Risecomm Group Holdings Limited — Proxy Solicitation & Information Statement 2006

Apr 26, 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

CONTINUING CONNECTED TRANSACTIONS

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

FIRST SHANGHAI CAPITAL LIMITED

A letter from the Board is set out on pages 4 to 8 of this circular and a letter from the Independent Board Committee is set out on page 9 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 10 to 13 of this circular.

A notice convening the extraordinary general meeting to be held at Plaza IV, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 18 May 2006 at 10:30 a.m. (or as soon as after the annual general meeting of the Company convened to be held at the same place on the same date shall have been concluded or adjourned) is set out on pages 22 to 23 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the registered office of the Company at 19th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

26 April 2006

CONTENTS

	Page
Definitions.....................................................................................................................................................	1
Letter from the Board.................................................................................................................................	4
Introduction ........................................................................................................................................	4
Conditional Master Purchase Agreement .........................................................................................	5
Reasons for and Benefits of Entering into the Master Purchase Agreement .................................	6
Continuing Connected Transactions .................................................................................................	6
Listing Rules Implications.................................................................................................................	7
Extraordinary General Meeting.........................................................................................................	7
Recommendation................................................................................................................................	7
Letter from the Independent Board Committee.....................................................................................	9
Letter from First Shanghai........................................................................................................................	10
Appendix I – General Information ..................................................................................................	14
Appendix II – Procedures for Conducting a Poll............................................................................	21
Notice of Extraordinary General Meeting...............................................................................................	22

– i –

DEFINITIONS

In this circular, other than in the notice of EGM, the following expressions have the following meanings, unless the context otherwise requires:

“Articles”	the articles of association of the Company, as amended from time to time
“associates”	has the same meaning as given to it in the Listing Rules
“Board”	the board of Directors of Singamas
“Caps”	the annual caps for the Master Purchase Agreement as set out in the section
	headed “Letter from the Board” of this circular
“Company” or “Singamas”	Singamas Container Holdings Limited, the shares of which are listed and
	traded on the Stock Exchange
“Companies Ordinance”	Companies Ordinance (Chapter 32 of the Laws of Hong Kong)
“connected person”	has the same meaning as given to it in the Listing Rules
“continuing connected	has the same meaning as given to it in the Listing Rules
transactions”
“Director(s)”	the director(s) of Singamas
“EGM”	an extraordinary general meeting of the Company to be held on 18 May
	2006 for the Independent Shareholders to consider, and if thought fit,
	approving the resolution in respect of the Transactions
“Equipment”	including but not limited to dry freight containers, collapsible flatrack
	containers, open top containers, refrigerated containers, other specialised
	containers, chassis and other related products
“First Shanghai”	First Shanghai Capital Limited, the independent financial adviser to the
	Independent Board Committee and the Independent Shareholders in relation
	to the Transactions, 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
“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 the Company 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
	Transactions
“Independent Shareholders”	the Shareholders other than PIL and its associates
“Latest Practicable Date”	24 April 2006, being the latest practicable date prior to the printing of this
	circular for ascertaining certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Master Purchase Agreement”	the conditional master purchase agreement dated 11 April 2006, which is
	subject to the approval of the Independent Shareholders, was entered into
	between SMSL and PIL to take effect from 19 May 2006 and will be ended
	on 31 December 2008
“Percentage Ratios”	the percentage ratios, other than the profits ratio and 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 the Company, as defined under the Listing
	Rules
“PIL Group”	PIL together with its subsidiaries
“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
“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 share capital of the Company
“Shareholders”	shareholders of the Company
“SMSL”	Singamas Management Services Limited, a company incorporated in the
	British Virgin Islands and is a wholly-owned subsidiary of Singamas
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– 2 –

DEFINITIONS

“Transactions” the continuing connected transactions between the Group and PIL Group to be occurred on a recurring basis and all the transactions contemplated therein the Master Purchase Agreement “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. 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.

– 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

26 April 2006

To the Shareholders

Dear Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

The Board announced on 11 April 2006 that SMSL, a wholly-owned subsidiary of the Company, entered into the Master Purchase Agreement with PIL on 11 April 2006. Subject to the approval of the Independent Shareholders, the Master Purchase Agreement, which is for the sales of Equipment by the Group to PIL Group, shall commence on 19 May 2006 and expire on 31 December 2008.

At the Latest Practicable Date, PIL is the controlling and substantial shareholder of the Company, as defined under the Listing Rules, thus, PIL is a connected person of the Company and the entering into the Master Purchase Agreement will constitute a continuing connected transaction.

The Master Purchase Agreement involves Transactions, which will occur on a recurring basis over a period of time; accordingly, the Transactions will constitute continuing connected transactions of the Company. The continuing connected transactions are subject to the approval of the Independent Shareholders at the EGM.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide Shareholders with relevant information relating to the Transactions and the resolution to be proposed at the EGM, notice of which is set out on pages 22 to 23 of this circular. The recommendation of the Independent Board Committee to the Independent Shareholders regarding their view on the Transactions and the Caps is set out on page 9 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 Master Purchase Agreement and the Caps is set out on pages 10 to 13 of this circular.

The Transactions under the Master Purchase Agreement constitute non-exempt continuing connected transactions of the Company, and the Company is required to comply with the annual review, reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions. Please refer to the section headed “Listing Rules Implication” below.

CONDITIONAL MASTER PURCHASE AGREEMENT

The salient terms and conditions of the Master Purchase Agreement are described below.

Date:

11 April 2006

Parties:

(a) SMSL

(b) PIL

Scope/Consideration

Pursuant to the Master Purchase Agreement, SMSL will enter into the Transactions with PIL Group for the sales of Equipment from the Group to PIL Group. The Equipment will be sold to PIL Group at prices to be determined at arm’s length negotiations between SMSL and PIL Group with reference to prevailing market prices and conditions and on terms no less favourable to the Group than terms available to or from independent third party customers. The payment of the Equipment will be on deferred basis according to normal credit terms within 60 days.

Term

The Master Purchase Agreement will be in force for a period commencing on 19 May 2006 and expiring on 31 December 2008. During the effective period of the Master Purchase Agreement, either party may terminate the Master Purchase Agreement by giving a 30 days’ written notice to the other party. In the event that neither party early terminates the Master Purchase Agreement, the Company will comply with the relevant requirements of the Listing Rules upon expiry of the term on 31 December 2008.

– 5 –

LETTER FROM THE BOARD

Caps

It is estimated that the sales value in respect of the Transactions for the period ending 31 December 2006 would not exceed US$46,425,000 (equivalent to approximately HK$359,793,750). It is further estimated that the sales value in respect of the Transactions during the two financial years ending 31 December 2007 and 2008 would not exceed US$92,000,000 (equivalent to approximately HK$713,000,000) and US$105,800,000 (equivalent to approximately HK$819,950,000), respectively. The Caps are determined after taking into account (i) the Group will be PIL’s sole supplier of Equipment; (ii) PIL’s estimated annualised requirements of Equipment for 2006 based on the estimated sales to be made to PIL for the partial year ending 31 December 2006; (iii) estimated business growth of PIL at 15% per annum during this enforcement period of the Master Purchase Agreement; and (iv) the prevailing market prices of Equipment. The Board is of the view that the Caps are fair and reasonable.

REASONS FOR AND BENEFITS OF ENTERING INTO THE MASTER PURCHASE AGREEMENT

The principal activities of the Group are engaged in the businesses of container manufacturing and operating container depot/terminal and mid-stream services. On the other hand, PIL is an operator of container liner services and other logistics related services.

The Master Purchase Agreement will provide the Group an additional source of revenue. The Directors (including the independent non-executive Directors) consider that it is in the interests of the Company and the Shareholders (including the Independent Shareholders) for SMSL to enter into the Master Purchase Agreement, which will enable the Group to generate steady revenue from the annual sales of Equipment.

The Directors (including the independent non-executive Directors) consider that the Master Purchase Agreement together with the Caps were entered into on normal commercial terms and the terms thereof are fair and reasonable so far as the Company and the Shareholders as a whole are concerned.

CONTINUING CONNECTED TRANSACTIONS

PIL, a company in which Messrs. Chang Yun Chung, Teo Siong Seng and Teo Tiou Seng are directors and shareholders, is the controlling and substantial shareholder of the Company, as defined under the Listing Rules. Accordingly, PIL is a connected person of the Company under the Listing Rules. The Master Purchase Agreement involves Transactions, which will occur on a recurring basis over a period of time; accordingly, the Transactions will constitute continuing connected transactions of the Company under the Listing Rules and will be subject to the requirements of reporting, announcement and approval by the Independent Shareholders as set out in Chapter 14A of the Listing Rules.

It is estimated that the Caps of the Transactions with PIL Group, on annual basis, for the period ending 31 December 2006 and for two financial years commencing from 1 January 2007 would exceed 25% threshold for certain Percentage Ratios under Rule 14A.34 of the Listing Rules. Accordingly, pursuant to Rule 14A.35, the Transactions are subject to the reporting, announcement and Independent Shareholders’ approval requirements as set out in Rules 14A.45 to 14A.54 of the Listing Rules.

– 6 –

LETTER FROM THE BOARD

The Master Purchase Agreement together with the Caps will take effect conditional upon the approval of the Independent Shareholders at the EGM to be convened.

LISTING RULES IMPLICATIONS

The Caps of the Transactions with PIL Group, on annual basis, under the Master Purchase Agreement, are expected to exceed 25% threshold for certain Percentage Ratios under Rule 14A.34 of the Listing Rules. Accordingly, the Transactions under the Master Purchase Agreement constitute non-exempt continuing connected transactions for the Company. As such, the Company is required to comply with the annual review, reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions.

The Company will seek the Independent Shareholders’ approval of the continuing connected transactions at the EGM by way of a poll. PIL and its associates are required to abstain from voting at the EGM. The Independent Board Committee has been appointed to advise the Independent Shareholders, and First Shanghai has been appointed as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders, on whether the Transactions are expected to be entered into in the ordinary and usual course of business of the Group and the Master Purchase Agreement together with the Caps are agreed on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The procedures for conducting a poll are set out in Appendix II of this circular.

EXTRAORDINARY GENERAL MEETING

The notice convening the EGM to be held at Plaza IV, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 18 May 2006 at 10:30 a.m. (or as soon as after the annual general meeting of the Company convened to be held at the same place on the same date shall have been concluded or adjourned), at which an ordinary resolution will be proposed to approve the Transactions together with the Caps is set out on pages 22 to 23 of this circular.

A proxy form for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the registered office of the Company at 19th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the Transactions are expected to be entered into in the ordinary and usual course of business of the Group and the Master Purchase Agreement together with the Caps are agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

– 7 –

LETTER FROM THE BOARD

Your attention is drawn to the letter from the Independent Board Committee set out on page 9 of this circular which contains its recommendation to the Independent Shareholders on the Transactions together with the Caps. Your attention is also drawn to the letter of advice received from First Shanghai which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Master Purchase Agreement together with the Caps. The letter from First Shanghai is set out on pages 10 to 13 of this circular.

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

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

– 8 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Code: 0716

26 April 2006

To the Independent Shareholders

Dear Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular dated 26 April 2006 of the Company (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 Transactions and the Master Purchase Agreement together with the Caps, details of which are set out in the “Letter from the Board” in the Circular to the Shareholders.

Having taken into account of the advice of First Shanghai, we consider that the Transactions are expected to be entered into in the ordinary and usual course of business of the Group and the Master Purchase Agreement together with the Caps are agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to approve the Master Purchase Agreement and the Transactions contemplated thereunder and the Caps as set out in the notice of the EGM to be held on 18 May 2006.

Yours faithfully, For and on behalf of

Independent Board Committee of Singamas Container Holdings Limited

Ngan Man Kit, Alexander Ong Ka Thai Soh Kim Soon Independent Independent Independent Non-executive Director Non-executive Director Non-executive Director

– 9 –

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 continuing connected transactions 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

26 April 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 Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the continuing connected transactions, details of which are set out in the circular of the Company dated 26 April 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 the Company dated 11 April 2006, SMSL, a wholly-owned subsidiary of the Company, entered into the Master Purchase Agreement with PIL on 11 April 2006 for the sales of Equipment by the Group to PIL Group, commencing from 19 May 2006 and expiring on 31 December 2008, subject to Independent Shareholders’ approval. As PIL is the controlling shareholder of the Company, the entering into of the Master Purchase Agreement with PIL will constitute a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. Given that certain Percentage Ratios will exceed 25% on an annual basis for the three financial years ending 31 December 2008, the Transactions are subject to the reporting, announcement and approval of the Independent Shareholders as set out in Rules 14A.45 to 14A.54 of the Listing Rules. PIL and its associates shall abstain from voting at the EGM.

– 10 –

LETTER FROM FIRST SHANGHAI

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 Master Purchase Agreement, the Transactions and the Caps. 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 Master Purchase Agreement, the Transactions and the Caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Apart from normal professional fees for our services to the Company 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 the Company, and have assumed that all such information and representations made or referred to in the Circular and provided to us by the Directors and the Company 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 Master Purchase Agreement, we have taken into account the following principal factors and reasons:

1. Background

The Group is principally engaged in manufacturing dry freight containers, collapsible flatrack containers, open top containers, log carriers for railway, refrigerated containers, other specialised containers and related products, chassis and container parts; provision of logistic services, including operating container depots, container terminals, mid-stream and container logistics. As advised by the management of the Company and mentioned in the “Letter from the Board” of the Circular, PIL is an operator of container liner services and other logistics related services.

As stated in the annual reports of the Company for the financial years ended 31 December 2004 and 31 December 2005, the amounts of revenue of the Group generated from container manufacturing for the three years ended 31 December 2003, 2004 and 2005 were approximately US$416 million, US$498 million and US$809 million respectively, represented approximately 92%, 93% and 96% of the Group’s total revenue over the respective periods. The Group’s revenue from container manufacturing increased by approximately 20% from 31 December 2003 to 31 December 2004 while the growth rate was approximately 62% for the year ended 31 December 2005. The higher growth in 2005 was attributable to the higher average container selling prices attained in 2005 as well as the revenue contributions from Shanghai Baoshan Pacific Container Co., Ltd. and Tianjin Pacific Container Co., Ltd., both of which were formerly jointly controlled entities and had became subsidiaries of the Group in 2005.

– 11 –

LETTER FROM FIRST SHANGHAI

As stated in the Company’s annual report for the year ended 31 December 2005, the maximum annual production capacity of the Group has increased to 850,000 twenty-foot equivalent units (“TEUs”) after a series of efficiency enhancements and upgrading of the production facilities in early 2005. TEU is a unit of measurement equal to the space occupied by a standard twenty foot container, which is an international standard measure of containers. To capture the rising container demand, the Group intends to continue its expansion plan and its maximum annual production capacity is expected to increase to 1.25 million TEUs by mid 2006. We are of the view that the entering into of the Master Purchase Agreement, which will enable the Group to secure certain sales order, is corresponding with the Group’s development plan.

2. Reasons for entering into the Master Purchase Agreement

As discussed with the management of the Company, we understand that PIL Group is currently leasing containers from lessors. To cope with its growing business activities and to minimise its operating costs, instead of leasing containers, PIL Group intends to buy the Equipment from the Group.

Under the Master Purchase Agreement, the Group will sell the Equipment to PIL Group for a period commencing from 19 May 2006 and ending at 31 December 2008. As stated in the “Letter from the Board” in the Circular, the Master Purchase Agreement will provide an additional source of revenue to the Group. The Directors consider and we concur with the Directors that the entering into of the Master Purchase Agreement with PIL is in the interests of the Company and the Shareholders as it will enable the Group to generate steady revenue from the annual sales of Equipment to PIL Group. Given that the nature of the Transactions is in line of the core business of the Group, we consider that the Transactions will be conducted in the ordinary and usual course of business of the Group.

3. Key terms of the Master Purchase Agreement and basis of determining the Caps of the Transactions

Pursuant to the Master Purchase Agreement, SMSL will enter into the Transactions with PIL for the sales of Equipment by the Group to PIL Group. The Equipment will be sold to PIL Group at prices to be determined at arm’s length negotiations between SMSL and PIL with reference to prevailing market prices and conditions and on terms no less favourable than terms available to or from independent third party customers of the Group. The payment of the Equipment will be on deferred basis according to normal credit terms within 60 days. The Master Purchase Agreement will expire on 31 December 2008. During the effective period of the Master Purchase Agreement, either party may terminate the Master Purchase Agreement by giving a 30 days’ written notice to the other party. Having considered the above, we are of the view that the Transactions will be conducted on normal commercial terms.

As stated in the “Letter from the Board” in the Circular, the Directors estimate that the Caps in respect of the Transactions for the period ending 31 December 2006 and the two financial years ending 31 December 2007 and 2008 will not exceed US$46,425,000 (equivalent to approximately HK$359,793,750), US$92,000,000 (equivalent to approximately HK$713,000,000) and US$105,800,000 (equivalent to approximately HK$819,950,000), respectively. We note that the Caps are determined by the Directors after taking into account (i) the Group will be PIL’s sole supplier of Equipment; (ii) PIL’s estimated annualised requirements of Equipment for 2006 based on the estimated sales to be made to PIL for the period commencing from 19 May 2006 and ending at 31 December 2006; (iii) estimated business growth of PIL at 15% per annum during the enforcement period of the Master Purchase Agreement; and (iv) the prevailing market prices of Equipment.

– 12 –

LETTER FROM FIRST SHANGHAI

We have discussed with the management of the Company and note that they have discussed with PIL in respect of the estimated future requirement on containers by PIL Group and consider that such estimation is reasonable. We have reviewed the industry data published on the website of BRS-Alphaliner, a container market database which was launched in 1999 and is a worldwide referral in liner shipping intelligence, in which it is forecasted that the quantity of container fleet is expected to grow on an average of approximately 14.7% from 1 January 2006 to 1 January 2009. Based on the aforesaid forecast and the historical revenue growth of the Group’s container manufacturing business as explained in the paragraph headed “Background” above, we are of the view that the estimated business growth of PIL Group at 15% per annum during the enforcement period of the Master Purchase Agreement is acceptable. Having considered the above, we consider that the basis of determining the Caps is fair and reasonable so far as the Independent Shareholders are concerned.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the opinion that the Transactions are in the interests of the Company and the Shareholders as a whole and that the terms of the Master Purchase Agreement and the Caps are fair and reasonable in so far as the Independent Shareholders are concerned. In particular: -

• (i) the entering into of the Master Purchase Agreement will enable the Group to generate additional steady revenue from the annual sales of Equipment to PIL Group;

• (ii) the basis of determining the Caps, which has taken into consideration the estimated sales and business growth of PIL Group and the prevailing market prices of Equipment, is reasonable; and

• (iii) the Equipment will be sold to PIL Group at prices with reference to prevailing market prices and the Transactions with PIL Group will be entered into (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms (or on terms no less favourable to the Group than terms available to or from independent third parties).

Accordingly, we advise the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Master Purchase Agreement and the Transactions contemplated thereunder and the Caps.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited

Helen Zee Managing Director

Byron Tan Managing Director

– 13 –

GENERAL INFORMATION

APPENDIX I

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 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 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	—	303,088,178	49.59
			(Note)
Mr. Teo Siong Seng	Beneficial Owner	13,234,000	—	2.17

– 14 –

APPENDIX I

GENERAL INFORMATION

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 the Company, 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 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 2005 (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.

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 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) DISCLOSURE OF SUBSTANTIAL SHAREHOLDERS’ INTEREST

• (a) 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 were:

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GENERAL INFORMATION

APPENDIX I

		Number	of Shares
		Direct	Indirect	Percentage of
Name	Notes	Interest	Interest	Total Issued Shares
Cheah Cheng Hye	(1)	–	35,706,000(L)#	5.84
Lee Kheng Wah	(2)	–	303,088,178(L)#	49.59
PIL	(3)	303,088,178(L)#	–	49.59
Value Partners Limited	(4)	35,706,000(L)#	–	5.84
Y.C. Chang & Sons
Private Limited	(5)	–	303,088,178(L)#	49.59

#(L) – Long Position

Notes:

• (1) Mr. Cheah Cheng Hye is deemed to be interested and held via Value Partners Limited in these shares.

• (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 Directors’ Interests’ above.

• (4) Value Partners Limited directly holds these shares.

• (5) 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.

Save as disclosed above, as at the Latest Practicable Date, there was no person known to the Directors or the chief executive of the Company, other than Directors or the chief executive of the Company, who 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.

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

were:
		Interest in the share	Percentage of
Name of subsidiary	Name of substantial	capital/equity	total issued
of the Company	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%

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GENERAL INFORMATION

APPENDIX I

		Interest in the share	Percentage of
Name of subsidiary	Name of substantial	capital/equity	total issued
of the Company	shareholder	interest	share capital
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)
P.T. Java Pacific	PIL	160	16%
		ordinary shares
	Mr. Soegeng Hendarto	100	10%
		ordinary shares
Qingdao Pacific	Hiking Group	Registered	45%
Container Co., Ltd.	Co., Ltd.	paid-up capital of
		US$5,400,000
		(equivalent to
		approximately
		HK$41,850,000)
Regal Power	Mr. Li Hung	(Note)	13.35%
Investments Limited
	Mr. Ng Kam Ming	(Note)	13.35%
Shandong International	SITC Martime (Group)	Registered paid-up	40%
Singamas Container	Co., Ltd.	capital of
Co., Ltd.		US$800,000
		(equivalent to
		approximately
		HK$6,200,000)
Shanghai Pacific	Shanghai Jia Bao	Registered paid-up	14%
International Container	Industry and Commerce	capital of
Co., Ltd.	(Group) Co., Ltd.	US$2,520,000
		(equivalent to
		approximately
		HK$19,530,000)

– 17 –

GENERAL INFORMATION

APPENDIX I

		Interest in the share	Percentage of
Name of subsidiary	Name of substantial	capital/equity	total issued
of the Company	shareholder	interest	share capital
	Shanghai Jinjiang	Registered paid-up	10%
	Shipping Co., Ltd.	capital of
		US$1,800,000
		(equivalent to
		approximately
		HK$13,950,000)
	Sinotrans Shanghai	Registered paid-up	10%
	(Group) Co., Ltd.	capital of
		US$1,800,000
		(equivalent to
		approximately
		HK$13,950,000)
Singamas Container	PIL	Registered paid-up	20%
Industry Co., Ltd.		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

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 the Company, other than Directors or the chief executive of the Company, 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.

– 18 –

GENERAL INFORMATION

APPENDIX I

5) SERVICE CONTRACT

Mr. Teo Siong Seng has entered into a service agreement with the Company. 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 the Company or any of its subsidiaries which is terminable by the Company 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 the Company 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 the Company 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.

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.

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GENERAL INFORMATION

APPENDIX I

8) MISCELLANEOUS

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

• b) 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.

• c) The secretary and the qualified accountant 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.

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

9) DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the registered office of the Company at 19th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong from the date of this circular up to and including 18 May 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; and

• c) the Master Purchase Agreement; and

• d) The “Service Contract” as set out in this circular.

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PROCEDURES FOR CONDUCTING A POLL

APPENDIX II

Pursuant to existing article 60 of the Articles, a resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Companies Ordinance, a poll may be demanded:-

• (a) by the chairman; or

• (b) by not less than three members having the right to vote at the meeting; or

• (c) by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (d) by a member or members holding shares conferring a right to vote on the resolution on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Pursuant to existing article 61 of the Articles, unless a poll is duly demanded, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

Pursuant to existing article 64 of the Articles, in the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have. In case of any dispute as to the admission or rejection of any vote the chairman shall determine the same, and such determination shall be final and conclusive.

Pursuant to existing article 65 of the Articles, a poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs, not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

Pursuant to existing article 67 of the Articles, subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative who is not himself a member entitled to vote, shall have one vote, and on a poll every member shall have one vote for every share of which he is the holder.

Pursuant to existing article 72 of the Articles, on a poll votes may be given either personally or by proxy or by a duly authorised representative. A member entitled to more than one vote need not use all his votes or cast all the votes the same way.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [108 x 35] intentionally omitted <==

SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Code: 0716

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Singamas Container Holdings Limited (the “Company”) will be held at Plaza IV, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 18 May 2006 at 10:30 a.m. (or as soon as after the annual general meeting of the Company convened to be held at the same place on the same date shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the Transactions (as defined in the circular of the Company dated 26 April 2006 (the “Circular”)) contemplated therein the Master Purchase Agreement (as defined in the Circular) (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purposes) be and are hereby generally and unconditionally approved;

• (b) the Caps (as defined in the Circular) for the period ending 31 December 2006 and two financial years ending 31 December 2008 be and are hereby approved; and

• (c) any director of the Company be and is hereby authorised as he considers necessary, to execute for and on behalf of the Company all other documents, instruments, notices or agreements to be incidental to, or ancillary to or in connection with the matters contemplated in the Master Purchase Agreement and, to do all such other acts, matters or things for and on behalf of the Company, as may deem necessary or desirable to perfect, give effect to or implement any terms of the Transactions (as defined in the Circular).”

By Order of the Board Tam Shuk Ping, Sylvia Company Secretary

Hong Kong, 26 April 2006

Registered office:

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

– 22 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting should he so wish.

2. In order to be valid, the form of proxy, together with any power of attorney or other authority, if any under which it is signed or a notarially certified copy of that authority must be lodged with the registered office of the Company at 19th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. The register of members of the Company will be closed from Monday, 15 May 2006 to Thursday, 18 May 2006, both days inclusive, during which period no transfer of shares will be effected. In order to determine entitlement to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s Registrars, Computershare Hong Kong Investor Services Limited of 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:00 p.m. on Friday, 12 May 2006.

– 23 –