VOLUNTARY UNCONDITIONAL CASH OFFER. GOLDMAN SACHS (SINGAPORE) PTE. (Company Registration No W) (Incorporated in the Republic of Singapore)

Transcription

1 VOLUNTARY UNCONDITIONAL CASH OFFER by GOLDMAN SACHS (SINGAPORE) PTE. (Company Registration No W) (Incorporated in the Republic of Singapore) for and on behalf of BRIGHT DAY LIMITED (Company No ) (Incorporated in Hong Kong) to acquire all the issued ordinary shares in the capital of YANTAI RAFFLES SHIPYARD LIMITED (Company Registration No D) (Incorporated in the Republic of Singapore) 1. INTRODUCTION Goldman Sachs (Singapore) Pte. ("Goldman Sachs") wishes to announce, for and on behalf of Bright Day Limited (the "Offeror"), a wholly-owned subsidiary of China International Marine Containers (Hong Kong) Limited ("CIMC HK"), which is in turn a wholly-owned subsidiary of China International Marine Containers (Group) Co., Ltd. ("CIMC"), that the Offeror has today entered into an agreement (the "Shareholders' Agreement") with (a) CIMC HK, (b) Sharp Vision Holdings Limited ("Sharp"), (c) Leung Kee Holdings Limited ("LK") and (d) Bright Touch Investment Limited ("BT") pursuant to which, amongst other things, the Offeror will make the Offer (as defined below) and after the close of the Offer, the CIMC Entities (as defined in paragraph 5.5 below) and the BT Entities (as defined in paragraph 5.5 below), will transfer their shares in Yantai Raffles Shipyard Limited ("YRSL") to the Offeror in exchange for shares in the Offeror on a 1:1 basis, subject to the terms and conditions of the Shareholders' Agreement. Following the execution of the Shareholders' Agreement and as at the date of this Announcement, the Offeror, together with the Relevant Persons (as defined in paragraph 10 below) own, control or have agreed to acquire an aggregate of 151,038,742 ordinary shares ("Shares") in the capital of YRSL, representing approximately per cent. of the issued share capital of YRSL 1. The Offeror intends to make a voluntary unconditional cash offer (the "Offer") in accordance with Rule 15 of The Singapore Code on Take-overs and Mergers (the "Code") for all the Shares other than those held, directly or indirectly, by the Offeror, the CIMC Entities and the BT Entities as at the date of the Offer (the "Offer Shares"). 2. THE OFFER The Offer shall be made subject to the terms and conditions set out in the offer document to be issued by Goldman Sachs for and on behalf of the Offeror (the "Offer Document"). 1 In this Announcement, unless otherwise stated, the "issued share capital of YRSL" or the "total issued Shares" refers to a total of 273,565,000 Shares, based on the searches conducted with the Accounting and Corporate Regulatory Authority of Singapore as at 15 November 2009.

2 The Offeror will make the Offer for the Offer Shares at an offer price (the "Offer Price") of US$1.41 in cash for each Offer Share. The Offer Shares are to be acquired (a) fully-paid, (b) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever, and (c) together with all rights, benefits and entitlements attached thereto as at the date of this Announcement and hereafter attaching thereto (including the right to receive and retain all dividends and other distributions or return of capital (if any) which may be announced, declared, paid or made thereon by YRSL on or after the date of this Announcement). If any dividend, other distribution or return of capital is declared, made or paid on or after the date of this Announcement, the Offeror reserves the right to reduce the Offer Price by the amount of such dividend, distribution or return of capital. The Offer will be extended, on the same terms and conditions, to all new Shares unconditionally issued or to be issued pursuant to the valid exercise prior to the close of the Offer of any options (each, an "Option") to subscribe for new Shares granted under the Yantai Raffles Executive Share Option Scheme (which was approved and adopted by YRSL at an extraordinary general meeting held on 21 June 2006) (the "YRSL ESOS"). For the purpose of the Offer, the expression "Offer Shares" shall include such Shares. 3. CONDITIONS The Offer will be unconditional in all respects. Therefore, the Offer will not be conditional upon the level of acceptances which the Offeror may receive in respect of the Offer. 4. OPTIONS As at 30 September 2009, based on the latest information available to the Offeror, there are 3,851,006 outstanding Options granted under the YRSL ESOS. Under the rules of the YRSL ESOS, the Options are not freely transferable by the holders thereof. In view of this restriction, the Offeror will not make an offer to acquire the Options in connection with the Offer (although, as stated above, the Offer will be extended to all new Shares unconditionally issued or to be issued pursuant to the valid exercise of the Options prior to the close of the Offer). For the avoidance of doubt, the Offeror will not make a proposal for the Options in connection with the Offer. 5. INFORMATION ON THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT 5.1 The Offeror 5.2 CIMC The Offeror is an investment holding company incorporated in Hong Kong on 8 September As at the date of this Announcement, the Offeror has an issued and paid-up share capital of HK$10.00 comprising 10 ordinary shares which are held by CIMC HK. As at the date of this Announcement, the directors of the Offeror are (a) Jin Jianlong, (b) Yu Yuqun and (c) Wang Yu. CIMC was incorporated in 1980 in Shenzhen, People's Republic of China (the "PRC"), and was listed on the Shenzhen Stock Exchange in CIMC is a leading provider of transportation equipment manufacturing and services in mainland China. It manufactures and 2

3 supplies containers, trailers, tank equipment and airport equipment. It has over 100 subsidiaries and 47,000 staff in the PRC, North America, Europe, Asia and Australia. As at the date of this Announcement, the board of directors of CIMC is comprised of: (a) Fu Yuning (Chairman), (b) Li Jianhong (Director), (c) Mai Boliang (President), (d) Wang Hong (Director), (e) Xu Minjie (Director), (f) Qin Rongsheng (Independent Director), (g) Jin Qingjun (Independent Director) and (h) Xu Jing'an (Independent Director). 5.3 CIMC HK and Sharp CIMC HK is a private limited company incorporated in 1992 in Hong Kong, and is a major operating subsidiary of CIMC. CIMC HK is the sales agent for the container business of CIMC and is also the investment vehicle for the CIMC group of companies' container manufacturing businesses and overseas investments. As at the date of this Announcement, the board of directors of CIMC HK is comprised of: (a) Jin Jianlong, (b) Mai Boliang and (c) Zhao Qingsheng. Sharp, a wholly-owned subsidiary of CIMC HK, is an investment holding company incorporated in Hong Kong on 30 January As at the date of this Announcement, Sharp has an issued and paid-up share capital of HK$1.00 comprising one (1) ordinary share which is held by CIMC HK. As at the date of this Announcement, the directors of Sharp are (a) Jin Jianlong, (b) Yu Yuqun and (c) Wang Yu. 5.4 LK and BT LK and BT are companies incorporated in the British Virgin Islands through which Brian Chang holds a portion of his shares in YRSL. The principal business of both LK and BT is investment holding. As at the date of this Announcement, the sole director of LK is Brian Chang and the sole director of BT is Lotus Jong. 5.5 Shareholders' Agreement and Share Swap As at the date of this Announcement, Brian Chang (or his nominees), BT, LK and Yantai Shipyard Pte Ltd ("YSPL" and together with Brian Chang (or his nominees), BT and LK, the "BT Entities") are in aggregate the legal and beneficial owners of 95,829,600 Shares representing approximately per cent. of the issued share capital of YRSL, CIMC HK is the legal and beneficial owner of 22,619,350 Shares representing approximately 8.3 per cent. of the issued share capital of YRSL and Sharp is the legal and beneficial owner of 27,356,500 Shares representing approximately 10 per cent. of the issued share capital of YRSL. As such, as at the date of this Announcement, CIMC HK, Sharp (CIMC HK and Sharp together, the "CIMC Entities") and the BT Entities hold in aggregate 145,805,450 Shares, representing approximately per cent. of the issued share capital of YRSL. As at the date of this Announcement, the Offeror does not hold any Shares. For purposes of making the Offer, CIMC HK, Sharp, LK, BT and the Offeror (who are acting in concert for the purpose of the Offer) have entered into the Shareholders' Agreement to, inter alia, regulate their relationship inter se as eventual shareholders of the Offeror on the terms and conditions of the Shareholders' Agreement. The Shareholders' Agreement contains provisions such as those relating to board matters, board and shareholders reserved matters 3

4 (giving LK and BT veto/consent rights on certain board and shareholder matters in relation to the Offeror and its subsidiaries (which will include YRSL)), pre-emption and tag-along rights. Prior to the execution of the Shareholders' Agreement, Airtrust (Singapore) Pte Limited ("Airtrust"), an unrelated third party, had agreed to transfer all its 30,000 shares in YSPL (representing 10 per cent. of the issued share capital of YSPL) to Brian Chang (who holds 90 per cent. of the issued share capital of YSPL), and in consideration thereof, Lotus Jong (Brian Chang's sister) and Wynnie Chang (Brian Chang's daughter) agreed to transfer to Airtrust an aggregate of 1,920,000 Shares (equivalent to 10 per cent. of the 19,200,000 Shares held by YSPL) (the "Airtrust Transfer"). After the completion of the Airtrust Transfer, each of Lotus Jong and Wynnie Chang will hold 120,000 and 17,100 Shares respectively. Subject to the terms and conditions of the Shareholders' Agreement, it is intended that immediately after the close of the Offer, inter alia: (a) (b) in the event that the aggregate shareholding interests of CIMC HK, Sharp and the Offeror in YRSL is not more than 50 per cent. of the total issued Shares ("Majority Control") as at the close of the Offer, LK and BT shall procure the sale by the relevant BT Entities to CIMC HK and CIMC HK shall purchase from the relevant BT Entities, following the close of the Offer, such number of Shares (the "Transfer Shares") that is required to ensure CIMC HK, Sharp and the Offeror collectively have Majority Control of YRSL up to a maximum of 23,253,025 Shares (representing approximately 8.5 per cent. of the issued share capital of YRSL) (the "Transfer of Majority Control") if required, at US$1.41 per Transfer Share; and thereafter, LK and BT shall procure the transfer to the Offeror of such number of Shares held by the BT Entities (after a Transfer of Majority Control, if any) and the CIMC Entities shall transfer to the Offeror such number of Shares held by the CIMC Entities (after a Transfer of Majority Control, if any) and in consideration therein, the Offeror shall allot and issue such number of new shares in the Offeror on a 1:1 basis to (i) the BT Entities (and/or its or any of their nominated transferees which are permitted under the Shareholders' Agreement or a BT Entity) and (ii) CIMC HK ("Share Swap") in accordance with the terms of the Shareholders' Agreement, and that the completion of the Transfer of Majority Control (if any) and the Share Swap shall take place simultaneously on the same date. 6. INFORMATION ON YRSL YRSL was incorporated in 1994 in Singapore, and was admitted to the Norwegian Over-The- Counter ("NOTC") system, which is administered by the Norwegian Securities Dealers Association, in YRSL specialises in the construction of various offshore and marine projects which include jack-up drilling rigs, semi-submersible drilling rigs, floating production storage and offloading vessels, heavy lift vessels, pipe lay vessels and other prototype vessels. As at the date of this Announcement, the board of directors of YRSL is comprised of: (a) Mai Boliang (Chairman), (b) Brian Chang (Deputy Chairman and Chief Executive Officer), (c) Julian Chang (Executive Director), (d) Malcolm Chang (Executive Director), (e) Francis James Reidy (Independent Director), (f) Liu Chee Ming (Non-Executive Director), (g) Ang Kong Hua (Independent Director) and (h) Sum Soon Lim (Independent Director). As at 15 November 2009, YRSL has an issued and paid-up share capital of approximately S$594,416,914 comprising 273,565,000 Shares. 4

5 7. RATIONALE FOR THE OFFER The Offeror is making the Offer for the following reasons: 7.1 Allow the Offeror to acquire a majority interest in YRSL Through the Offer, CIMC wishes to increase its shareholding in YRSL and its subsidiaries (the "YRSL Group") and become the single largest shareholder of the YRSL Group. As the single largest shareholder of the YRSL Group, CIMC would like to achieve the following objectives: (a) Better align the strategic objectives of the YRSL Group with that of CIMC and its subsidiaries (the "CIMC Group") The CIMC Group is mainly engaged in the business of manufacturing and supplying containers, trailers, tank equipment and airport equipment. The YRSL Group is a leading offshore and marine fabrication specialist, specialising in the construction of various offshore and marine projects which include jack-up drilling rigs, semisubmersible drilling rigs, floating production storage and offloading vessels, heavy lift vessels, pipe lay vessels and other prototype vessels in the PRC. In recent years, CIMC has been planning to expand its business into the offshore engineering industry due to the strategic importance of the oil and gas industry to the PRC and the potential growth of the industry as offshore oil and gas exploration and production activities gain increasing importance. The equity acquisition of YRSL in 2008 was the first strategic investment made by CIMC in the industry. YRSL is one of the leading privately-owned builders of semi-submersible drilling rigs in the PRC. It has one of the largest and most modern offshore marine construction infrastructure in the world and has a team of highly skilled and experienced engineers for offshore marine services. The investment into YRSL allowed CIMC to cooperate with an established player and gain immediate exposure to the offshore marine industry. CIMC and the Offeror are of the view that the Offer represents an opportunity to better align the strategic objectives of the CIMC Group and the YRSL Group. As the new controlling shareholder of YRSL, the Offeror also intends for YRSL to become a platform for the implementation of CIMC's long-term strategy to be a leading offshore marine facilities manufacturer and to provide a broader foundation and stable path for development in this respect. (b) Tap the skills, experience and expertise of YRSL's current management In addition, the Offeror has a high regard for the skills and experience of the current management of YRSL, and one of the Offeror s key objectives is to retain and augment the current management team after the close of the Offer to continue to build upon the current businesses and operations of YRSL. 7.2 The Offer represents an opportunity for shareholders of YRSL to realise their investment CIMC is of the view that the Offer presents the shareholders of YRSL with an opportunity to realise their investment in the Shares for cash at a price that is at an approximately 15.9 per cent. premium to YRSL's closing share price of Norwegian Krone ("NOK") 6.90 (equivalent to US$1.22, based on the exchange rate of US$1:NOK 5.66 on 6 November 2009) on the NOTC on 6 November 2009 (being the last full day of trading in the Shares prior to the date of this Announcement). In addition, the trading liquidity of the Shares over the NOTC is low, with an average daily trading volume of approximately 37,994 Shares over the 12-month period 5

6 immediately preceding the date of this Announcement, representing approximately 0.01 per cent. of the issued share capital of YRSL. In view of the low trading liquidity, the Offer therefore represents an opportunity for the shareholders of YRSL to realise their investment in the Shares. 7.3 Effecting Liquidity Event As set out in the Shareholders' Agreement, it is the intention of the shareholders of the Offeror to effect a Liquidity Event on terms acceptable to each of them within an initial target period of three (3) years after the successful close of the Offer. In this Announcement, "Liquidity Event" means: (a) (b) (c) a single transaction involving the sale, transfer or other disposal of all the shares in the Offeror by the shareholders of the Offeror; a sale or disposition of the Offeror's shareholdings in YRSL or all or substantially all its assets; or the initial public offering of the shares of the Offeror or the Shares on a recognised stock exchange. 8. BENCHMARKING THE OFFER The information below relating to certain financial aspects of the Offer has been based on data extracted from Bloomberg on 15 November The Offer Price represents: Description Last transacted price per Share on the NOTC on 6 November 2009 (being the last full day of trading in the Shares prior to the date of this Announcement) Volume weighted average price per Share on the NOTC ("VWAP") for the one month period prior to the date of the last full day of trading in the Shares prior to the date of this Announcement (7 October 2009 to 6 November 2009) VWAP for the three month period prior to the date of the last full day of trading in the Shares prior to the date of this Announcement (11 August 2009 to 6 November 2009) Share Price (NOK) Premium of Offer Price of US$1.41 to Share Price (based on the exchange rate of US$1:NOK5.66 on 6 November 2009) % % % 6

7 VWAP for the six month period prior to the date of the last full day of trading in the Shares prior to the date of this Announcement (25 May 2009 to 6 November 2009) % 9. WITHDRAWAL FROM THE NOTC SYSTEM AND COMPULSORY ACQUISITION 9.1 Withdrawal from the NOTC system Under the rules of the NOTC system, the minimum float requirement for being admitted to the NOTC system is 50 shareholders. A company which is admitted to the NOTC system and has been acquired will automatically be removed from the system following an application from the acquirer provided that the acquisition encompasses more than 90 per cent. of the shares in the company. A company admitted to the NOTC system may also be removed from the system following an application from the company itself, provided that the shareholders of the company in general meeting have approved such application with at least a two-thirds majority. In the event that the Offeror obtains more than 90 per cent. of the Shares as at the close of the Offer, YRSL is expected to be removed from the NOTC-list. In this regard, an application will be made to the NOTC for YRSL to be removed from the NOTC system shortly after the close of the Offer. In the event that the Offeror does not obtain more than 90 per cent. of the Shares as at the close of the Offer, the Offeror may still consider removing YRSL from the NOTC-list. In this regard, a shareholders meeting of YRSL may be held after the close of the Offer to approve the application for the removal of YRSL. 9.2 Compulsory acquisition It is the intention of the Offeror to obtain a controlling interest in YRSL. If, during the period of the Offer, the Offeror receives acceptances and/or acquires Shares representing not less than 90 per cent. of the Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer), the Offeror intends to exercise its rights of compulsory acquisition under section 215(1) of the Companies Act, Chapter 50 of Singapore, and thereafter make an application for the removal of YRSL from the NOTC system. 10. DISCLOSURES OF SHAREHOLDINGS AND DEALINGS As at the date of this Announcement: (a) assuming completion of the Airtrust Transfer has taken place: (i) the BT Entities are in aggregate the legal and beneficial owners of 95,829,600 Shares representing approximately per cent. of the issued share capital of YRSL as set out in Part A of Appendix I; and (ii) certain close relatives of Brian Chang as set out in Part B of Appendix I (the "BC Relatives") are in aggregate the legal and beneficial owners of 5,233,392 Shares representing approximately 1.91 per cent. of the issued share capital of YRSL; (b) CIMC HK is the legal and beneficial owner of 22,619,350 Shares representing approximately 8.27 per cent. of the issued share capital of YRSL; 7

8 (c) (d) Sharp is the legal and beneficial owner of 27,356,500 Shares representing approximately 10 per cent. of the issued share capital of YRSL; and the Offeror does not hold any Shares. As at the date of this Announcement, assuming completion of the Airtrust Transfer, (a) CIMC, CIMC HK, Sharp, the Offeror, and their respective directors and wholly-owned subsidiaries, (b) the BT Entities and their respective directors and wholly-owned subsidiaries, (c) the BC Relatives and (d) Goldman Sachs, being the Offeror's financial adviser in respect of the Offer (each, a "Relevant Person") collectively own, control or have agreed to acquire an aggregate of 151,038,742 Shares, representing approximately per cent. of the total number of Shares. As at the date of this Announcement, Goldman Sachs does not hold any Shares. Save as disclosed in this Announcement, none of the Relevant Persons (a) owns, controls or has agreed to acquire any Shares or securities which carry voting rights in YRSL or securities which are convertible into Shares or securities which carry voting rights in YRSL, or rights to subscribe for or options in respect of such Shares or securities or (b) has received any irrevocable undertaking from any party to accept or reject the Offer, as at the date of this Announcement. In the interests of confidentiality, each of the Offeror, CIMC, CIMC HK, Sharp and the BT Entities has not made enquiries in respect of certain other parties who are or may be deemed to be acting in concert with it in connection with the Offer and under the Code. Similarly, Goldman Sachs has also not made any enquiries in respect of other members of the Goldman Sachs group. Further enquiries will be made of such persons and the relevant disclosures will be made in due course subsequently and in the Offer Document. 11. OVERSEAS SHAREHOLDERS This Announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law. The Offer will be made solely by the Offer Document and the relevant form(s) of acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Announcement is released, published or distributed should inform themselves about and observe such restrictions. Copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where the making of or the acceptance of the Offer would violate the law of that jurisdiction ("Restricted Jurisdiction") and will not be capable of acceptance by any such use, instrumentality or facility within any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. The Offer (unless otherwise determined by the Offeror and permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of 8

9 interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. The availability of the Offer to shareholders of YRSL whose addresses are outside Singapore as shown in the register of members of YRSL ("Overseas YRSL Shareholders") may be affected by the laws of the relevant overseas jurisdictions in which they are located. Accordingly, the Overseas YRSL Shareholders should inform themselves of, and observe, any applicable requirements. Where there are potential restrictions on sending the Offer Document and the relevant form(s) of acceptance accompanying the Offer Document to any overseas jurisdiction, the Offeror and Goldman Sachs reserve the right not to send these documents to Overseas YRSL Shareholders in such overseas jurisdictions. For the avoidance of doubt, the Offer will be open to all shareholders of YRSL holding Offer Shares including those to whom the Offer Document and the relevant form(s) of acceptance may not be sent. Further details in relation to Overseas YRSL Shareholders will be contained in the Offer Document. 12. CONFIRMATION OF FINANCIAL RESOURCES Goldman Sachs, as financial adviser to the Offeror, confirms that sufficient financial resources are available to the Offeror to satisfy in full all acceptances in respect of the Offer. 13. OFFER DOCUMENT The formal Offer Document setting out the terms and conditions of the Offer and enclosing the relevant form(s) of acceptance will be despatched to holders of the Offer Shares not earlier than 14 days and not later than 21 days from the date of this Announcement. Shareholders of YRSL are advised to exercise caution when dealing in the Shares. 14. ANNOUNCEMENTS All announcements by or on behalf of the Offeror relating to or in connection with the Offer subsequent to this Announcement will be posted on the YRSL website at and, where permitted, on the website of the Norwegian Securities Dealers Association at as well. 15. RESPONSIBILITY STATEMENT The directors of CIMC and the directors of Offeror (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading. Where any information has been extracted from published or otherwise publicly available sources or obtained from YRSL, the sole responsibility of the directors of CIMC and the directors of the Offeror has been to ensure that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement. The directors of CIMC and the directors of the Offeror jointly and severally accept responsibility accordingly. 9

10 Issued by Goldman Sachs (Singapore) Pte. for and on behalf of Bright Day Limited 16 November 2009 For more information, please contact during office hours: Goldman Sachs (Singapore) Pte. Ms. Boon-Kee TAN COO & Executive Director SE Asia Investment Banking Tel: Forward-Looking Statements All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Offeror's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and none of the Offeror, CIMC and Goldman Sachs undertakes any obligation to update publicly or revise any forward-looking statements. 10

11 APPENDIX I PART A SHAREHOLDING OF THE BT ENTITIES Assuming completion of the Airtrust Transfer, the BT Entities who are in aggregate the legal and beneficial owners of 95,829,600 Shares representing approximately per cent. of the issued share capital of YRSL are: Name Number of Shares Percentage Brian Chang (and his nominees) 15,350, % BT 9,521, % LK 51,758, % YSPL 19,200, % PART B SHAREHOLDING OF THE BC RELATIVES Assuming completion of the Airtrust Transfer, the BC Relatives who are in aggregate the legal and beneficial owners of 5,233,392 Shares representing approximately 1.91 per cent. of the issued share capital of YRSL are: Name Number of Shares Percentage Annie Yap Foi Fong nee Annie Chang 1,000, % Julian Chang 1,050, % Lotus Jong 120, % Lawrence Chang 1,000, % Malcolm Chang 1,041, % Tracy Chang 1,005, % Wynnie Chang 17, % 11