THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the Offers, this Composite Document and/or the accompanying Forms of Acceptance or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares or convertible bonds in ASIA ALLIED INFRASTRUCTURE HOLDINGS LIMITED, you should at once hand this Composite Document and the accompanying Forms of Acceptance to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for onward transmission to the purchaser(s) or the transferee(s). Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Forms of Acceptance, make no representation as to their 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 Composite Document and the accompanying Forms of Acceptance. This Composite Document should be read in conjunction with the accompanying Forms of Acceptance, the contents of which form part of the terms and conditions of the Offers. GT WINNERS LIMITED (Incorporated in BVI with limited liability) COMPOSITE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFERS BY YU MING INVESTMENT MANAGEMENT LIMITED FOR AND ON BEHALF OF GT WINNERS LIMITED TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY GT WINNERS LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND ALL THE OUTSTANDING CONVERTIBLE BONDS OF ASIA ALLIED INFRASTRUCTURE HOLDINGS LIMITED Financial adviser to GT Winners Limited Independent financial adviser to the Independent Board Committee of Asia Allied Infrastructure Holdings Limited Capitalized terms used in this cover page shall have the same meanings as those defined in this Composite Document. A letter from Yu Ming containing, among other things, the details of the terms and conditions of the Offers is set out on pages 10 to 20 of this Composite Document. A letter from the Board is set out on pages 21 to 28 of this Composite Document. A letter from the Independent Board Committee containing its recommendations in respect of the Offers to the Independent Shareholders and the CB Holders is set out on pages 29 to 30 of this Composite Document. A letter from Alliance Capital containing its advice to the Independent Board Committee in respect of the Offers is set out on pages 31 to 50 of this Composite Document. The procedures for acceptance and settlement of the Offers are set out on pages I-1 to I-10 in Appendix I to this Composite Document and in the accompanying Forms of Acceptance. Acceptances of the Share Offer must be received by the Registrar, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong by no later than 4:00 p.m. on 2 February 2017, and acceptance of the CB Offer must be received by the company secretary of the Company at Room , 8/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong by no later than 4:00 p.m. on 2 February 2017, or such later time and/or date as the Offeror may determine and announce with the consent of the Executive and in accordance with the Takeovers Code. Any persons including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward this Composite Document and/or the accompanying Forms of Acceptance to any jurisdiction outside Hong Kong should read the section headed Availability of the Offers in the Letter from Yu Ming and Appendix I to this Composite Document before taking any action. It is the responsibility of the overseas Independent Shareholders and CB Holders wishing to accept the Offers to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Offers, including the obtaining of any governmental, exchange control or other consent and any registration or filing which may be required or the compliance with other necessary formalities, regulatory and/or legal requirement and the payment of any transfer or other taxes due in respect of such jurisdictions. Overseas Independent Shareholders and CB Holders are advised to seek professional advice on deciding whether to accept the Offers. 12 January 2017

2 CONTENT Page EXPECTED TIMETABLE... 1 DEFINITIONS... 3 LETTER FROM YU MING LETTER FROM THE BOARD LETTER FROM THE INDEPENDENT BOARD COMMITTEE LETTER FROM ALLIANCE CAPITAL APPENDIX I FURTHER TERMS AND PROCEDURES OF ACCEPTANCE OF THE OFFERS... I-1 APPENDIX II... II-1 APPENDIX III GENERAL INFORMATION... III-1 ACCOMPANYING DOCUMENTS FORM OF SHARE OFFER ACCEPTANCE FORM OF CB OFFER ACCEPTANCE i

3 EXPECTED TIMETABLE The expected timetable set out below is indicative only and is subject to change. Any changes to the timetable will be jointly announced by the Offeror and the Company. Despatch date of this Composite Document and the Forms of Acceptance and commencement date of the Offers (Note 1) Thursday, 12 January Latest time and date for acceptance of the Offers (Notes 3 and 4)... 4:00 p.m. on Thursday, 2 February Closing Date (Notes 3 and 4)... Thursday, 2 February Announcement of the results of the Offers (or its extension or revision, if any) to be posted on the website of the Stock Exchange (Note 3)... nolater than 7:00 p.m. on Thursday, 2 February Latest date for posting of remittances in respect of valid acceptances received under the Offers (Note 5)... Monday, 13 February Notes: 1. The Offers are open for acceptance on and from 12 January 2017, being the date of posting of this Composite Document, and are capable of acceptance on and from that date until the Closing Date. 2. Beneficial owners of Share(s) who hold their Share(s) in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures. 3. The latest time and date for acceptance will be 4:00 p.m. on 2 February 2017 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. The Offeror and the Company will jointly issue an announcement through the website of the Stock Exchange by no later than 7:00 p.m. on 2 February 2017 stating the results of the Offers and whether the Offers have been extended, revised or have expired. In the event that the Offeror decides to extend the Offers, an announcement of such extension will be published which will state either the next closing date of the Offers or that the Offers will remain open until further notice. In the latter case, at least 14 days notice by way of an announcement will be given before the Offers are closed to those Independent Shareholders or CB Holders who have not accepted the Offers. 4. Acceptance of the Offers shall be irrevocable and is not capable of being withdrawn, except in the circumstances as set out in the paragraph headed Right of withdrawal in Appendix I to this Composite Document. 5. Remittances in respect of the cash consideration (after deducting the sellers ad valorem stamp duty) payable for the Offer Shares or the Convertible Bonds tendered under the Offers will be posted to the accepting Independent Shareholders and the accepting CB Holders at his/her/its own risk as soon as possible but in any event within seven (7) Business Days following the date of receipt by the Registrar (in the case of Offer Shares) or the company secretary of the Company (in the case of Convertible Bonds) of all the relevant documents to render the acceptance under the Offers complete, valid and in compliance with Note 1 to Rule 30.2 of the Takeovers Code. 1

4 EXPECTED TIMETABLE 6. The latest time and date for acceptance of the Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances will not take effect if there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning, in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances. Instead the latest time for acceptance of the Offers and the posting of remittances will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. All references to date and time contained in this Composite Document and the Forms of Acceptance refer to Hong Kong date and time. 2

5 DEFINITIONS In this Composite Document, unless the context otherwise requires, the following terms shall have the following meanings: 2014 Convertible Bonds the convertible bonds issued by the Company on 31 December 2014 with maturity in 2017 which was held by CCCI immediately prior to its conversion in the aggregate principal amount of HK$42,133,000 carrying the rights to convert into 91,593,478 Shares, the conversion rights of which have been fully exercised and the Conversion Shares have been sold to the Offeror on 9 December Convertible Bonds the convertible bonds issued by the Company on 30 March 2015 with maturity in 2018 in the aggregate outstanding principal amount of HK$94,924,500 as at the Latest Practicable Date carrying the rights to convert into 60,849,038 Shares 2016 Convertible Bonds the convertible bonds issued by the Company on 9 December 2016 with maturity in 2017 in the aggregate outstanding principal amount of HK$212,572,844 as at the Latest Practicable Date carrying the rights to convert into 295,240,061 Shares acting in concert has the meaning ascribed thereto under the Takeovers Code Alliance Capital Alliance Capital Partners Limited, a company incorporated in Hong Kong with limited liability and a licensed corporation under the SFO authorised to carry out regulated activities of type 1 (dealing in securities) and type 6 (advising on corporate finance), being the independent financial adviser appointed by the Company with the approval of the Independent Board Committee to advise the Independent Board Committee in respect of the Offers associates Bermuda Board Business Day(s) has the meaning ascribed thereto under the Takeovers Code the Islands of Bermuda the board of Directors a day on which the banks are open for business in Hong Kong, other than Saturdays, Sundays and public holidays 3

6 DEFINITIONS BVI CB Holder(s) CB Offer CCASS CCCI the British Virgin Islands holder(s) of the Convertible Bonds the mandatory unconditional cash offer to be made by Yu Ming for and on behalf of the Offeror to acquire all the outstanding Convertible Bonds pursuant to Rule 13.5 of the Takeovers Code the Central Clearing and Settlement System established and operated by HKSCC China City Construction (International) Co., Limited, a former Shareholder which sold all of its equity interest in the Company, being 221,593,478 Shares, to the Offeror on 9 December 2016 China New Way China New Way Investment Limited, a company incorporated in Hong Kong with limited liability on 16 April 2014 and beneficially and directly wholly-owned by New Way International Investment Holdings Limited which, in turn, is owned as to 25%, 25% and 50% by each of Mr. Zhang Xiaoliang, Mr. Wei Judong and Ms. Yang Weizhi as at the Latest Practicable Date; and directly holding 737,008,830 Shares, representing approximately 49.6% of the total issued share capital in the Company immediately prior to Completion Closing Date Company Completion Completion Date 2 February 2017, the closing date of the Offers, or if the Offers are extended, any subsequent closing date as the Offeror may determine and announce, with consent of the Executive, in accordance with the Takeovers Code Asia Allied Infrastructure Holdings Limited (formerly known as China City Construction Group Holdings Limited), a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 00711) completion of the sale and purchase of the Sale Shares pursuant to the terms of the Sale and Purchase Agreement 8 December 2016, being the date of the Completion 4

7 DEFINITIONS Composite Document Concert Parties Conversion Share(s) Convertible Bonds Director(s) this composite offer and response document in respect of the Offers, jointly issued by the Offeror and the Company in accordance with the Takeovers Code and the Listing Rules, containing, amongst other things, the detailed terms of the Offers parties acting in concert (as such term is defined in the Takeovers Code) with the person or party as specified and as determined in accordance with the Takeovers Code new Shares issued or to be allotted and issued by the Company pursuant to the exercise of the conversion rights attached to the 2014 Convertible Bonds, the 2015 Convertible Bonds and the 2016 Convertible Bonds the 2015 Convertible Bonds and the 2016 Convertible Bonds the director(s) of the Company Encumbrances any mortgage, charge, pledge, lien (otherwise than arising by statute or operation of law), equities, hypothecation, options, right of pre-emption, or other encumbrance, priority or security interest, deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement or similar encumbrance(s) whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same Executive the Executive Director of the Corporate Finance Division of the SFC or any of his delegates Facility Form(s) of Acceptance the facility in the sum of HK$1,110,000,000 granted by Sun Hung Kai Investment Services Limited in favour of the Offeror and guaranteed by Mr. Dominic Pang and Madam Li, of which HK$214,300,000 has been utilised for acquisition of Shares from CCCI on 9 December As such, the maximum facility amount available under the Facility as at the Latest Practicable Date amounts to HK$895,700,000 the Form of Share Offer Acceptance and the Form of CB Offer Acceptance, and Form of Acceptance means either of them 5

8 DEFINITIONS Form of CB Offer Acceptance Form of Share Offer Acceptance Group Guaranteed Promissory Note HKSCC HK$ Hong Kong Independent Board Committee Independent Shareholder(s) Ir Dr. Derrick Pang Joint Announcement Last Trading Day Latest Practicable Date the form of acceptance in respect of the CB Offer accompanying this Composite Document the form of acceptance in respect of the Share Offer accompanying this Composite Document the Company and its subsidiaries the promissory note in the aggregate principal amount of HK$361,587,814 issued by the Offeror to the Vendors upon Completion as part of the consideration as set out in the Sale and Purchase Agreement and guaranteed by Mr. Dominic Pang and Madam Li Hong Kong Securities Clearing Company Limited Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China the independent committee of the Board comprising the sole independent non-executive Director, Mr. Wu William Wai Leung, established by the Company to make recommendations to the Independent Shareholders and CB Holders regarding the Offers Shareholders other than the Offeror and its Concert Parties Ir Dr. Pang Yat Bond, Derrick, the deputy chairman of the Company, an executive Director and a party acting in concert with the Offeror the announcement jointly issued by the Offeror and the Company dated 8 December 2016 in relation to, among other things, the Sale and Purchase Agreement and the Offers 2 December 2016, being the last trading day on which the Shares were traded on the Stock Exchange before the suspension of trading in the Shares pending the release of the Joint Announcement 9 January 2017, being the latest practicable date prior to the printing of this Composite Document for ascertaining certain information contained herein 6

9 DEFINITIONS Listing Rules Madam Li Mr. Dominic Pang the Rules Governing the Listing of Securities on the Stock Exchange Madam Li Wai Hang, Christina, mother of Mr. Dominic Pang and Ir Dr. Derrick Pang and a party acting in concert with the Offeror Mr. Pang Yat Ting, Dominic, the co-chairman of the Company, a non-executive Director and a party acting in concert with the Offeror New Way Strategic Investment New Way Strategic Investment Ltd., a company incorporated in the BVI with limited liability on 11 July 2014 and a wholly-owned subsidiary of China New Way and beneficially and indirectly wholly-owned by New Way International Investment Holdings Limited, which, in turn, is owned as to 25%, 25% and 50% by each of Mr. Zhang Xiaoliang, Mr. Wei Judong and Ms. Yang Weizhi as at the Latest Practicable Date; and directly holding 100,000,000 Shares, representing approximately 6.7% of the total issued share capital in the Company immediately prior to Completion Offers Offer Period Offer Share(s) Offeror the Share Offer and the CB Offer the period commencing from 8 December 2016, being the date of the Joint Announcement and the start of offer period, and ending on the Closing Date issued Shares other than those already owned or agreed to be acquired by the Offeror and its Concert Parties GT Winners Limited, a company incorporated in the BVI with limited liability on 28 October 2005 and ultimately beneficially owned as to 45% by Mr. Dominic Pang, 45% by Madam Li and 10% by Ms. Lee Pang Yat Sum, Rita Registrar Tricor Secretaries Limited, the Hong Kong branch share registrar and transfer office of the Company, with its address at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong 7

10 DEFINITIONS Relevant Period the period commencing on 8 June 2016, being the date falling six months before the date of the Joint Announcement, up to and including the Latest Practicable Date Sale and Purchase Agreement the conditional sale and purchase agreement dated 2 December 2016 entered into between the Vendors and the Offeror in respect of the Sale Shares Sale Share(s) an aggregate of 837,008,830 Shares owned by the Vendors prior to Completion and purchased by the Offeror under the Sale and Purchase Agreement SFC SFO Share(s) Shareholder(s) Share Offer Share Offer Price Stock Exchange Takeovers Code Trading Day Vendors the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time the ordinary share(s) of HK$0.10 each in the share capital of the Company holder(s) of the issued Share(s) the mandatory unconditional cash general offer to be made by Yu Ming for and on behalf of the Offeror to acquire all the Offer Shares pursuant to Rule 26.1 of the Takeovers Code the price at which the Share Offer will be made, being HK$1.08 per Offer Share The Stock Exchange of Hong Kong Limited The Hong Kong Code on Takeovers and Mergers issued by the SFC a day when the Stock Exchange is open for trading in Hong Kong New Way Strategic Investment and China New Way, each a Vendor 8

11 DEFINITIONS Yu Ming Yu Ming Investment Management Limited, a company incorporated in Hong Kong with limited liability and a licensed corporation under the SFO authorised to carry out regulated activities of type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management), being the financial advisor of the Offeror % per cent. 9

12 LETTER FROM YU MING To the Independent Shareholders and the CB Holders, 12 January 2017 Dear Sir or Madam, COMPOSITE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFERS BY YU MING INVESTMENT MANAGEMENT LIMITED FOR AND ON BEHALF OF GT WINNERS LIMITED TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY GT WINNERS LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND ALL THE OUTSTANDING CONVERTIBLE BONDS OF ASIA ALLIED INFRASTRUCTURE HOLDINGS LIMITED INTRODUCTION On 2 December 2016, the Offeror and the Vendors entered into the Sale and Purchase Agreement, pursuant to which the Offeror has conditionally agreed to purchase and the Vendors have conditionally agreed to sell the Sale Shares, being 837,008,830 Shares, for a total consideration of HK$903,969,536 (equivalent to a purchase price of HK$1.08 per Sale Share). The Sale Shares represent approximately 56.3% of the entire issued share capital of the Company immediately prior to Completion. Completion took place on 8 December Prior to Completion, the Offeror and its Concert Parties held a total of 126,329,759 Shares, representing approximately 8.5% of the entire issued share capital of the Company. Immediately after the Completion, the Offeror and its Concert Parties were interested in a total of 963,338,589 Shares, representing approximately 64.8% of the entire issued share capital of the Company as at the Completion Date. Accordingly, the Offeror is required to make mandatory unconditional cash offers for (i) all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code; and (ii) all the outstanding Convertible Bonds pursuant to Rule 13.5 of the Takeovers Code. Conversion of 2014 Convertible Bonds and 2016 Convertible Bonds On 7 December 2016, the Company received a conversion notice from the holder of the 2014 Convertible Bonds (namely CCCI) to convert all of the 2014 Convertible Bonds. On 9 December 2016, an aggregate of 91,593,478 Conversion Shares were allotted and issued by the Company to CCCI. 10

13 LETTER FROM YU MING On 9 December 2016, the 2016 Convertible Bonds were issued to Sun Hung Kai Structured Finance Limited ( SHKSFL ) and Scienter Investments Limited by the Company in the principal amount of HK$214,072,844 carrying the rights to convert into 297,323,395 Shares. Immediately after the issue of the 2016 Convertible Bonds, the Company received a conversion notice from SHKSFL to convert part of the 2016 Convertible Bonds in the principal amount of HK$1,500,000 into 2,083,333 Conversion Shares at the conversion price of HK$0.72 per Conversion Share. The allotment and issue of the 2,083,333 Conversion Shares by the Company to SHKSFL was completed on 9 December Further acquisition of Shares by the Offeror On 9 December 2016, the Offeror further acquired 221,593,478 Shares from CCCI. As at the Latest Practicable Date, there were 1,580,293,787 Shares in issue and outstanding Convertible Bonds comprising (i) the 2015 Convertible Bonds in the aggregate outstanding principal amount of HK$94,924,500 carrying the rights to convert into 60,849,038 Shares; and (ii) the 2016 Convertible Bonds in the aggregate outstanding principal amount of HK$212,572,844 carrying the rights to convert into 295,240,061 Shares. The Offeror and its Concert Parties are interested in a total of 1,184,932,067 Shares, representing approximately 74.98% of the entire issued share capital of the Company as at the Latest Practicable Date. This letter sets out, amongst other things, the principal terms of the Offers, together with the information on the Offeror and the Offeror s intentions regarding the Group. Further details of the terms of the Offers and procedures for acceptance are also set out in Appendix I to this Composite Document and the accompanying Forms of Acceptance. THE OFFERS Yu Ming, for and on behalf of the Offeror, hereby makes the mandatory unconditional cash offers to all Independent Shareholders and CB Holders to acquire (i) all the issued Shares of the Company (other than those already owned or agreed to be acquired by the Offeror and its Concert Parties); and (ii) all the outstanding Convertible Bonds on the following basis: The Share Offer For each Offer Share... HK$1.08 in cash The Share Offer Price of HK$1.08 per Offer Share is the same as the purchase price per Sale Share under the Sale and Purchase Agreement which was arrived at after arm s length negotiations between the Offeror and the Vendors. As at the Latest Practicable Date, there were 1,580,293,787 Shares in issue. The Share Offer will be extended to all Shares in issue on the date on which the Share Offer is made, being the date of despatch of this Composite Document, and to any further Shares which are unconditionally allotted or issued after the date on which the Share Offer is made and before the date on which the Share Offer closes, including any Shares which 11

14 LETTER FROM YU MING are unconditionally allotted or issued on conversion of any of the Convertible Bonds, other than those held by the Offeror and its Concert Parties. The Shares to be acquired under the Share Offer shall be acquired fully-paid and free from all liens, charges, Encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them on or after the date on which the Share Offer is made, or subsequently becoming attached to them, including the right to receive in full all dividends and other distributions, if any, declared, made or paid on or after the date of despatch of this Composite Document. Further terms of the Share Offer and the procedures for acceptance are set out in Appendix I to this Composite Document and the accompanying Form of Share Offer Acceptance. Comparison of value The Share Offer Price of HK$1.08 represents: (i) (ii) a premium of approximately 52.1% over the closing price of HK$0.71 per Share as quoted on the Stock Exchange on the Last Trading Day; a premium of approximately 51.7% over the average closing prices of the Shares as quoted on the Stock Exchange for the 5 consecutive Trading Days up to and including the Last Trading Day of approximately HK$0.712 per Share; (iii) a premium of approximately 52.8% over the average closing prices of the Shares as quoted on the Stock Exchange for the 10 consecutive Trading Days up to and including the Last Trading Day of approximately HK$0.707 per Share; (iv) (v) a premium of approximately 39.9% over the average closing prices of the Shares as quoted on the Stock Exchange for the 30 consecutive Trading Days up to and including the Last Trading Day of approximately HK$0.772 per Share; the closing price of HK$1.08 per Share as quoted on the Stock Exchange on the Latest Practicable Date; (vi) a discount of approximately 20.0% to the audited consolidated net asset attributable to the owners of the Company per Share of approximately HK$1.35 per Share as at 31 March 2016; and (vii) a discount of approximately 20.0% to the unaudited consolidated net asset attributable to the owners of the Company per Share of approximately HK$1.35 per Share as at 30 September Highest and Lowest Share Prices During the Relevant Period, the highest closing price per Share as quoted on the Stock Exchange was HK$1.132 on 8 June 2016 and 17 June 2016, and the lowest closing price per Share as quoted on the Stock Exchange was HK$0.679 on 24 November

15 LETTER FROM YU MING The CB Offer (i) (ii) For each HK$1 face value of the 2015 Convertible Bonds...HK$ in cash For each HK$1 face value of the 2016 Convertible Bonds...HK$ in cash The Convertible Bonds will be acquired fully-paid and free from all liens, charges, options, equities, Encumbrances or other third party rights of any nature and together with all rights now or hereafter attaching or accruing to them, including the right to all dividends and other distributions (if any) declared, made or paid after the date of despatch of this Composite Document. The CB Offer will apply to the outstanding Convertible Bonds in issue on the date on which the CB Offer is made and will not apply to any Convertible Bonds which are or have been converted into Shares prior to the close of the CB Offer. The above offer prices for the relevant Convertible Bonds are determined in accordance with Rule 13 of and Practice Note 6 to the Takeovers Code as the see-through consideration for each relevant Convertible Bonds, being the number of Shares into which the relevant Convertible Bonds are convertible multiplied by the Share Offer Price. Further terms of the CB Offer and the procedures for acceptance are set out in Appendix I to this Composite Document and the accompanying Form of CB Offer Acceptance. Value of the Offers As at the Latest Practicable Date, there are 1,580,293,787 Shares in issue, and a total of 1,184,932,067 Shares are held by the Offeror and its Concert Parties. Based on the Share Offer Price of HK$1.08 per Offer Share, the entire issued share capital of the Company is valued at approximately HK$1,706,717,290, and the Share Offer is valued at approximately HK$426,990,658 based on 395,361,720 Offer Shares. As at the Latest Practicable Date, the Company has outstanding Convertible Bonds comprising: (i) (ii) 2015 Convertible Bonds with principal amount of HK$94,924,500 conferring rights to holder(s) to convert into 60,849,038 Shares. The offer price for the 2015 Convertible Bonds is HK$ for every HK$1 face value of the 2015 Convertible Bonds, valuing the total 2015 Convertible Bonds at approximately HK$65,725,724; and 2016 Convertible Bonds with principal amount of HK$212,572,844 conferring rights to holder(s) to convert into 295,240,061 Shares. The offer price for the 2016 Convertible Bonds is HK$1.50 for every HK$1 face value of the 2016 Convertible Bonds, valuing the total 2016 Convertible Bonds at approximately HK$318,859,

16 LETTER FROM YU MING Based on the outstanding principal amount of the Convertible Bonds, the CB Offer is valued at a maximum of HK$384,584,990. Assuming the Offers are accepted in full on the basis that: (i) none of the conversion rights attaching to the Convertible Bonds are exercised prior to the close of the Offers; and (ii) there is no other change in the issued share capital of the Company up to the close of the Offers, a total of 395,361,720 issued Shares (representing the Shares not already held or to be acquired by the Offeror and its Concert Parties) will be subject to the Share Offer and the maximum amount payable by the Offeror (a) under the Share Offer will be HK$426,990,658; and (b) under the CB Offer will be HK$384,584,990. In the event that the Convertible Bonds are fully converted into Shares prior to the close of the Offers, an additional 356,089,099 Conversion Shares will be issued and the enlarged share capital of the Company would be 1,936,382,886 Shares. Accordingly, the Offer Shares available for the Share Offer will be increased to 751,450,819 Shares, and the maximum amount payable by the Offeror under the Offers will be approximately HK$811,566,885. Save for the Convertible Bonds, the Company has no outstanding options, warrants, derivatives or securities convertible or exchangeable into Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the Latest Practicable Date. The Offeror has not received any indication or irrevocable commitment from any Independent Shareholder or CB Holder that he/she/it will accept or reject the Offers as at the Latest Practicable Date. Confirmation of financial resources The Offeror intends to finance the consideration payable under the Offers by way of the Facility granted by Sun Hung Kai Investment Services Limited ( SHK Investment ). Yu Ming, who has been appointed as the financial adviser to the Offeror, is satisfied that sufficient resources are available to the Offeror to satisfy the amount of funds required for the full acceptance of the Offers. Effect of accepting the Offers By accepting the Share Offer, the Independent Shareholders will sell their Shares free from all Encumbrances and together with all rights attaching to them including the right to receive all dividends and distributions which may be declared, paid or made at any time on or after the date on which the Share Offer is made, being the date of despatch of this Composite Document. Acceptance of the Share Offer by any Independent Shareholder will be deemed to constitute a warranty by such person that all Shares sold by such person under the Share Offer are free from all Encumbrances whatsoever and together with all rights accruing or attaching thereto, including, without limitation, the right to receive dividends and distributions declared, paid or made, if any, on or after the date on which the Share Offer is made. 14

17 LETTER FROM YU MING Acceptance of the CB Offer by any CB Holder will be deemed to constitute a warranty by such person that all Convertible Bonds sold by such person under the CB Offer are free from all Encumbrances whatsoever. The Offers are unconditional in all respects and will open for acceptance from the date of this Composite Document until 4:00 p.m. on the Closing Date. Acceptance of the Offer tendered by the Independent Shareholders shall be unconditional and irrevocable once given and cannot be withdrawn except in circumstances set out in Rule 19.2 of the Takeovers Code. Availability of the Offers The Offeror intends to make the Offers available to all Independent Shareholders and CB Holders, including those who are residents outside Hong Kong. The availability of the Offers to persons not residents in Hong Kong may be affected by the laws of the relevant overseas jurisdictions. The making of the Offers to persons with a registered address in jurisdictions outside Hong Kong may be prohibited or limited by the laws or regulations of the relevant jurisdictions. Such Independent Shareholders and/or CB Holders who are citizens, residents or nationals of a jurisdiction outside Hong Kong should observe any applicable legal or regulatory requirements and, where necessary, seek legal advice. Persons who are residents, citizens or nationals outside Hong Kong should inform themselves about and observe, at their own responsibility, any applicable laws, regulations, requirements and restrictions in their own jurisdictions in connection with the acceptance of the Offers, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with the other necessary formalities and the payment of any issue, transfer or other fares from such accepting Independent Shareholder(s)/CB Holder(s) due in such jurisdiction. Any acceptance by Independent Shareholders and/or CB Holders and beneficial owners of the Shares and Convertible Bonds who are citizens, residents or nationals of a jurisdiction outside Hong Kong will be deemed to constitute a representation and warranty from such persons to the Offeror that the local laws and requirements have been complied with. Independent Shareholders and/or CB Holders should consult their respective professional advisers if in doubt. Independent Shareholders and/or CB Holders who are in doubt as to the action they should take should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers. Stamp duty Seller s Hong Kong ad valorem stamp duty on acceptances of the Share Offer at a rate of 0.1% (or part thereof) of the consideration payable in respect of the relevant acceptance by the Independent Shareholders or if higher, the market value of the Shares, will be deducted from the cash amount payable by the Offeror to such Shareholders who accept the Share Offer (where the stamp duty calculated includes a fraction of HK$1, the stamp duty would be rounded-up to the nearest HK$1). The Offeror will arrange for payment of the seller s Hong Kong ad valorem stamp duty on behalf of the relevant Independent 15

18 LETTER FROM YU MING Shareholders accepting the Share Offer and pay the buyer s Hong Kong ad valorem stamp duty in connection with the acceptance of the Share Offer and the transfer of the Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong). No stamp duty is payable in connection with the acceptances of the CB Offer. INFORMATION ON THE OFFEROR The Offeror is an investment holding company incorporated in the BVI with limited liability on 28 October 2005 and is ultimately beneficially owned as to 45% by Madam Li, 45% by Mr. Dominic Pang and 10% by Ms. Lee Pang Yat Sum, Rita. Mr. Dominic Pang, Madam Li and Ir Dr. Derrick Pang are the parties acting in concert with the Offeror. Each of Mr. Dominic Pang, Madam Li and Ir Dr. Derrick Pang personally holds 5,680,000 Shares, 10,880,875 Shares and 7,326,000 Shares, respectively. As at the Latest Practicable Date, the directors of the Offeror are Mr. Dominic Pang and Madam Li. Mr. Dominic Pang, aged 44, graduated from the University of Columbia, New York in 1995 with a Bachelor of Arts degree in Economics, Political Science and Mathematics, and obtained a Juris Doctorate from the New York University School of Law in 1998 and a Master degree in Business Administration from Kellogg-HKUST in After working at a well-known law firm for 2 years in Wall Street, New York, he moved on to set up three information technology systems and solutions companies. Mr. Dominic Pang joined the Group in 2003 and was appointed as assistant to the late Chairman, Dr. Pang Kam Chun. He holds several directorships in certain subsidiaries of the Company and is in charge of evaluating new business opportunities, and management of the Group s property development ventures local and abroad. Mr. Dominic Pang is the brother of Ir Dr. Derrick Pang, the deputy chairman of the Company, and also the son of Madam Li, one of the senior management of the Company. Madam Li, aged 65, joined the Group since 1975 and has over 37 years experience in the construction industry. She was appointed as executive Director of the Company in July 1992 and resigned on 1 February Madam Li still holds several directorships in certain subsidiaries of the Company. As disclosed in the Joint Announcement, the Company would seek the Executive s view as to whether the Vendors and the Offeror are Concert Parties as a result of the issue of the Guaranteed Promissory Note. The Offeror has sought the Executive s view and the Executive ruled that the presumed concert party relationship between the Offeror and the Vendors under class (9) of the definition of acting in concert arising from the issue of the Guaranteed Promissory Note is rebutted. 16

19 LETTER FROM YU MING INFORMATION ON THE GROUP The Company is a company incorporated in Bermuda with limited liability, and its Shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in civil engineering, electrical and mechanical engineering, foundation and building construction work, property development and investment, professional services (including provision of security and property management solutions) and other activities. Your attention is drawn to the details of the information of the Group as set out under the section headed Information on the Group in the Letter from the Board and in Appendices II and III to this Composite Document. INTENTIONS OF THE OFFEROR IN RELATION TO THE COMPANY Following the close of the Offers, the Offeror intends that the Group will continue the existing business in its current state and will maintain the listing status of the Company on the Main Board of the Stock Exchange. The Offeror will conduct a review on the business activities and assets of the Group for the purpose of formulating business plans and strategies for the future business development of the Group. The Offeror has no intention to discontinue the employment of the employees (save for the change in the composition of the Board) or to dispose of or re-deploy the assets of the Group other than those in its ordinary course of business. Proposed change of composition of the Board The Offeror intends to nominate new Directors to the Board after close of the Offers. Any changes to the Board composition will be made in compliance with the Takeovers Code and the Listing Rules. Maintaining the listing status of the Company The Offeror has no intention to privatise the Group and intends the Company to remain listed on the Stock Exchange after the close of the Offers. The Directors and the directors of the Offeror have jointly and severally undertaken to the Stock Exchange to take appropriate steps (including but not limited to placing of existing Shares and/or issue of new Shares) to ensure that not less than 25% of the entire issued share capital of the Company will be held by the public. The Stock Exchange has stated that if, at the close of the Offers, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares of the Company, are held by the public, or if the Stock Exchange believes that: (i) (ii) a false market exists or may exist in the trading of the Shares; or there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend dealings in the Shares. 17

20 LETTER FROM YU MING The Board is aware of the Offeror s intention regarding the Group and its employees and the proposed change of Board composition, and is willing to render co-operation with the Offeror and would continue to act in the best interests of the Group and the Shareholders as a whole. ACCEPTANCES OF THE OFFERS Procedures for Acceptance To accept the Offers, you should complete and sign the accompanying Form(s) of Acceptance in accordance with the instructions printed thereon, which instructions form part of the terms and conditions of the Offers. The duly completed and signed Form of Share Offer Acceptance should be sent, together with the relevant share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof), to the Registrar, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong, marked Asia Allied Share Offer on the envelope, in any event not later than 4:00 p.m. on the Closing Date or such later time and/or date as the Offeror may determine and announce with the consent of the Executive and in accordance with the Takeovers Code. The duly completed and signed Form of CB Offer Acceptance should be sent, together with the relevant certificate(s) of the Convertible Bonds and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) to the company secretary of the Company at Room , 8/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, in any event not later than 4:00 p.m. on the Closing Date or such later time and/or date as the Offeror may determine and announce with the consent of the Executive and in accordance with the Takeovers Code. No acknowledgment of receipt of any Forms of Acceptance, share certificate(s) and/or transfer receipt(s) and/or the certificate(s) of the Convertible Bonds and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) will be given. Your attention is drawn to Further terms and procedures of acceptance of the Offers as set out in Appendix I to this Composite Document and the accompanying Forms of Acceptance. Settlement of the Offers Remittances in respect of the cash consideration for the Offer Shares and the Convertible Bonds tendered under the Offers will be despatched to the accepting Independent Shareholder(s) and CB Holder(s) (to the address specified on the relevant Forms of Acceptance) by ordinary post at his/her/its own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt by the Registrar (in the 18

21 LETTER FROM YU MING case of Offer Shares) or the company secretary of the Company (in the case of Convertible Bonds) of all the relevant documents to render the acceptance under the Offers complete, valid and in compliance with Note 1 to Rule 30.2 of the Takeovers Code. No fractions of a cent will be payable, and the amount of cash consideration payable to an Independent Shareholder or a CB Holder (as the case may be) who accepts the Share Offer or the CB Offer (as the case may be) will be rounded up to the nearest cent. Nominee registration To ensure equality of treatment of all Independent Shareholders, those Independent Shareholders who hold Offer Shares as nominees on behalf of more than one beneficial owner should, as far as practicable, treat the holding of such beneficial owner separately. In order for beneficial owners of Offer Shares, whose investments are registered in the names of nominees, to accept the Share Offer, it is essential that they provide instructions of their intentions with regard to the Share Offer to their nominees. Tax Implications Independent Shareholders and CB Holders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Offers. None of the Offeror, its Concert Parties, the Company, Yu Ming, Alliance Capital, the Registrar and their respective ultimate beneficial owners, directors, officers, agents or associates or any other person involved in the Offers accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offers. COMPULSORY ACQUISITION The Offeror does not intend to exercise any right which may be available to it under the provisions of the Law of Bermuda to compulsorily acquire any outstanding Offer Shares not acquired pursuant to the Share Offer after the close of the Offers. GENERAL All documents and remittances will be sent to the Independent Shareholders and CB Holders by ordinary post at their own risk. These documents and remittances will be sent to them at their respective addresses as they appear in the register of members or register of CB Holders, in case of joint holders whose name appear first in the said register, unless otherwise specified in the accompanying Forms of Acceptance completed, returned and received by the Registrar. None of the Offeror and its Concert Parties, Yu Ming, the Registrar or any of their respective ultimate beneficial owners, directors, officers, associates, agents or any other person involved in the Offers will be responsible for any loss or delay in transmission of such documents and remittances or any other liabilities that may arise as a result thereof. 19

22 LETTER FROM YU MING ADDITIONAL INFORMATION Your attention is drawn to the additional information regarding the Offers set out in the appendices to this Composite Document and the accompanying Forms of Acceptance, which form part of this Composite Document. In addition, your attention is also drawn to the Letter from the Board, the Letter from the Independent Board Committee and the letter of advice by the independent financial adviser to the Independent Board Committee as set out in the Letter from Alliance Capital contained in this Composite Document. Yours faithfully, For and on behalf of Yu Ming Investment Management Limited Warren Lee Managing Director 20

23 LETTER FROM THE BOARD Executive Directors: Mr. Xu Jianhua (Co-Chairman) Ir Dr. Pang Yat Bond, Derrick (Deputy Chairman) Mr. Kwok Yuk Chiu, Clement (Managing Director) Non-executive Directors: Mr. Pang Yat Ting, Dominic (Co-Chairman) Mr. Zhang Xiaoliang Independent non-executive Director: Mr. Wu William Wai Leung Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Head Office and Principal Place of Business: Room , 8/F. Bank of East Asia Harbour View Centre 56 Gloucester Road, Wanchai Hong Kong 12 January 2017 To the Independent Shareholders and the CB Holders, Dear Sir or Madam, COMPOSITE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFERS BY YU MING INVESTMENT MANAGEMENT LIMITED FOR AND ON BEHALF OF GT WINNERS LIMITED TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY GT WINNERS LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND ALL THE OUTSTANDING CONVERTIBLE BONDS OF ASIA ALLIED INFRASTRUCTURE HOLDINGS LIMITED INTRODUCTION On 2 December 2016, the Company was informed by the Offeror and the Vendors that they have entered into the Sale and Purchase Agreement, pursuant to which the Offeror has conditionally agreed to purchase and the Vendors have conditionally agreed to sell the Sale Shares, being 837,008,830 Shares, for a total consideration of HK$903,969,536 (equivalent 21

24 LETTER FROM THE BOARD to a purchase price of HK$1.08 per Sale Share). The Sale Shares represent approximately 56.3% of the entire issued share capital of the Company immediately prior to Completion. Completion took place on 8 December Prior to Completion, the Offeror and its Concert Parties held a total of 126,329,759 Shares, representing approximately 8.5% of the entire issued share capital of the Company. Immediately after the Completion, the Offeror and its Concert Parties were interested in a total of 963,338,589 Shares, representing approximately 64.8% of the entire issued share capital of the Company as at the Completion Date. Accordingly, the Offeror is required to make mandatory unconditional cash offers for (i) all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and its Concert Parties) pursuant to Rule 26.1 of the Takeovers Code; and (ii) all the outstanding Convertible Bonds pursuant to Rule 13.5 of the Takeovers Code. Conversion of 2014 Convertible Bonds and 2016 Convertible Bonds On 7 December 2016, the Company received a conversion notice from the holder of the 2014 Convertible Bonds (namely CCCI) to convert all of the 2014 Convertible Bonds. On 9 December 2016, an aggregate of 91,593,478 Conversion Shares were allotted and issued by the Company to CCCI. On 9 December 2016, the 2016 Convertible Bonds were issued to SHKSFL and Scienter Investments Limited by the Company in the principal amount of HK$214,072,844 carrying the rights to convert into 297,323,395 Shares. Immediately after the issue of the 2016 Convertible Bonds, the Company received a conversion notice from SHKSFL to convert part of the 2016 Convertible Bonds in the principal amount of HK$1,500,000 into 2,083,333 Conversion Shares at the conversion price of HK$0.72 per Conversion Share. The allotment and issue of the 2,083,333 Conversion Shares by the Company to SHKSFL was completed on 9 December Further acquisition of Shares by the Offeror On 9 December 2016, the Company was informed by the Offeror that it had further acquired 221,593,478 Shares from CCCI. As at the Latest Practicable Date, there were 1,580,293,787 Shares in issue and outstanding Convertible Bonds comprising (i) the 2015 Convertible Bonds in the aggregate outstanding principal amount of HK$94,924,500 carrying the rights to convert into 60,849,038 Shares; and (ii) the 2016 Convertible Bonds in the aggregate outstanding principal amount of HK$212,572,844 carrying the rights to convert into 295,240,061 Shares. The Offeror and its Concert Parties are interested in a total of 1,184,932,067 Shares, representing approximately 74.98% of the entire issued share capital of the Company as at the Latest Practicable Date. 22