Risecomm Group Holdings Limited — Proxy Solicitation & Information Statement 2011

Mar 31, 2011

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.

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.

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勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Code: 716

CONTINUING CONNECTED TRANSACTIONS

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

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 Access Capital, 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 15 of this circular.

A notice convening the extraordinary general meeting to 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) is set out on pages 27 to 28 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, Wanchai, 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.

1 April 2011

CONTENTS

	Page
Definitions.....................................................................................................................................................	1
Letter from the Board.................................................................................................................................	4
Introduction ........................................................................................................................................	4
Conditional Master Purchase Contract 2012 ....................................................................................	5
Reasons for and Benefits of Entering into the Master Purchase Contract 2012 ............................	6
Continuing Connected Transactions .................................................................................................	7
Listing Rules Implications.................................................................................................................	7
Extraordinary General Meeting.........................................................................................................	7
Recommendation................................................................................................................................	8
Letter from the Independent Board Committee.....................................................................................	9
Letter from Access Capital ........................................................................................................................	10
Appendix — General Information.....................................................................................................	16
Notice of EGM .............................................................................................................................................	27

– i –

DEFINITIONS

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

“Access Capital”

Access Capital Limited, a corporation licensed under the SFO for carrying out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Transactions

“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 “Caps” the maximum aggregate sales value in respect of the Transactions for the three financial years ending 31 December 2012, 2013 and 2014 in this circular

“Company” Singamas Container Holdings Limited, the shares of which are listed and traded on the Stock Exchange “Companies Ordinance” the 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 transactions” has the same meaning as given to it in the Listing Rules “Director(s)” the director(s) of the Company

“EGM” an extraordinary general meeting of the Company to be held on 30 May 2011, notice of which is set out on pages 27 to 28 of this circular, including any adjournment thereof for the Independent Shareholders to consider, and if thought fit, to pass the resolution in respect of the Transactions

“Equipment” including but not limited to dry freight containers, collapsible flatrack containers, open top containers, bitutainers, refrigerated containers, US domestic containers, tank containers, other specialised containers and other relevant products

“Group” the Company together with its subsidiaries “HK$” Hong Kong dollars, the lawful currency of the Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the PRC “HPCL” Hui Zhou Pacific Container Co., Ltd., a company incorporated in the PRC and is a 91% owned-subsidiary of the Company

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DEFINITIONS

• “Independent Board Committee” the independent board committee of the Company comprising Messrs. Lau Ho Kit, Ivan, Lau Ho Man and Yang, Victor, 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” 29 March 2011, 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 Contract 2009” the master purchase contract dated 11 April 2008, which was approved by the Independent Shareholders on 6 June 2008, was entered into between SMSL and PIL to take effect from 1 January 2009 and will be ending on 31 December 2011

• “Master Purchase Contract 2012” the conditional master purchase contract dated 15 March 2011 subject to the approval of the Independent Shareholders at the EGM and entered into between the Seller and PIL to take effect from 1 January 2012 and will be ending on 31 December 2014

• “NPCL” Ningbo Pacific Container Co., Ltd., a company incorporated in the PRC and is a wholly-owned subsidiary of the Company

• “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, 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

• “QPCL” Qingdao Pacific Container Co., Ltd., a company incorporated in the PRC and is a wholly-owned subsidiary of the Company

• “QSCL” Qidong Singamas Energy Equipment Co., Ltd., a company incorporated in the PRC and is a wholly-owned subsidiary of the Company

• “RMB” Renminbi, the lawful currency of the PRC

• “SBPC” Shanghai Baoshan Pacific Container Co., Ltd., a company incorporated in the PRC and is a 74% owned-subsidiary of the Company

• “SCIC” Singamas Containers Industry Co., Ltd., a company incorporated in the PRC and is a 75% owned-subsidiary of the Company

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DEFINITIONS

“Seller”	each of HPCL, NPCL, QPCL, SBPC, SCIC, SPIC, SRCC, SSPC, SSTC,
	TPCC, XPCL, QSCL and SMSL
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong)
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the Company
“Shareholders”	shareholders of the Company
“SMSL”	Singamas Management Services Limited, a company incorporated in the
	British Virgin Islands and is a wholly-owned subsidiary of the Company
“SPIC”	Shanghai Pacific International Container Co., Ltd., a company
	incorporated in the PRC and is a 60% owned-subsidiary of the Company
“SRCC”	Shanghai Reeferco Container Co., Ltd., a company incorporated in the
	PRC and is a 90.91% owned-subsidiary of the Company
“SSPC”	Guangdong Shun An Da Pacific Container Co., Ltd., a company
	incorporated in the PRC and is a wholly-owned subsidiary of the Company
“SSTC”	Foshan Shunde Singamas Tank Container Co., Ltd., a company
	incorporated in the PRC and is a wholly-owned subsidiary of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“TPCC”	Tianjin Pacific Container Co., Ltd., a company incorporated in the PRC
	and is a 97% owned-subsidiary of the Company
“Transactions”	the continuing connected transactions between the Seller and PIL Group
	to be occurred on a recurring basis and all the transactions contemplated
	thereunder the Master Purchase Contract 2012
“US$”	United States dollars, the lawful currency of United States of America
“XPCL”	Xiamen Pacific Container Manufacturing Co., Ltd., a company
	incorporated in the PRC and is a 41.69% owned-associated company of
	the Company
“%”	per cent.

For the purposes of illustration only and unless otherwise specified, conversion of US$ into HK$ is based on the exchange rate of US$1.00 = HK$7.80 and conversion of RMB into HK$ is based on the exchange rate of HK$1.00 = RMB0.8448. Such conversion should not be construed as a representation that the amounts in question have been, could have been or could be converted at that particular rate or at all.

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LETTER FROM THE BOARD

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勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Code: 716

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. Teo Tiou Seng

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

Non-executive Directors: Mr. Jin Xu Chu Mr. Kuan Kim Kin

Independent Non-executive Directors: Mr. Lau Ho Kit, Ivan Mr. Lau Ho Man Mr. Ong Ka Thai Mr. Yang, Victor

1 April 2011

To the Shareholders

Dear Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

The Board announced on 15 March 2011 that the Seller, being subsidiaries or associated companies of the Company, entered into the Master Purchase Contract 2012 with PIL on 15 March 2011. Subject to the approval of the Independent Shareholders, the Master Purchase Contract 2012, which is for the sales of Equipment by the Seller to PIL Group, shall commence on 1 January 2012 and expire on 31 December 2014. This contract will replace the Master Purchase Contract 2009.

At the Latest Practicable Date, PIL is the controlling and substantial Shareholder as defined under the Listing Rules, thus, PIL is a connected person of the Company and the entering into the Master Purchase Contract 2012 will constitute a continuing connected transaction.

The Master Purchase Contract 2012 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 Transactions are subject to the approval of the Independent Shareholders at the EGM.

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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 27 to 28 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 Access Capital to the Independent Board Committee and Independent Shareholders containing its advice in relation to the terms of the Master Purchase Contract 2012 and the Caps is set out on pages 10 to 15 of this circular.

The Transactions under the Master Purchase Contract 2012 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 CONTRACT 2012

The salient terms and conditions of the Master Purchase Contract 2012 are described below.

Date:

15 March 2011

Parties:

The Seller: (a) SSTC (b) SSPC (c) HPCL (d) NPCL (e) QPCL (f) SBPC (g) SPIC (h) SRCC (i) SCIC (j) TPCC (k) XPCL (l) QSCL (m) SMSL

The Buyer: PIL

Scope/Consideration

Pursuant to the Master Purchase Contract 2012, the Seller will enter into the Transactions with PIL Group for the sales of Equipment by the Seller to PIL Group. The Equipment will be sold to PIL Group at prices to be determined at arm’s length negotiations between the Seller 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.

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LETTER FROM THE BOARD

Term

The Master Purchase Contract 2012 will be in force for a period commencing on 1 January 2012 and expiring on 31 December 2014. During the effective period of the Master Purchase Contract 2012, either the Seller or the Buyer may terminate the Master Purchase Contract 2012 by giving a 30 days’ written notice to the other party. In the event that neither party early terminates the Master Purchase Contract 2012, the Company will comply with the relevant requirements of the Listing Rules upon expiry of the term on 31 December 2014.

Caps

The proposed annual Cap of the Transactions during the three financial years ending 31 December 2012, 2013 and 2014 would not exceed US$100 million (equivalent to approximately HK$780 million) for each of these three financial years.

The historical sales of Equipment made by the Group to PIL Group for the two financial years ended 31 December 2009 and 2010 were approximately US$1,026,000 (equivalent to approximately HK$8,002,800) and US$4,846,440 (equivalent to approximately HK$37,802,232), respectively. Low sales value to PIL Group for both 2009 and 2010 was mainly due to the fact that demand for containers was severely affected by the financial crisis that took place between mid-2008 to end of 2009. Like other shipping customers, PIL made very few direct purchases from the Company in 2009 to 2010 and instead, PIL fulfilled most of its requirements of Equipment through container leasing or financing companies.

In view of the exceptional setback in global trade in 2009 and 2010, it may not be appropriate to take the actual sales value of the Transactions for two financial years ended 31 December 2009 and 2010 as a reference for determining the Caps that have been estimated based on annual Equipment requirements of the PIL Group during the three financial years up to 2014, in which period the market sentiment may be very much different from that of the last two years. As the global economy has been gradually reviving, global trade continues to improve throughout 2010 accompanied by a significant rise in the PRC exports. With this trend well underway and the shortage of containers happened in 2010 is expected to continue into 2012, demand for new containers is expected to rise further and remain high.

The Caps are determined after taking into account (i) the Seller will be PIL Group’s sole supplier of Equipment; (ii) estimated annual Equipment requirements of PIL Group during the enforcement period of the Master Purchase Contract 2012 as extracted from PIL’s planned Equipment purchases from the Group for the next three years; and (iii) the prevailing market prices of Equipment. The Directors (including the independent non-executive Directors) are of the view that the Caps are fair and reasonable.

REASONS FOR AND BENEFITS OF ENTERING INTO THE MASTER PURCHASE CONTRACT 2012

The principal activities of the Group are engaged in the businesses of container manufacturing and provision of logistics services. On the other hand, PIL is an operator of container liner services and other logistics related services.

The Master Purchase Contract 2012 will provide the Group with additional and steady source of revenue. The Directors (including the independent non-executive Directors) consider that it is in the interests of the Company and the Shareholders for the Seller to enter into the Master Purchase Contract 2012, 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 Contract 2012 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 and are concerned.

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LETTER FROM THE BOARD

CONTINUING CONNECTED TRANSACTIONS

PIL, a company in which Messrs. Chang Yun Chung, Teo Siong Seng and Teo Tiou Seng are directors and shareholders have beneficial interests, is the controlling and substantial Shareholder, as defined under the Listing Rules. Accordingly, Messrs. Chang Yun Chung, Teo Siong Seng and Teo Tiou Seng were abstained from voting in the Board resolutions approving the Master Purchase Contract 2012. Save as disclosed above, none of the Directors has a material interest in the Transactions.

By virtue of the shareholdings of Messrs. Chang Yun Chung, Teo Siong Seng and Teo Tiou Seng held in PIL, PIL is a connected person of the Company under the Listing Rules. The Master Purchase Contract 2012 involves Transactions, which will occur on a recurring basis over a period of time; accordingly, the Transactions constitute continuing connected transactions of the Company under the Listing Rules and are normally subject to the requirements of reporting, announcement, annual review and approval by the Independent Shareholders as set out in Chapter 14A of the Listing Rules.

The proposed Cap of the Transactions, on annual basis, for each of the three financial years ending 31 December 2014 would exceed HK$10,000,000 threshold under Rule 14A.34 of the Listing Rules. Accordingly, pursuant to Rule 14A.35, the Transactions are subject to the reporting, announcement requirements set out in Rules 14A.45 to 14A.47, the annual review requirement set out in Rules 14A.37 to 14A.40 and the independent shareholders’ approval requirement set out in Rule 14A.48 of the Listing Rules.

The Master Purchase Contract 2012 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 proposed Cap of the Transactions, on annual basis, under the Master Purchase Contract 2012, are expected to exceed HK$10,000,000 threshold under Rule 14A.34 of the Listing Rules. Accordingly, the Transactions under the Master Purchase Contract 2012 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 Transactions at the EGM. As at the Latest Practicable Date, PIL and its associates representing approximately 39.26% shareholding of the Company will abstain from voting at the EGM. The Independent Board Committee has been set up to advise the Independent Shareholders in connection with the Transactions. The independent financial adviser, Access Capital has been appointed for the purpose of providing independent advice to 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 Contract 2012 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.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to 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 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 27 to 28 of this circular.

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LETTER FROM THE BOARD

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, Wanchai, 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 Contract 2012 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, they recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.

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 Access Capital which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Master Purchase Contract 2012 together with the Caps. The letter from Access Capital is set out on pages 10 to 15 of this circular.

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

By order of the Board Chang Yun Chung Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Code: 716

1 April 2011

To the Independent Shareholders

Dear Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular dated 1 April 2011 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 Contract 2012 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 Access Capital, 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 Contract 2012 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 Contract 2012 and the Transactions contemplated thereunder and the Caps as set out in the notice of the EGM to be held on 30 May 2011.

Yours faithfully,

For and on behalf of Independent Board Committee of Singamas Container Holdings Limited

Lau Ho Kit, Ivan

Independent Non-executive Director

Lau Ho Man Independent Non-executive Director

Yang, Victor Independent Non-executive Director

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LETTER FROM ACCESS CAPITAL

The following is the text of the letter of advice from Access Capital Limited to the Independent Board Committee and the Independent Shareholders in relation to the Master Purchase Contract 2012 and the proposed caps of the underlying transactions prepared for the purpose of incorporation in this circular.

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Suite 606, 6th Floor Bank of America Tower 12 Harcourt Road Central Hong Kong

1 April 2011

• To: The Independent Board Committee and the Independent Shareholders of Singamas Container Holdings Limited

Dear Sirs/Madams,

CONTINUING CONNECTED TRANSACTIONS

I. INTRODUCTION

We refer to our appointment as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders with regard to the continuing connected transactions in relation to the Master Purchase Contract 2012. Details of the continuing connected transactions and the proposed caps for the three financial years ending 31 December 2014 are contained in the “Letter from the Board” of the circular to the Shareholders dated 1 April 2011 (the “Circular”), of which this letter forms part. Unless otherwise stated, terms defined in the Circular have the same meanings in this letter.

On 15 March 2011, the Seller (being certain subsidiaries and associated companies of the Company) entered into the Master Purchase Contract 2012 with PIL for the sales of Equipment by the Seller to the PIL Group during the period from 1 January 2012 to 31 December 2014. As PIL is the controlling and substantial shareholder of the Company (as defined under the Listing Rules), PIL is a connected person of the Company and the transactions to be contemplated under the Master Purchase Contract 2012 constitute continuing connected transactions of the Company under the Listing Rules. Given that the proposed Cap of the Transactions, on annual basis, for the three financial years ending 31 December 2014 would exceed the threshold of HK$10,000,000 as set out in Rule 14A.34 of the Listing Rules, the Transactions constitute non-exempt continuing connected transactions of the Company under Chapter 14A of the Listing Rules and are subject to, among others, the approval of the Independent Shareholders at a general meeting of the Company.

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LETTER FROM ACCESS CAPITAL

The Independent Board Committee comprising Messrs. Lau Ho Kit, Ivan, Lau Ho Man and Yang, Victor, all being independent non-executive Directors, has been established to consider the terms of the Master Purchase Contract 2012 and the Caps for the three years ending 31 December 2014. As the independent financial adviser to the Independent Board Committee and the Independent Shareholders, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders as to (i) whether or not the Master Purchase Contract 2012 and the transactions to be contemplated thereunder are in the interests of the Company and Shareholders as a whole; (ii) whether or not the terms of the Master Purchase Contract 2012 are fair and reasonable; and (iii) whether the Independent Shareholders should vote in favour of the resolutions to approve the Master Purchase Contract 2012, the transactions to be contemplated thereunder and the Caps at the EGM.

II. BASIS AND ASSUMPTIONS OF THE ADVICE

In formulating our advice, we have relied solely on the statements, information, opinions and representations for matters relating to the Group contained in the Circular and the information and representations provided to us by the Group and/or its senior management staff and/or the Directors. We have assumed that all such statements, information, opinions and representations for matters relating to the Group contained or referred to in the Circular or otherwise provided or made or given by the Group and/or its senior management staff and/ or the Directors and for which it is/they are solely responsible were true and accurate and valid at the time they were made and given and continue to be true and valid as at the date of the Circular. We have assumed that all the opinions and representations for matters relating to the Group made or provided by the Directors and/or the senior management staff of the Group contained in the Circular have been reasonably made after due and careful enquiry. We have also sought and obtained confirmation from the Group and/or its senior management staff and/or the Directors that no material facts have been omitted from the information provided and referred to in the Circular.

We consider that we have reviewed all currently available information and documents to enable us to reach an informed view and to justify our reliance on the information provided so as to form a reasonable basis for our opinions. We have no reason to doubt the truth, accuracy and completeness of the statements, information, opinions and representations provided to us by the Group and/or its senior management staff and/or the Directors and their respective advisers or to believe that material information has been withheld or omitted from the information provided to us or referred to in the aforesaid documents. We have not, however, carried out any independent verification of the information provided, nor have we conducted any independent investigation into the business and affairs of the Group, the PIL Group or any of their respective subsidiaries or associated companies.

III. PRINCIPAL FACTORS CONSIDERED

In formulating our recommendation, we have taken into consideration the following principal factors and reasons:

1. Background information and reason for the Transactions

Information on the Group

The Company is an investment holding company incorporated in Hong Kong and the activities of the Group include manufacturing dry freight containers, collapsible flatrack containers, open top containers, bitutainers, refrigerated containers, U.S. domestic containers, tank containers, other specialised containers and container parts; provision of logistics services, including operating container depots, container terminals, mid-stream and container logistics.

– 11 –

LETTER FROM ACCESS CAPITAL

As noted from the Company’s annual report for the year ended 31 December 2009, the Group’s operations can be categorised into two segments, namely, (i) manufacturing - manufacturing of marine dry freight containers, refrigerated containers, collapsible flatrack containers, tank containers, other specialised containers, container parts and container chassis; and (ii) logistics services - provision of container storage, repair and trucking services, serving as a freight station, container/cargo handling, mid-stream services and other container related services. Based on the Company’s latest annual report for the financial year ended 31 December 2009 and 2010, the amounts of revenue generated from container manufacturing for the three financial years ended 31 December 2008, 2009 and 2010 were approximately US$1,347.2 million, US$237.4 million and US$1,336.2 million respectively, representing approximately 97%, 86% and 97% of the Group’s total revenue over the respective years. As advised by the Company, for the financial year 2010, the Group’s maximum annual production capacity was about 750,000 twentyfoot equivalent units (“TEUs”) and the total actual production output accounted for approximately 85% of such maximum annual production capacity.

Information on PIL

Based on the information available in the website of PIL, it is one of the largest ship owners in Asia and it is ranked the 19th amongst the top containership operators in the world. PIL has also diversified into logistics related activities such as supply chain management, consolidation/distribution facilities, warehousing, container depot operations, trucking as well as having interest in ship-agencies worldwide, container manufacturing, marine engineering and real estate. As of February 2011, PIL owns and operates a fleet of 135 vessels with a total TEU capacity of about 255,009 TEUs. PIL also owns and operates a fleet of more than 401,489 TEUs of marine containers. PIL operates container liner services covering the whole of the Far East to Europe, Black Sea, Canada, the Indian sub-continent, Red Sea/Gulf, East Africa, South/West Africa, Australia, New Zealand, East Coast of South America and West Coast of USA.

Reasons for the Master Purchase Contract 2012

As set out in the Letter from the Board, the Master Purchase Contract 2012 will provide the Group with additional and steady source of revenue. The executive Directors consider that it is in the interests of the Company and the Shareholders for the Seller to enter into the Master Purchase Contract 2012, which will enable the Group to generate steady revenue from the annual sales of Equipment.

The Master Purchase Contract 2009 was entered into between a wholly-owned subsidiary of the Company and PIL on 11 April 2008 which, together with continuing connected transaction contemplated thereunder and the respective caps, were approved by the then independent shareholders of the Company at the extraordinary general meeting of the Company held on 6 June 2008. The Master Purchase Contract 2009 will expire following the financial year ending 31 December 2011 and it is anticipated that the Group will continue to sell the Equipment to the PIL Group. Accordingly, for the purposes of governing the Transactions following the financial year ending 31 December 2011 and ensuring compliance with Chapter 14A of the Listing Rules, the Seller entered into the Master Purchase Contract 2012 with PIL which will be subject to reporting, announcement, annual review and independent shareholders’ approval requirements under Rule 14A.35 of the Listing Rules.

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LETTER FROM ACCESS CAPITAL

As noted in above, the container manufacturing business represents the most significant principal business of the Group and contributed historically over 90% (except for 2009) to the total revenue of the Group. Given that the sales of Equipment (i.e. dry freight containers, collapsible flatrack containers, open top containers, bitutainers, refrigerated containers, US domestic containers, tank containers, other specialised containers and other relevant products) are in the ordinary and usual course of business of the Group, we, having further considered the business background of PIL, concur with the Directors’ view that it is reasonable and logical to continue the arrangements under the Master Purchase Contract 2012 so as to capture certain sales orders and generate steady revenue from the sales of Equipment to the PIL Group.

2. Principal terms of the Master Purchase Contract 2012

Pursuant to the Master Purchase Contract 2012, the Seller will enter into the Transactions with the PIL Group for the sales of Equipment by the Seller to the PIL Group. The Equipment will be sold to the PIL Group at prices to be determined at arm’s length negotiations between the Seller and the PIL Group with reference to the 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 settled on a deferred basis according to normal credit terms within 60 days. The Master Purchase Contract 2012 will be in force for a period commencing on 1 January 2012 and expiring on 31 December 2014. During the effective period of the Master Purchase Contract 2012, either the Seller or PIL may terminate the Master Purchase Contract 2012 by giving a 30 days’ written notice to the other party.

On the basis that (i) the Master Purchase Contract 2012 is essentially a renewal of the Master Purchase Contract 2009 with similar terms; (ii) the Transactions will be conducted in the ordinary and usual course of business of the Group; and (iii) the purchase price will be determined at arm’s length negotiations between the Seller and the PIL Group with reference to the prevailing market prices and conditions and on terms no less favourable to the Group than terms available to or from independent third party customers, we are of the view that the Master Purchase Contract 2012 is in the interests of the Company and the Shareholders as a whole and its terms are fair and reasonable.

3. Rationale for determining the Caps

Pursuant to Rule 14A.35(2) of the Listing Rules, the proposed sales of Equipment by the Seller to the PIL Group under the Master Purchase Contract 2012 are required to be subject to an annual cap for each financial year of the Company up to 31 December 2014. In this connection, the Company proposes that the Caps, being the estimated sales value in respect of the Transactions during the three financial years ending 31 December 2012, 2013 and 2014, would not exceed US$100 million (equivalent to approximately HK$780 million) for each of these three financial years. Such Caps are determined after taking into account (i) the Seller will be the PIL Group’s sole supplier of Equipment; (ii) the estimated annual Equipment requirements of the PIL Group during the three financial years; and (iii) the prevailing market prices of Equipment. The executive Directors are of the view that the Caps are fair and reasonable.

As set out in the Letter from the Board, the historical sales of Equipment made by the Group to the PIL Group for each of the two financial years ended 31 December 2009 and 2010 were approximately US$1,026,000 (equivalent to approximately HK$8,002,800) and US$4,846,440 (equivalent to approximately HK$37,802,232), respectively. We note that the Caps, i.e. US$100 million, are significantly above the actual value of the similar transactions conducted between the relevant parties during the last two financial years. As such, we have discussed with the management of the Company and understand

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LETTER FROM ACCESS CAPITAL

that such low transaction value for both 2009 and 2010 was mainly due to the fact that demand for containers was severely hit by the unexpected global slowdown in trade that began in the second half of 2008 when the US economy, traditionally a major driver for the global export trade, had turned into recession. Like other shipping customers, PIL made very few direct purchases of new containers from the Company in 2009 to 2010 and instead, PIL acquired most of its containers via container leasing/ financing companies. As set out in the Company’s annual report for 2009, the Group’s container manufacturing operation was scaled back due to the sudden slowdown, and as a result its consolidated revenue fell by around 80.2% from the previous financial year.

In view of the exceptional setback in global trade in 2009 and 2010, we consider that it may not be appropriate to take the actual sales value of the Transactions for two financial years ended 31 December 2009 and 2010 as a reference for determining the Caps that have been estimated based on annual Equipment requirements of the PIL Group during the three financial years up to 2014, in which period the market sentiment may be very much different from that of the last two years. As discussed with the management of the Company, we understand that there was a sign of recovery in global trade as demand for containers picked up significantly in the second half of 2010. As the global economy has been gradually reviving, global trade continues to improve throughout 2010 accompanied by a significant rise in the PRC exports. With this trend well underway, demand for new containers is expected to rise further and remain high throughout 2011, and the shortage of containers happened in 2010 is expected to continue into 2012.

As mentioned above, the Company has been the PIL Group’s sole supplier of Equipment. Given that PIL has postponed the replacement of its old containers due to the economic downturn since mid2008, the Directors believe that PIL will be in great need of containers in order to meet the rising volume of trade traffic. We understand from the management of the Company that the Company has discussed with PIL in respect of the estimated annual requirement on Equipment by the PIL Group in each of 2012, 2013 and 2014. In particular, such estimated annual requirement has been determined largely based on the purchase budget of the PIL Group for the relevant financial years, which in turn based on its planned requirements, business growth, new vessel deliveries, expansion on existing trade lanes and other business conditions. We have also reviewed the Equipment purchase plan of the PIL Group and are of the view that the estimation has been prepared on a fair and reasonable basis.

In summary, based on (i) our discussion with the management of the Company about the basis for the determination of the Caps; (ii) the result of our review; (iii) the continuing upward trend of global trade with increasing demand for container replacements in the near future; (iv) the proposed transactions to be contemplated under the Master Purchase Contract 2012 will continue to be conducted in the ordinary and usual course of business of the Company and on terms no less favourable to the Group than terms available to or from independent third party customers; and (v) it is generally in the interest of the Company to maximise the value of the Transactions so as to increase the Company’s revenue, we are of the view that the Caps have been arrived at on a fair and reasonable basis.

4. Conditions of the Caps

There are certain conditions of the annual cap pursuant to the Listing Rules, in particular, the restriction of the value of the Transactions by way of the annual cap for each of the three financial years ending 31 December 2014 (i.e. the Caps) and the annual review by the independent non-executive Directors of the terms of the Transactions and the Caps not being exceeded, details of which must be included in the Company’s subsequent published annual reports and accounts. In addition, pursuant to the Listing Rules, each year the auditors of the Company must provide a letter to the Board confirming, among other things, that the Transactions are conducted in accordance with the Master Purchase Contract

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LETTER FROM ACCESS CAPITAL

2012 and that the Caps not being exceeded. In addition, pursuant to the Listing Rules, the Company shall publish an announcement if it knows or has reason to believe that the independent non-executive Directors and/or its auditors will not be able to confirm the terms of the Transactions or the Caps not being exceeded. We are of the view that there are appropriate measures in place to govern the conduct of the Transactions and safeguard the interests of the Independent Shareholders.

IV. RECOMMENDATION

In formulating our recommendation to the Independent Board Committee and the Independent Shareholders, we have considered the above principal factors and reasons, in particular, the following:

• (i) the background information on the Company and PIL and the reasons for the Transactions;

• (ii) the Transactions will be conducted in the ordinary and usual course of business of the Group and the Equipment will be sold to the PIL Group at prices to be determined at arm’s length negotiations between the Seller and the PIL Group with reference to the prevailing market prices and conditions and on terms no less favourable to the Group than terms available to or from independent third party customers;

• (iii) the Transactions will increase the sales of the Group, so it is in the interest of the Group to enter into such transactions;

• (iv) the value of, and the basis for determining, the Caps are fair and reasonable, details of which are set out in the section headed “Rationale for determining the Caps”; and

• (v) control procedures, including annual review by the independent non-executive Directors and confirmation from the auditors of the Company in respect of the terms of the Transactions, are in place to monitor the terms and conditions of the Transactions.

Based on the above, we are of the opinion that the entering into of the Master Purchase Contract 2012 is in the interests of the Company and the Shareholders as a whole, the transactions to be contemplated under the Master Purchase Contract 2012 are in the ordinary and usual course of business of the Company, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. We are also of the opinion that the terms of the Master Purchase Contract 2012, including the Caps, are in the interests of the Company and the Shareholders as a whole, on normal commercial terms and fair and reasonable. Accordingly, we would advise the Independent Board Committee and the Independent Shareholders that the Independent Shareholders should vote in favour of the ordinary resolution to approve the Master Purchase Contract 2012, the transactions to be contemplated thereunder and the Caps at the EGM.

Yours faithfully For and on behalf of Access Capital Limited

Jimmy Chung Principal Director

Ambrose Lam Principal Director

– 15 –

GENERAL INFORMATION

APPENDIX

1) RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2) SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$300,000,000 divided into 3,000,000,000 Shares of HK$0.10 each, of which 2,414,236,280 Shares were issued and fully paid up and such total amount paid up is HK$241,423,628.

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 at the Latest Practicable Date, the interests or short positions of the Directors in the Shares, underlying Shares or 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 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 Issuers (the “Model Code”) contained in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

(a) Ordinary Shares of HK$0.10 Each of the Company

		Number of Shares/	Number of Shares/
		Underlying Shares Held
		Personal	Corporate	Total	Percentage of
Name	Capacity	Interest	Interest	Interest	Issued Shares
Mr. Chang Yun Chung	Beneficial Owner	1,360,525	947,754,534	949,115,059	39.31
(Notes 1 & 2)
Mr. Teo Siong Seng_(Note 3)_	Beneficial Owner	49,996,250	–	49,996,250	2.07
Mr. Teo Tiou Seng_(Note 4)_	Beneficial Owner	668,730	–	668,730	0.03
Mr. Jin Xu Chu_(Note 5)_	Beneficial Owner	2,221,050	–	2,221,050	0.09
Mr. Kuan Kim Kin_(Note 6)_	Beneficial Owner	668,730	–	668,730	0.03
Mr. Ong Ka Thai_(Note 7)_	Beneficial Owner	668,730	–	668,730	0.03

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GENERAL INFORMATION

APPENDIX

Notes:

• (1) A total of 947,754,534 Shares are held by PIL in which Mr. Chang Yun Chung is interested, in aggregate, in 496,800,000 shares representing 89.61% of the issued share capital of PIL. Mr. Chang Yun Chung’s interest in shares of 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. Messrs. Teo Siong Seng and Teo Tiou Seng, Directors, both of their interests in shares of PIL comprise personal interests in 3,600,000 shares and 2,400,000 shares respectively and representing 0.65% and 0.43% of the issued share capital of PIL.

• (2) The personal interest of Mr. Chang Yun Chung represents the interest in 216,000 Shares and interest in 1,144,525 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.

• (3) The personal interest of Mr. Teo Siong Seng represents the interest in 38,029,000 Shares and interest in 11,967,250 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.

• (4) The personal interest of Mr. Teo Tiou Seng represents the interest in 104,000 Shares and interest in 564,730 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.

• (5) The personal interest of Mr. Jin Xu Chu represents the interest in 434,000 Shares and interest in 1,787,050 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.

• (6) The personal interest of Mr. Kuan Kim Kin represents the interest in 104,000 Shares and interest in 564,730 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.

• (7) The personal interest of Mr. Ong Ka Thai represents the interest in 52,000 Shares and interest in 616,730 underlying Shares in respect of the share options granted by the Company, the details of which are stated in the following section “Share Options”.

Other Directors do not hold any interests in the Company’s securities, except for their interests in the underlying Shares in respect of the share options granted by the Company, details of which are stated in the following section “Share Options”.

All the interests disclosed above represent long position in the Shares and underlying Shares.

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GENERAL INFORMATION

APPENDIX

(b) Share Options

Details of outstanding options for the underlying shares of the Company as at the Latest Practicable Date which have been granted under the share option scheme adopted by the Company on 1 June 2007 are as follows:

Number of Share Options

Name/Category of As at Participants 1 January 2010	Name/Category of As at Participants 1 January 2010	Granted	Exercised	Outstanding options as at the Latest Exercise Practicable Exercisable Price Lapsed Date Grant Date Period HK$ (Notes a, b & c)	Outstanding options as at the Latest Exercise Practicable Exercisable Price Lapsed Date Grant Date Period HK$ (Notes a, b & c)
Directors Chang Yun Chung Teo Siong Seng Hsueh Chao En	261,300 261,300 261,300 108,875 108,875 108,875 – – – 1,110,525 2,613,000 2,613,000 2,613,000 1,088,750 1,088,750 1,088,750 – – – 11,105,250 653,250 653,250 653,250 261,300 261,300 261,300 – – – 2,743,650	– – – – – – 83,333 83,333 83,334 250,000 – – – – – – 833,333 833,333 833,334 2,500,000 – – – – – – 200,000 200,000 200,000 600,000	– – – 108,000 108,000 – – – – 216,000 – – – 1,088,000 550,000 – – – – 1,638,000 – – – 260,000 260,000 – – – – 520,000	– – – – – – – – – – – – – – – – – – – – – – – – – – – – – –	261,300 28/6/2007 28/6/2008-27/6/2017 3.93 261,300 28/6/2007 28/6/2009-27/6/2017 3.93 261,300 28/6/2007 28/6/2010-27/6/2017 3.93 875 6/8/2008 6/8/2009-5/8/2018 1.48 875 6/8/2008 6/8/2010-5/8/2018 1.48 108,875 6/8/2008 6/8/2011-5/8/2018 1.48 83,333 1/7/2010 1/7/2011-30/6/2020 1.38 83,333 1/7/2010 1/7/2012-30/6/2020 1.38 83,334 1/7/2010 1/7/2013-30/6/2020 1.38 1,144,525 2,613,000 28/6/2007 28/6/2008-27/6/2017 3.93 2,613,000 28/6/2007 28/6/2009-27/6/2017 3.93 2,613,000 28/6/2007 28/6/2010-27/6/2017 3.93 750 6/8/2008 6/8/2009-5/8/2018 1.48 538,750 6/8/2008 6/8/2010-5/8/2018 1.48 1,088,750 6/8/2008 6/8/2011-5/8/2018 1.48 833,333 1/7/2010 1/7/2011-30/6/2020 1.38 833,333 1/7/2010 1/7/2012-30/6/2020 1.38 833,334 1/7/2010 1/7/2013-30/6/2020 1.38 11,967,250 653,250 28/6/2007 28/6/2008-27/6/2017 3.93 653,250 28/6/2007 28/6/2009-27/6/2017 3.93 653,250 28/6/2007 28/6/2010-27/6/2017 3.93 1,300 6/8/2008 6/8/2009-5/8/2018 1.48 1,300 6/8/2008 6/8/2010-5/8/2018 1.48 261,300 6/8/2008 6/8/2011-5/8/2018 1.48 200,000 1/7/2010 1/7/2011-30/6/2020 1.38 200,000 1/7/2010 1/7/2012-30/6/2020 1.38 200,000 1/7/2010 1/7/2013-30/6/2020 1.38 2,823,650

– 18 –

APPENDIX

GENERAL INFORMATION

Name/Category of Participants			Number of Share Options Outstanding options as at the Latest Exercise Practicable Exercisable Price Granted Exercised Lapsed Date Grant Date Period HK$ (Notes a, b & c)	Number of Share Options Outstanding options as at the Latest Exercise Practicable Exercisable Price Granted Exercised Lapsed Date Grant Date Period HK$ (Notes a, b & c)	Number of Share Options Outstanding options as at the Latest Exercise Practicable Exercisable Price Granted Exercised Lapsed Date Grant Date Period HK$ (Notes a, b & c)	Number of Share Options Outstanding options as at the Latest Exercise Practicable Exercisable Price Granted Exercised Lapsed Date Grant Date Period HK$ (Notes a, b & c)
	As at 1 January 2010		Granted	Exercised
Directors(Continued) Teo Tiou Seng Jin Xu Chu Kuan Kim Kin Lau Ho Man Ong Ka Thai		130,650 130,650 130,650 52,260 52,260 52,260 – – – 548,730 522,600 522,600 522,600 217,750 217,750 217,750 2,221,050 130,650 130,650 130,650 52,260 52,260 52,260 – – – 548,730 – – – – 130,650 130,650 130,650 52,260 52,260 52,260 – – – 548,730	– – – – – – 40,000 40,000 40,000 120,000 – – – – – – – – – – – – – 40,000 40,000 40,000 120,000 40,000 40,000 40,000 120,000 – – – – – – 40,000 40,000 40,000 120,000	– – – 52,000 52,000 – – – – 104,000 – – – 217,000 217,000 – 434,000 – – – 52,000 52,000 – – – – 104,000 – – – – – – – 52,000 – – – – – 52,000	– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –	130,650 28/6/2007 28/6/2008-27/6/2017 3.93 130,650 28/6/2007 28/6/2009-27/6/2017 3.93 130,650 28/6/2007 28/6/2010-27/6/2017 3.93 260 6/8/2008 6/8/2009-5/8/2018 1.48 260 6/8/2008 6/8/2010-5/8/2018 1.48 52,260 6/8/2008 6/8/2011-5/8/2018 1.48 40,000 1/7/2010 1/7/2011-30/6/2020 1.38 40,000 1/7/2010 1/7/2012-30/6/2020 1.38 40,000 1/7/2010 1/7/2013-30/6/2020 1.38 564,730 522,600 28/6/2007 28/6/2008-27/6/2017 3.93 522,600 28/6/2007 28/6/2009-27/6/2017 3.93 522,600 28/6/2007 28/6/2010-27/6/2017 3.93 750 6/8/2008 6/8/2009-5/8/2018 1.48 750 6/8/2008 6/8/2010-5/8/2018 1.48 217,750 6/8/2008 6/8/2011-5/8/2018 1.48 1,787,050 130,650 28/6/2007 28/6/2008-27/6/2017 3.93 130,650 28/6/2007 28/6/2009-27/6/2017 3.93 130,650 28/6/2007 28/6/2010-27/6/2017 3.93 260 6/8/2008 6/8/2009-5/8/2018 1.48 260 6/8/2008 6/8/2010-5/8/2018 1.48 52,260 6/8/2008 6/8/2011-5/8/2018 1.48 40,000 1/7/2010 1/7/2011-30/6/2020 1.38 40,000 1/7/2010 1/7/2012-30/6/2020 1.38 40,000 1/7/2010 1/7/2013-30/6/2020 1.38 564,730 40,000 1/7/2010 1/7/2011-30/6/2020 1.38 40,000 1/7/2010 1/7/2012-30/6/2020 1.38 40,000 1/7/2010 1/7/2013-30/6/2020 1.38 120,000 130,650 28/6/2007 28/6/2008-27/6/2017 3.93 130,650 28/6/2007 28/6/2009-27/6/2017 3.93 130,650 28/6/2007 28/6/2010-27/6/2017 3.93 260 6/8/2008 6/8/2009-5/8/2018 1.48 52,260 6/8/2008 6/8/2010-5/8/2018 1.48 52,260 6/8/2008 6/8/2011-5/8/2018 1.48 40,000 1/7/2010 1/7/2011-30/6/2020 1.38 40,000 1/7/2010 1/7/2012-30/6/2020 1.38 40,000 1/7/2010 1/7/2013-30/6/2020 1.38 616,730

– 19 –

APPENDIX

GENERAL INFORMATION

Name/Category of Participants			Number of Share Options Outstanding options as at the Latest Exercise Practicable Exercisable Price Granted Exercised Lapsed Date Grant Date Period HK$ (Notes a, b & c)	Number of Share Options Outstanding options as at the Latest Exercise Practicable Exercisable Price Granted Exercised Lapsed Date Grant Date Period HK$ (Notes a, b & c)	Number of Share Options Outstanding options as at the Latest Exercise Practicable Exercisable Price Granted Exercised Lapsed Date Grant Date Period HK$ (Notes a, b & c)	Number of Share Options Outstanding options as at the Latest Exercise Practicable Exercisable Price Granted Exercised Lapsed Date Grant Date Period HK$ (Notes a, b & c)
	As at 1 January 2010		Granted	Exercised
Directors(Continued) Yang, Victor Sub-total Employees(Note d) In aggregate Sub-total All other employees In aggregate Sub-total Total		– – – – 18,826,665 2,613,000 2,613,000 2,613,000 1,519,895 1,519,895 1,519,895 – – – 12,398,685 958,100 958,100 958,100 418,080 418,080 418,080 4,128,540 35,353,890	40,000 40,000 40,000 120,000 3,950,000 – – – – – – 1,073,333 1,073,333 1,073,334 3,220,000 – – – – – – – 7,170,000	– – – – 3,068,000 – – – 1,165,000 1,165,000 – – – – 2,330,000 – – – 50,000 50,000 – 100,000 5,498,000	– – – – – 43,550 43,550 43,550 69,680 69,680 69,680 13,333 13,333 13,334 379,690 – – – 52,260 52,260 52,260 156,780 536,470	40,000 1/7/2010 1/7/2011-30/6/2020 1.38 40,000 1/7/2010 1/7/2012-30/6/2020 1.38 40,000 1/7/2010 1/7/2013-30/6/2020 1.38 120,000 19,708,665 2,569,450 28/6/2007 28/6/2008-27/6/2017 3.93 2,569,450 28/6/2007 28/6/2009-27/6/2017 3.93 2,569,450 28/6/2007 28/6/2010-27/6/2017 3.93 285,215 6/8/2008 6/8/2009-5/8/2018 1.48 285,215 6/8/2008 6/8/2010-5/8/2018 1.48 1,450,215 6/8/2008 6/8/2011-5/8/2018 1.48 1,060,000 1/7/2010 1/7/2011-30/6/2020 1.38 1,060,000 1/7/2010 1/7/2012-30/6/2020 1.38 1,060,000 1/7/2010 1/7/2013-30/6/2020 1.38 12,908,995 958,100 28/6/2007 28/6/2008-27/6/2017 3.93 958,100 28/6/2007 28/6/2009-27/6/2017 3.93 958,100 28/6/2007 28/6/2010-27/6/2017 3.93 315,820 6/8/2008 6/8/2009-5/8/2018 1.48 315,820 6/8/2008 6/8/2010-5/8/2018 1.48 365,820 6/8/2008 6/8/2011-5/8/2018 1.48 3,871,760 36,489,420

– 20 –

GENERAL INFORMATION

APPENDIX

Notes:

• (a) The share options with the exercise price of HK$3.93 are vested and exercisable in three tranches on 28 June 2008, 2009 and 2010 respectively and up to 27 June 2017.

• (b) The share options with the exercise price of HK$1.48 are vested or to be vested and exercisable in three tranches on 6 August 2009, 2010 and 2011 respectively and up to 5 August 2018.

• (c) The share options with the exercise price of HK$1.38 are to be vested and exercisable in three tranches on 1 July 2011, 2012 and 2013 respectively and up to 30 June 2020.

• (d) Employees are working under employment contracts that are regarded as “continuous contracts” for the purposes of the Employment Ordinance.

Save as disclosed above, as at the Latest Practicable Date, none of Directors, nor their associates, had any other interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its 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 contained in the Listing Rules, to be notified to the Company or the Stock Exchange and none of 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 2010 (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 businesses 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 businesses of the Group.

Save as disclosed herein, none of the Directors, directly or indirectly, has had any interest in any assets which had been, since 31 December 2010 (being the date to which the latest published audited financial statements of the Company were made up) 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.

– 21 –

GENERAL INFORMATION

APPENDIX

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 chief executive of the Company, the following persons (other than the interests of certain Directors disclosed under the section headed “Disclosure of Directors’ Interests” above), had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

		Number of Ordinary Shares of	Number of Ordinary Shares of
		HK$0.10	Each
				Percentage of
		Direct	Indirect	Total Issued
Name	Notes	Interest	Interest	Shares
Madam Lee Kheng Wah	(1)	–	949,115,059 (L)#	39.31
PIL	(2)	947,754,534 (L)#	–	39.26
Y.C. Chang & Sons Private	(3)	–	947,754,534 (L)#	39.26
Limited
FIL Limited		168,096,000 (L)#	–	6.96
Prime Capital Management		122,194,000 (L)#	–	5.06
(Cayman) Limited
(L)# - Long Position

Notes:

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

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

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

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

– 22 –

APPENDIX

GENERAL INFORMATION

• (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:
			Percentage
		Interest in the	of total
Name of subsidiary	Name of substantial	share capital/	issued share
of the Company	shareholder	equity interest	capital
Eng Kong Container &	Mr. Li Hung	(Note)	13.33
Warehousing Limited
	Mr. Ng Kam Ming	(Note)	13.33
Eng Kong Container	Mr. Li Hung	(Note)	13.33
Services Limited
	Mr. Ng Kam Ming	(Note)	13.33
Foshan Shunde Leliu	Foshan Shunde	Registered	41
Wharf & Container	Chuangjian Investment	paid-up capital of
Co., Ltd.	Co., Ltd.	US$8,610,000
		(equivalent to
		approximately
		HK$67,158,000)
Qingdao Singamas Industrial	Hiking Group Co., Ltd.	Registered	50.5
Vehicle Co., Ltd.		paid-up capital of
		RMB10,100,000
		(equivalent to
		approximately
		HK$11,955,492)
Singamas Logistics (Qingdao)	SITC Logistics (HK) Limited	Registered	40
Co., Ltd.		paid-up capital of
		US$2,312,000
		(equivalent to
		approximately
		HK$18,033,600)

– 23 –

GENERAL INFORMATION

APPENDIX

			Percentage
		Interest in the	of total
Name of subsidiary	Name of substantial	share capital/	issued share
of the Company	shareholder	equity interest	capital
Shanghai Pacific International	Shanghai Jia Bao Industry	Registered	14
Container Co., Ltd.	and Commerce (Group)	paid-up capital of
	Co., Ltd.	US$3,640,000
		(equivalent to
		approximately
		HK$28,392,000)
	Shanghai Jinjiang Shipping	Registered	10
	Co., Ltd	paid-up capital of
		US$2,600,000
		(equivalent to
		approximately
		HK$20,280,000)
	Sinotrans Shanghai (Group)	Registered	10
	Co., Ltd.	paid-up capital of
		US$2,600,000
		(equivalent to
		approximately
		HK$20,280,000)
Singamas Container Industry	PIL	Registered	20
Co., Ltd.		paid-up capital of
		US$1,020,000
		(equivalent to
		approximately
		HK$7,956,000)
Wellmass Group Limited	Mr. Li Hung	2,000 ordinary shares	20
	Mr. Ng Kam Ming	2,000 ordinary shares	20

Note: Each of Messrs. Li Hung and Ng Kam Ming was indirectly interested in approximately 13.33% equity interest of Eng Kong Container Services Limited 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.

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.

– 24 –

GENERAL INFORMATION

APPENDIX

5) SERVICE CONTRACT

As at the Latest Practicable Date, no Directors or proposed directors had any existing service contract or proposed service contract with the Company or any of its subsidiaries which is not 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 2010 (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 Access Capital a corporation licensed under the SFO for carrying out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities

Access Capital 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, Access Capital has no direct or indirect interest in any asset which has been since 31 December 2010, being the date to which the latest published audited accounts of the Company were made up, 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, Access Capital was not beneficially interested in the share capital of any member of the Group nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

8) LITIGATION

As at the Latest Practicable Date, none of the members of the Group is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

– 25 –

GENERAL INFORMATION

APPENDIX

9) MISCELLANEOUS

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

• b) The Share registrar of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 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.

10) 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, Wanchai, Hong Kong from the date of this circular up to and including 30 May 2011:

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

• b) the “Letter from Access Capital” as set out in this circular;

• c) the Master Purchase Contract 2012;

• d) the written consent of Access Capital referred to under the section headed “Independent Financial Adviser” in this appendix;

• e) the latest annual report of the Company for the financial year ended 31 December 2010; and

• f) this circular.

– 26 –

NOTICE OF EGM

==> picture [109 x 35] intentionally omitted <==

勝獅貨櫃企業有限公司 SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Code: 716

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

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

– 27 –

NOTICE OF EGM

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 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.

– 28 –