (i) the Group will benefit from the contribution of additional 40% interest in Qingdao Pacific, and (ii) the Consideration and the dividend payable to Hiking Group will not have material adverse impact on the Group’s consolidated net assets and financial position, we consider that the terms of the Share Transfer Agreement are fair and reasonable and are in the interests of Singamas and the Shareholders as a whole.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the opinion that the terms of the Share Transfer Agreement are fair and reasonable and are in the interests of Singamas and the Shareholders as a whole.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited

Helen Zee Managing Director

Fanny Lee

Director

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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 Singamas. 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 Singamas 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 Singamas is listed or dealt in on stock exchange other than the Stock Exchange 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 DIRECTORS’ INTERESTS

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive in the shares, underlying shares and debentures of Singamas or any associated corporation (within the meaning of Part XV of the SFO) which (a) were required to be notified to Singamas 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 Singamas; 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 Singamas and the Stock Exchange were as follows:

Interests in share capital of Singamas

		Number of Shares	Number of Shares
		Personal	Corporate	Percentage of
Name	Capacity	Interest	Interest	Issued Shares
Mr. Chang Yun Chung	Beneficial Owner	—	303,088,178	49.59
			(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 PIL in which Mr. Chang Yun Chung is interested, in aggregate, in 165,600,000 shares representing 89.61% of the issued share capital of that company. Mr. Chang Yun Chung’s interest in shares of PIL comprises a personal interest in 26,425,000 shares and corporate interests in 58,500,000 shares through South Pacific International Holdings Limited, a company in which he holds 1.87% of the issued share capital and 80,675,000 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 Singamas, both of their interests in shares of PIL comprise personal interests in 1,200,000 shares and 800,000 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 Singamas or any associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to Singamas 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 Singamas; 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 Singamas or the Stock Exchange.

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

There is no contract or arrangement subsisting at the Latest Practicable Date, in which any of the Directors is materially interested and which is significant in relation to 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 2005 (being the date to which the latest published audited financial statements of Singamas 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) DISCLOSURE OF SUBSTANTIAL SHAREHOLDERS’ INTEREST

• (a) As at the Latest Practicable Date, according to the register kept by Singamas pursuant to Section 336 of the SFO, and so far as was known to any Director or the chief executive of Singamas, the following persons (other than the interests of Directors or chief executive of Singamas), had an interest or short position in the shares and underlying shares of Singamas which would fall to be disclosed to Singamas under the provisions of Divisions 2 and 3 of Part XV of the SFO were:

		Number	of Shares
		Direct	Indirect	Percentage of
Name	Notes	Interest	Interest	Total Issued Shares
Lee Kheng Wah	(1)	—	303,088,178(L)#	49.59
PIL	(2)	303,088,178(L)#	—	49.59
Y.C. Chang & Sons
Private Limited	(3)	—	303,088,178(L)#	49.59

(L)# – Long Position

Notes:

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

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

• (3) 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, Y.C. Chang & Sons Private Limited is deemed to be interested in PIL’s interests in Singamas’ issued shares.

Save as disclosed above, as at the Latest Practicable Date, there was no person known to the Directors or the chief executive of Singamas, other than Directors or the chief executive of Singamas, who had an interest or short position in the shares and underlying shares of Singamas which would fall to be disclosed to Singamas under the provisions of Divisions 2 and 3 of Part XV of the SFO.

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GENERAL INFORMATION

APPENDIX

• (b) As at the Latest Practicable Date, so far as was known to the Directors and the chief executive of Singamas, the following persons (other than a Director or chief executive of Singamas), who 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 other member of the Group (other than Singamas) and the amount of such persons’ interests in such securities were:

		Interest in the share	Percentage of
Name of subsidiary	Name of substantial	capital/equity	total issued
of Singamas	shareholder	interest	share capital
Eng Kong Container &	Mr. Li Hung	(Note)	13.35%
Warehousing Limited
	Mr. Ng Kam Ming	(Note)	13.35%
Eng Kong Container	Mr. Li Hung	(Note)	13.35%
Services Limited
	Mr. Ng Kam Ming	(Note)	13.35%
Foshan Shunde Leliu	Shunde Leliu Li Hang Ji	Registered	41%
Wharf & Container	Ye Trading Co., Ltd.	paid-up capital of
Co., Ltd.		US$8,200,000
		(equivalent to
		approximately
		HK$63,550,000)
Ningbo Pacific	China Shipping	Registered	20%
Container Co., Ltd.	Investment Co., Ltd.	paid-up capital of
		US$4,000,000
		(equivalent to
		approximately
		HK$31,000,000)
P.T. Java Pacific	PIL	160	16%
		ordinary shares
	Mr. Soegeng Hendarto	100	10%
		ordinary shares
Regal Power	Mr. Li Hung	(Note)	13.35%
Investments Limited
	Mr. Ng Kam Ming	(Note)	13.35%

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GENERAL INFORMATION

APPENDIX

	Interest in the share	Interest in the share	Percentage of
Name of subsidiary	Name of substantial	capital/equity	total issued
of Singamas	shareholder	interest	share capital
Singamas Logistics	SITC Martime (Group)	Registered	40%
(Qingdao) Co., Ltd.	Co., Ltd.	paid-up capital of
(formerly known as		US$2,312,000
“Shandong International		(equivalent to
Singamas Container		approximately
Co., Ltd.”)		HK$17,918,000)
Shanghai Pacific	Shanghai Jia Bao	Registered	14%
International Container	Industry and Commerce	paid-up capital of
Co., Ltd.	(Group) Co., Ltd.	US$2,520,000
		(equivalent to
		approximately
		HK$19,530,000)
	Shanghai Jinjiang Shipping	Registered	10%
	Co., Ltd.	paid-up capital of
		US$1,800,000
		(equivalent to
		approximately
		HK$13,950,000)
	Sinotrans Shanghai (Group)	Registered	10%
	Co., Ltd.	paid-up capital of
		US$1,800,000
		(equivalent to
		approximately
		HK$13,950,000)
Singamas Container	PIL	Registered	20%
Industry Co., Ltd.		paid-up capital of
		US$1,020,000
		(equivalent to
		approximately
		HK$7,905,000)
Wellmass Group Limited	Mr. Li Hung	2,000	20%
		ordinary shares
	Mr. Ng Kam Ming	2,000	20%
		ordinary shares

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GENERAL INFORMATION

APPENDIX

Note: Each of Messrs. Li Hung and Ng Kam Ming was indirectly interested in approximately 13.35% equity interest of Eng Kong Container Services Limited and Regal Power Investments Limited respectively through his respective 20% interest in Wellmass Group Limited, which holds approximately 66.67% interest in Eng Kong Container & Warehousing Limited, a substantial shareholder of Eng Kong Container Services Limited and Regal Power Investments Limited.

Save as disclosed above, as at the Latest Practicable Date, there was no person known to the Directors or the chief executive of Singamas, other than Directors or the chief executive of Singamas, who was, directly or indirectly, interested in 10% or more of the nominal value of the issued share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group, or any options in respect of such capital.

5) SERVICE CONTRACT

Mr. Teo Siong Seng has entered into a service agreement with Singamas. Unless terminated by cause, the service agreement is valid for an initial term of three years which commenced on 1 January 2005. Thereafter, the service agreement is valid for a further three years, unless terminated by either party giving at least three months’ notice.

As at the Latest Practicable Date, no other Directors or proposed directors has any existing service contract or proposed service contract with Singamas or any of its subsidiaries which is terminable by Singamas within one year without payment of compensation.

6) MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2005 (being the date to which the latest published financial statements of Singamas have been made up) and up to the Latest Practicable Date.

7) INDEPENDENT FINANCIAL ADVISER

The qualification of the independent financial adviser who has given advice contained in this circular is set out as follows:

Name Qualification First Shanghai a licensed corporation licensed to carry on a business in type 6 regulated activity under the SFO

First Shanghai has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and reference to its name in the form and context in which it appears.

As at the Latest Practicable Date, First Shanghai has no direct or indirect interest in any asset which has since 31 December 2005, being the date to which the latest published audited accounts of Singamas were made up, been acquired or disposed of by, or leased to, any member of the Group, or was proposed to be acquired or disposed of by, or leased to, any member of the Group.

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GENERAL INFORMATION

APPENDIX

As at the Latest Practicable Date, First Shanghai was not beneficially interested in the share capital of any member of the Group nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

8) 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.

9) MISCELLANEOUS

• (a) The registered office of Singamas in Hong Kong is at 19th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong.

• (b) The Share registrar of Singamas is Computershare Hong Kong Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (c) The secretary and the qualified accountant of Singamas 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.

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

10) DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the registered office of Singamas at 19th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong from the date of this circular up to and including 5 July 2006:

• (a) the “Letter from the Independent Board Committee” as set out in this circular;

• (b) the “Letter from First Shanghai” as set out in this circular;

• (c) the Share Transfer Agreement;

• (d) the “Service Contract” as set out in this circular; and

• (e) two written confirmations dated 5 June 2006 by PIL and Mr. Teo Siong Seng respectively to approve the Transaction.

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