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Risecomm Group Holdings Limited Proxy Solicitation & Information Statement 2011

Mar 31, 2011

50085_rns_2011-03-31_2eb12601-ed7d-49f1-9657-5d4615732a52.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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������������������� SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Code: 716

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary 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 Monday, 30 May 2011 at 11:00 a.m. (or as soon as after the annual general meeting of the Company convened to be held at the same place and 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 1 April 2011 (the “Circular”)) contemplated therein the Master Purchase Contract 2012 (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 three financial years ending 31 December 2014 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 Contract 2012 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.”

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

Hong Kong, 1 April 2011

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

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, Wanchai, 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 Wednesday, 25 May 2011 to Monday, 30 May 2011, 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 Share registrars, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:30 p.m. on Tuesday, 24 May 2011.

The directors of the Company as at the date of this announcement are Mr. Chang Yun Chung (also known as Mr. Teo Woon Tiong), Mr. Teo Siong Seng, Mr. Hsueh Chao En and Mr. Teo Tiou Seng as executive directors, Mr. Jin Xu Chu and Mr. Kuan Kim Kin as non-executive directors and Mr. Lau Ho Kit, Ivan, Mr. Lau Ho Man, Mr. Ong Ka Thai and Mr. Yang, Victor as independent non-executive directors.

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