Risecomm Group Holdings Limited — Proxy Solicitation & Information Statement 2010

Apr 20, 2010

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 transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make 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.

==> picture [424 x 105] intentionally omitted <==

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of the Company to be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 26 May 2010 at 10:30 a.m. is set out on pages 15 to 18 of this circular.

Whether or not you intend to attend the said meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same 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 the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting(s) should you so wish.

21 April 2010

CONTENTS

	Page
DEFINITIONS ....................................................................................................................	1
LETTER FROM THE BOARD
Introduction ................................................................................................................	3
Re-election of Directors .............................................................................................	3
Repurchase Mandate ...................................................................................................	4
Share Issue Mandate ...................................................................................................	5
AGM ..........................................................................................................................	5
Action to be Taken .....................................................................................................	5
Responsibility Statement ............................................................................................	5
Recommendation ........................................................................................................	6
General .......................................................................................................................	6
APPENDICES
Appendix 1 — Details of the Directors to be Re-elected ...............................	7
Appendix 2 — Explanatory Statement on Repurchase Mandate .....................	12
Appendix 3 — Notice of AGM .......................................................................	15

– i –

DEFINITIONS

In this circular (other than the Notice of AGM), the following expressions have the following meanings, unless the context otherwise requires:

• “AGM”

the annual general meeting of the Company to be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 26 May 2010 at 10:30 a.m.

• “Articles” the articles of association of the Company

• “associates” has the same meaning as given to it in the Listing Rules

• “Board” the board of Directors

• “Company” 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(s)” has the same meaning as given to it in the Listing Rules

• “Director(s)” the director(s) of the Company

• “Group” the Company together with its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Latest Practicable Date” 15 April 2010, 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

• “Ordinary Resolution(s)” the proposed ordinary resolution(s) as referred to in the notice of AGM

• “PIL” Pacific International Lines (Private) Limited, a substantial shareholder of the Company as defined under the Listing Rules

“PILHK” Pacific International Lines (H.K.) Limited, a company in which Messrs. Chang Yun Chung, Teo Siong Seng and Teo Tiou Seng, directors and shareholders of PIL, have beneficial interests, is an associate of PIL

– 1 –

DEFINITIONS

• “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

• “Repurchase Mandate” a general mandate to the Directors to exercise the power of the Company to repurchase Shares during the period as set out in the Ordinary Resolution referred to in item 6 of the notice of AGM up to 10% of the issued share capital of the Company as at the date of passing of the said Ordinary Resolution

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Shanghai Pacific” Shanghai Pacific International Container Co., Ltd., a 60% owned-subsidiary of the Company

• “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” the holder(s) of the Share(s)

• “Share Buyback Rules” the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing of their own securities on the Stock Exchange

• “Share Issue Mandate” a general mandate to the Directors to exercise the power of the Company to allot and issue Shares during the period as set out in the Ordinary Resolution referred to in item 5 of the notice of AGM up to 20% of the issued share capital of the Company as at the date of passing of the said Ordinary Resolution

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial shareholder”

• has the same meaning as given to it in the Listing Rules

• “Takeovers Code”

• the Hong Kong Codes on Takeovers and Mergers and Share Repurchases

• “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$7.80.

– 2 –

LETTER FROM THE BOARD

==> picture [424 x 105] intentionally omitted <==

Executive Directors:

Mr. Chang Yun Chung (Chairman) (also known as Mr. Teo Woon Tiong)

Mr. Teo Siong Seng (Vice Chairman)

Mr. Hsueh Chao En

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

• Mr. Teo Tiou Seng

Non-executive Directors:

Mr. Jin Xu Chu

Mr. Kuan Kim Kin

Independent Non-executive Directors:

Mr. Lau Ho Man

Mr. Ong Ka Thai

• Mr. Yang, Victor

21 April 2010

To the Shareholders

Dear Sirs or Madams,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with information regarding Ordinary Resolutions to be proposed at the AGM to be held on 26 May 2010 relating to the proposed re-election of Directors, Share Issue Mandate and Repurchase Mandate in accordance with Share Buyback Rules.

RE-ELECTION OF DIRECTORS

The Board currently consists of nine Directors, namely Mr. Chang Yun Chung (also known as Mr. Teo Woon Tiong), Mr. Teo Siong Seng, Mr. Hsueh Chao En, Mr. Teo Tiou Seng, Mr. Jin Xu Chu, Mr. Kuan Kim Kin, Mr. Lau Ho Man, Mr. Ong Ka Thai and Mr. Yang, Victor.

– 3 –

LETTER FROM THE BOARD

Pursuant to articles 92 and 102 of the Articles, the following Directors shall retire from office at the AGM and, being eligible, offer themselves for re-election:

Mr. Chang Yun Chung (also known as Mr. Teo Woon Tiong)

Mr. Hsueh Chao En

Mr. Teo Tiou Seng Mr. Jin Xu Chu Mr. Kuan Kim Kin Mr. Lau Ho Man Mr. Ong Ka Thai Mr. Yang, Victor

Mr. Ong Ka Thai is an independent non-executive director of the Company since his appointment on 17 May 1997. As of the date of this circular, Mr. Ong has been serving on the Board for more than nine years. The Board considers Mr. Ong is and continues to be independent based on his submitted annual written confirmations concerning his independence. The Board believes that Mr. Ong should be re-elected on the basis that he is a person of high integrity and at all times, Mr. Ong has been exercising judgment in the best interests of the Company when discharging his duties as Independent Non-executive Director of the Company.

The re-election of the retiring Directors (including Mr. Ong Ka Thai) will be individually and separately voted on by the Shareholders.

Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

REPURCHASE MANDATE

On 5 June 2009, a general and unconditional mandate, which was given to the Directors to exercise all the powers of the Company to repurchase on the Stock Exchange its own Shares, up to a maximum of 10% of the share capital of the Company in issue, will expire at the conclusion of the AGM. An ordinary resolution will therefore be proposed at the AGM to approve the granting of Repurchase Mandate to the Directors.

The Repurchase Mandate, upon the approval to be granted at the AGM, would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolution of Shareholders in general meeting prior to the next annual general meeting.

This circular contains the explanatory statement as set out in Appendix II that is required by the Listing Rules to accompany the notice of AGM at which a resolution is to be proposed in relation to the Repurchase Mandate. Its purpose is to provide Shareholders with all the information reasonably necessary for them to make an informed decision as to whether or not to vote in favour of the ordinary resolution in approving the Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

SHARE ISSUE MANDATE

An ordinary resolution will be proposed at the AGM to grant to the Directors the Share Issue Mandate. In addition, an ordinary resolution will also be proposed to authorise an extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares purchased under the Repurchase Mandate, if granted. Such extended amount shall not exceed 20% in aggregate of the nominal amount of the share capital of the Company in issue as at the date of passing of the Ordinary Resolution as referred to in item 5 of the notice of AGM.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions as referred to in items 5 and 7 of the notice of AGM respectively.

AGM

At the AGM, resolutions will be proposed to the Shareholders in respect of the ordinary business of the Company to be considered at the AGM, being the approval and adoption of the audited financial statements, the Directors’ report and the auditor’s report for the year ended 31 December 2009, the re-election of Directors, the fixing of the Directors’ fees and the re-appointment of auditors and the special business of the Company to be considered at the AGM, being the proposed grant of the Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate. The notice of AGM is set out in Appendix III to this circular.

The votes to be taken at the AGM will be by poll, the results of which will be announced after the AGM.

ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed herein this circular. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the proxy form accompanied to this circular in accordance with the instructions printed thereon to the registered office of the Company not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting should you so desire.

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 not contained in this circular, the omission of which would make any statement herein misleading.

– 5 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the re-election of Directors, the granting of Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate are in the best interests of the Company as well as the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions to be proposed at the AGM to give effect to them.

GENERAL

Your attention is also drawn to the appendices to this circular.

By Order of the Board Chang Yun Chung Chairman

– 6 –

APPENDIX 1 DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The particulars of the Directors proposed to be re-elected at the AGM are set forth below:

CHAIRMAN

Mr. Chang Yun Chung (also known as Mr. Teo Woon Tiong) , aged 91, Chairman, appointed on 20 April 1993, started his shipping career in Singapore in 1949 and is the founder of PIL. Mr. Chang is the father of Mr. Teo Siong Seng and Mr. Teo Tiou Seng. Mr. Chang graduated from the Xiamen Datung College. Mr. Chang is presently the Executive Chairman of the PIL Group of companies in Singapore, which is engaged in shipping and related businesses. Mr. Chang is also the Chairman of PILHK of Hong Kong, the Maya Group of companies, Malaysia Shipping Corporation Sdn. Bhd. of Malaysia, Eastern Maritime (Thailand) Ltd. and Pacific Seatran Lines Ltd. of Thailand. Other than PILHK, the Maya Group of companies, Malaysia Shipping Corporation Sdn. Bhd., Eastern Maritime (Thailand) Ltd. and Pacific Seatran Lines Ltd. are third parties independent of the Company and connected persons of the Company. Save as disclosed in this circular, Mr. Chang does not have any other relationship with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, Mr. Chang was deemed to be interested in 947,351,059 Shares. Among others, a total of 946,240,534 Shares are held by PIL in which Mr. Chang is interested in aggregate, in 496,800,000 shares representing 89.61% of the issued share capital of PIL. Mr. Chang’s interest in PIL comprises a personal interest in 79,275,000 shares and corporate interests in 175,500,000 shares through South Pacific International Holdings Limited, a company in which he holds 1.87% of the issued share capital and 242,025,000 shares through Y.C. Chang & Sons Private Limited, a company in which he holds 2.86% of the issued share capital. The personal interest of Mr. Chang represents the interest in 1,110,525 underlying Shares in respect of share options granted by the Company. Save as disclosed above, he had no other interests in the Shares within the meaning of Part XV of the SFO. Mr. Chang does not have any service contract with the Company and does not require the Company to give more than one year’s notice period or to make payments equivalent to more than one year’s emoluments to terminate his service. The term of Mr. Chang in office is subject to retirement and re-election in annual general meetings of the Company in accordance with the Articles. He is entitled to a director’s fee of HK$300,000 for the year of 2009 with reference to the remuneration policy of the Company and having given consideration to the level of responsibility, experience and abilities required of Mr. Chang and the remuneration offered for similar position in comparable companies. Mr. Chang has not held any directorship in other listed public companies during the last three years.

EXECUTIVE DIRECTORS

Mr. Hsueh Chao En , Dip. Eng. , aged 57, appointed on 16 May 1997, joined Shanghai Pacific in July 1989 and was appointed as Executive Vice President – Manufacturing Operations of the Company on 1 June 1993. Mr. Hsueh graduated in mechanical engineering from a technical institute in Taiwan. Mr. Hsueh is a director of various subsidiaries of the Company. Prior to joining the Company, he had over 10 years’ experience as a plant manager in various container manufacturing plants in Taiwan. Mr. Hsueh does not have any other relationship with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, the personal interest of Mr. Hsueh represents the interest in 2,743,650 underlying Shares in respect of share options granted by the Company. Save as disclosed above, he does not have any interest in the Shares within the meaning of Part XV of the SFO. Mr. Hsueh has a service contract with the Company but it does not require the Company to give more than one year’s notice period or to make payments equivalent to more than one year’s emoluments to terminate his service. The term of Mr. Hsueh in office is subject to retirement and re-election in annual general meetings of the Company in accordance with the Articles. With reference to the remuneration policy of the Company and having given consideration to the level of responsibility, experience and abilities required of Mr. Hsueh and the remuneration offered for similar position in

– 7 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX 1

comparable companies, he is entitled to an annual remuneration (including discretionary performance bonus) of US$120,266 (equivalent to approximately HK$938,075) and a director’s fee of HK$180,000 for the year of 2009. Mr. Hsueh has not held any directorship in other listed public companies during the last three years.

Mr. Teo Tiou Seng , aged 57, appointed on 26 June 1996 as Executive Director of the Company and is also a director of various subsidiaries of the Company. Mr. Teo is a son of Mr. Chang Yun Chung and has been engaging in shipping business since 1977. Mr. Teo graduated and holds a MBA from the University of Western Ontario, Richard Ivey School of Business – the leading business school in Canada. He has more than 27 years of working experience in container transport business and is also a director of PIL and the managing director of PILHK. Save as disclosed in this circular, Mr. Teo does not have any other relationship with any director, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, the personal interest of Mr. Teo represents the interest in 944,000 Shares and interest in 548,730 underlying Shares in respect of share options granted by the Company. Mr. Teo also has personal interest in 2,400,000 shares and representing 0.43% of the issued share capital of PIL. Save as disclosed above, he has no other interest in the Shares within the meaning of Part XV of the SFO. Mr. Teo does not have any service contract with the Company and does not require the Company to give more than one year’s notice period or to make payments equivalent to more than one year’s emoluments to terminate his service. The term of Mr. Teo in office is subject to retirement and re-election in annual general meetings of the Company in accordance with the Articles. With reference to the remuneration policy of the Company and having given consideration to the level of responsibility, experience and abilities required of Mr. Teo and the remuneration offered for similar position in comparable companies, he is entitled to an annual remuneration (including discretionary performance bonus) of HK$276,383 and a director’s fee of HK$180,000 for the year of 2009. Mr. Teo has not held any directorship in other listed public companies during the last three years.

NON-EXECUTIVE DIRECTORS

Mr. Jin Xu Chu , aged 63, appointed as Executive Director of the Company on 31 December 2004 and was re-designated as Non-executive Director of the Company on 1 January 2010. He studied at the Shanghai Jiao Tong University and joined Shanghai Pacific in May 1989. Mr. Jin is currently a director of certain manufacturing operating units of the Company. He has more than 30 years of experience in the container manufacturing industry in the PRC. Mr. Jin does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, the personal interest of Mr. Jin represents the interest in 2,221,050 underlying Shares in respect of share options granted by the Company. Save as disclosed above, he does not have any interest in the Shares within the meaning of Part XV of the SFO. Mr. Jin has a service contract with the Company but it does not require the Company to give more than one year’s notice period or to make payments equivalent to more than one year’s emoluments to terminate his service. The term of Mr. Jin in office is subject to retirement and re-election in annual general meetings of the Company in accordance with the Articles. With reference to the remuneration policy of the Company and having given consideration to the level of responsibility, experience and abilities required of Mr. Jin and the remuneration offered for similar position in comparable companies, he is entitled to an annual remuneration (including discretionary performance bonus) of US$110,000 (equivalent to approximately HK$858,000) and a director’s fee of HK$180,000 for the year of 2009. Mr. Jin has not held any directorship in other listed public companies during the last three years.

– 8 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX 1

Mr. Kuan Kim Kin , aged 61, appointed as Non-executive Director of the Company on 15 July 1998. Mr. Kuan is a member of the audit committee and remuneration committee of the Company. He joined PIL in 1994 as the General Manager of the Finance Division and has been an executive director of the Finance Division of PIL since 7 June 2004. He is also an executive director of Pacific Ship Investment (Pte.) Ltd. and a non-executive director of PST Management Pte. Ltd. which acts in its capacity as a Trustee Manager of Pacific Shipping Trust listed on the Singapore Exchange Securities Trading Limited. Pacific Shipping Trust is sponsored by PIL. Other than their relationship with PIL, Pacific Ship Investment (Pte.) Ltd., PST Management Pte. Ltd. and Pacific Shipping Trust are third parties independent of the Company and connected persons of the Company. Prior to joining PIL, he held a number of senior financial and accounting positions across diverse business groups, including two public listed companies in Malaysia. Mr. Kuan is a fellow member of The Chartered Institute of Management Accountants (United Kingdom). Save as disclosed above, Mr. Kuan does not have any other relationship with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, the personal interest of Mr. Kuan represents the interest in 548,730 underlying Shares in respect of share options granted by the Company. Save as disclosed above, he does not have any interest in the Shares within the meaning of Part XV of the SFO. Mr. Kuan has a service contract with the Company but it does not require the Company to give more than one year’s notice period or to make payments equivalent to more than one year’s emoluments to terminate his service. The term of Mr. Kuan in office is generally for one year subject to retirement and re-election in annual general meetings of the Company in accordance with the Articles. He is entitled to a director’s fee of HK$220,000 for the year of 2009 with reference to the remuneration policy of the Company and having given consideration to the level of responsibility, experience and abilities required of Mr. Kuan and the remuneration offered for similar position in comparable companies. Other than the foregoing, Mr. Kuan has not held any directorship in other listed public companies during the last three years.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Lau Ho Man , aged 55, appointed as Independent Non-executive Director of the Company on 1 May 2009. Mr. Lau is a Certified Public Accountant (Practising), a fellow member of the Hong Kong Institute of Certified Public Accountants, an associate member of The Institute of Chartered Accountants in England and Wales and the associate member of The American Institute of Certified Public Accountants. Mr. Lau has more than 32 years of experience in finance, accounting management and administration, and also has extensive experience in taxation and corporate finance matters. Mr. Lau is currently an independent non-executive director of CCT Telecom Holdings Limited, a company listed on the main board of the Stock Exchange. CCT Telecom Holdings Limited is a third party independent of the Company and connected persons of the Company. Mr. Lau does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, Mr. Lau does not have any interest in the Shares within the meaning of Part XV of the SFO. Mr. Lau has a service contract with the Company but it does not require the Company to give more than one year’s notice period or to make payments equivalent to more than one year’s emoluments to terminate his service. The term of Mr. Lau in office is generally for one year subject to retirement and re-election in annual general meetings of the Company in accordance with the Articles. He is entitled to a director’s fee of HK$120,000 for the year of 2009 with reference to the remuneration policy of the Company and having given consideration to the level of responsibility, experience and abilities required of Mr. Lau and the remuneration offered for similar position in comparable companies. Save as disclosed above, Mr. Lau has not held any directorship in other listed public companies in Hong Kong or overseas during the last three years.

– 9 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX 1

Mr. Ong Ka Thai , aged 55, appointed as Independent Non-executive Director of the Company on 17 May 1997. Mr. Ong is the Chairman of the audit committee and a member of the remuneration committee of the Company. Mr. Ong is currently the Chairman of various companies including Ong Pacific (H.K.) Ltd., Ong First Tradition Pte. Ltd., Ong Commodities Pte. Ltd. and Ong Pacific Capital Ltd.. These companies are third parties independent of the Company and connected persons of the Company. Mr. Ong graduated from the University of California at Los Angeles with a Bachelor of Arts Degree majoring in Economics, and had served as the CEO for a number of multinational joint ventures since then. Mr. Ong is currently a director of Shanghai International Shanghai Growth Investment Limited, a company listed on the Stock Exchange. Mr. Ong was previously an independent non-executive director of China Bohai Bank Limited. Except for the provision of banking facilities by China Bohai Bank Limited to subsidiaries of the Group, Shanghai International Shanghai Growth Investment Limited and China Bohai Bank Limited are third parties independent of the Company and connected persons of the Company. Mr. Ong has over 33 years of experience in the manufacturing, corporate and trade finance, regional equity, futures and commodities trading, investment banking and corporate advisory services, as well as direct and private equity investment. Mr. Ong does not have any other relationship with any directors, senior management or substantial or controlling shareholders of the Company. At the Latest Practicable Date, the personal interest of Mr. Ong represents the interest in 548,730 underlying Shares in respect of share options granted by the Company. Save as disclosed above, he does not have any interest in the Shares within the meaning of Part XV of the SFO. Mr. Ong has a service contract with the Company but it does not require the Company to give more than one year’s notice period or to make payments equivalent to more than one year’s emoluments to terminate his service. The term of Mr. Ong in office is generally for one year subject to retirement and re-election in annual general meetings of the Company in accordance with the Articles. He is entitled to a director’s fee of HK$220,000 for the year of 2009 with reference to the remuneration policy of the Company and having given consideration to the level of responsibility, experience and abilities required of Mr. Ong and the remuneration offered for similar position in comparable companies. Save as disclosed above, Mr. Ong has not held any directorship in other listed public companies during the last three years.

Mr. Yang, Victor , aged 64, appointed as Independent Non-executive Director of the Company on 15 April 2008. Mr. Yang is the Chairman of the remuneration committee and a member of the audit committee of the Company. Mr. Yang was a founding partner of Boughton Peterson Yang Anderson, Solicitors, Hong Kong and he is also a qualified lawyer in Canada and the United Kingdom. Mr. Yang has over 36 years experience in legal practice primarily in the areas of corporate finance, commercial law, mergers, acquisitions and taxation. He is presently a governor of the Canadian Chamber of Commerce, an immediate past member of the Major Sports Events Committee of the Home Affairs Bureau, Hong Kong, a director of the Hong Kong Foundation for UBC Limited and was a board member of Canadian International School of Hong Kong Limited. Mr. Yang is also a non-executive director of Lei Shing Hong Limited, a company previously listed on the Stock Exchange and privatised in March 2008 and an independent non-executive director of China Agri-Industries Holdings Limited and Playmates Toys Limited, both of which are listed on the Stock Exchange. Mr. Yang resigned as an independent non-executive director of Media Chinese International Limited as of 1 October 2009 but was appointed the Company’s consultant on the same date. Mr. Yang was also an independent non-executive director of Pearl Oriental Innovation Limited, a company listed on the Stock Exchange and Eupa International Corporation, a company quoted on NASD (Over the Counter Bulletin Board). Lei Shing Hong Limited, China Agri-Industries Holdings Limited, Playmates Toys Limited, Media Chinese International Limited, Pearl Oriental Innovation Limited and Eupa International Corporation, are all third parties independent of the Company and connected persons of the Company. Mr. Yang does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yang does not have any interest in the Shares within the meaning of Part XV of the SFO. Mr. Yang

– 10 –

APPENDIX 1 DETAILS OF THE DIRECTORS TO BE RE-ELECTED

has a service contract with the Company but it does not require the Company to give more than one year’s notice period or to make payments equivalent to more than one year’s emoluments to terminate the service. The term of Mr. Yang in office is generally for one year subject to retirement and re-election in annual general meetings of the Company in accordance with the Articles. He is entitled to a director’s fee of HK$220,000 for the year of 2009 with reference to the remuneration policy of the Company and having given consideration to the level of responsibility, experience and abilities required of Mr. Yang and the remuneration offered for similar position in comparable companies. Save as disclosed above, Mr. Yang has not held any directorship in other listed public companies during the last three years.

In the opinion of the Directors, other than the aforesaid matters, there is no information which is discloseable nor any of the aforesaid directors of the Company proposed to be re-elected at the AGM is/was involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matters need to be brought to the attention of the Shareholders.

– 11 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX 2

This Appendix serves as an explanatory statement, as required by the Share Buyback Rules, to provide you with requisite information for your consideration of the Repurchase Mandate and also constitutes the Memorandum required under section 49BA of the Companies Ordinance.

SHARE BUYBACK RULES

The Share Buyback Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange or on any other stock exchange on which the shares of the companies may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose subject to certain restriction, the most important of which are summarised below:

• (a) The shares proposed to be purchased by the company are fully paid-up;

• (b) The company has previously sent to its shareholders an explanatory statement complying with the Share Buyback Rules;

• (c) The shareholders of the company have given a specific approval or a general mandate to the directors of the company to make such purchase, by way of an ordinary resolution which complies with the Share Buyback Rules and which has been passed at a general meeting of the company duly convened and held and the company has delivered a copy of such resolution, together with the necessary supporting documentation, to the Stock Exchange in accordance with the Share Buyback Rules.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,408,738,280 Shares, all of which are fully paid-up.

Subject to the passing of the Ordinary Resolution as referred to in item 6 of the notice of AGM and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 240,873,828 Shares which are fully paid-up.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from Shareholders to enable the Directors to repurchase the Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles and the Companies Ordinance.

– 12 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX 2

The Companies Ordinance provides that the amount of capital repaid in connection with a share repurchase may only be paid from the distributable profits of the company or from the proceeds of a new issue of shares made for the purpose. The Companies Ordinance further provides that the amount of premium payable on repurchase may only be paid out of distributable profits of the company. Where the repurchased shares were issued at a premium, any premium payable on repurchase may be paid out of the proceeds of a fresh issue of shares made for the purpose of the share repurchase up to certain limits specified by the Companies Ordinance.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company. On the basis of the consolidated financial position of the Company as at 31 December 2009, being the date to which the latest published audited accounts of the Company were made up, the Directors consider that if the Repurchase Mandate were to be exercised in full at the currently prevailing market value, it could have a material adverse impact on the working capital position and gearing position of the Company. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

None of the Shares have been repurchased in the previous six months. The following table shows the highest and lowest prices at which the Shares have traded on the Stock Exchange during the previous twelve months:

		Shares
	Highest	Lowest
Month	Traded Price	Traded Price
	HK$	HK$
2009
April	0.660	0.440
May	0.900	0.500
June	1.160	0.810
July	1.280	0.810
August	1.730	1.200
September	1.600	1.310
October	1.660	1.260
November	1.610	1.210
December	1.330	1.010
2010
January	1.530	1.170
February	1.320	1.200
March	1.470	1.250
April*	1.690	1.390

* Up to 15 April 2010, being the Latest Practicable Date prior to the printing of this Repurchase Mandate for ascertaining certain information contained herein.

– 13 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX 2

GENERAL

No Directors, nor any of their associates, to the best of their knowledge and having made all reasonable enquiries, has any present intention, in the event that the proposal is approved by the Shareholders, to sell Shares to the Company or its subsidiaries.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

No connected person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make purchases of the Shares.

If, as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase would be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or group of shareholders acting in concert, depending on the level of increase of the shareholders’ interest, could obtain or consolidate control of the Company, shall become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the substantial shareholder of the Company, PIL and its concerting parties held approximately 40.84% of the issued share capital. In the event that the Repurchase Mandate is exercised in full, the shareholding in the Company held by PIL and its concerting parties may be increased to approximately 45.37% of the issued share capital. The Directors believe that such an increase would give rise to an obligation of PIL to make a mandatory offer under the Takeovers Code. The Directors have no intention to repurchase Shares to such an extent which will result in PIL to make a mandatory offer under the Takeovers Code.

The Directors will exercise the powers conferred by the Repurchase Mandate to repurchase Shares in circumstances which they deem appropriate for the benefits of the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

– 14 –

APPENDIX 3

NOTICE OF AGM

==> picture [424 x 105] intentionally omitted <==

NOTICE IS HEREBY GIVEN that the annual general meeting of Singamas Container Holdings Limited (the “Company”) will be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 26 May 2010 at 10:30 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and of the auditor of the Company for the year ended 31 December 2009.

2. To re-elect the following retiring directors as directors of the Company:

3. (a) Mr. Chang Yun Chung (also known as Mr. Teo Woon Tiong) as executive director;

4. (b) Mr. Hsueh Chao En as executive director;

5. (c) Mr. Teo Tiou Seng as executive director;

6. (d) Mr. Jin Xu Chu as non-executive director;

7. (e) Mr. Kuan Kim Kin as non-executive director;

8. (f) Mr. Lau Ho Man as independent non-executive director;

9. (g) Mr. Ong Ka Thai as independent non-executive director; and

10. (h) Mr. Yang, Victor as independent non-executive director.

11. To authorise the board of directors of the Company to fix the directors’ remuneration.

12. To re-appoint auditors of the Company for the ensuing year and to authorise the board of directors of the Company to fix their remuneration.

13. As special business, to consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution of the Company:

“ THAT:

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with shares in the shares capital of the Company (“Shares”) and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

– 15 –

APPENDIX 3

NOTICE OF AGM

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below), (ii) an issue of Shares under any share option scheme adopted by the Company or (iii) a dividend of the Company satisfied by the issue of Shares in accordance with the Articles of Association of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any law applicable to be held; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the members in general meeting of the Company.

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to the holders of Shares and on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

1. As special business, to consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution of the Company:

“ THAT:

• (a) subject to paragraph (b) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase its issued shares of HK$0.10 each in the share capital of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

– 16 –

APPENDIX 3

NOTICE OF AGM

• (b) the aggregate nominal amount of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Directors pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the said approval be limited accordingly; and

• (c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any law applicable to be held; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the members in general meeting of the Company.”

• As special business, to consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution of the Company:

“ THAT:

conditional on the passing of resolutions numbered 5 and 6 as set out in the notice of the meeting of which this resolution forms part, the aggregate nominal amount of shares in the share capital of the Company repurchased by the directors of the Company (“Directors”) under the authority granted to the Directors mentioned in such resolution numbered 6 shall be added to the aggregate nominal amount of share capital of the Company (“Shares”) that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution numbered 5 above, provided that the amount of Shares repurchased by the Directors shall not exceed 10% of the total nominal amount of Shares of the Company on the date of this resolution.”

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

Hong Kong, 21 April 2010

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

– 17 –

APPENDIX 3

NOTICE OF AGM

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 proxy form 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 proxy form, 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. With respect to the proposed resolution numbered 2 above, the re-election of the retiring directors will be individually and separately voted on by members.

4. With respect to the proposed resolution numbered 3 above, the directors’ remuneration will be determined by the remuneration committee of the Company as a matter of good corporate governance practice.

5. With respect to the proposed resolution numbered 5 above, the directors of the Company wish to state that they have no immediate plans to issue any new shares under the general mandate to issue shares.

– 18 –