DEFINITIONS. In this document, unless the context otherwise requires, the following expressions have the following meanings:

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1 In this document, unless the context otherwise requires, the following expressions have the following meanings: Accountants Report Airocean AOE Freight AOE Freight (Shenzhen) Articles of Association or Articles the accountants report set out in Appendix I to this document Airocean Group Limited, a company incorporated in Singapore with limited liability, which shares were listed on the Singapore Exchange Limited in 2000 but were subsequently delisted in 2006, and wholly-owned by A-Sonic Logistics Solutions Pte. Ltd., a company incorporated in Singapore with limited liability and an Independent Third Party AOE Freight (HK) Limited ( ), a limited liability company incorporated in Hong Kong on 30 April 1991 and ( ) (AOE Freight (Shenzhen) Limited), a limited liability company established in the PRC on 18 November 2004 and wholly-owned by AOE Freight the articles of association of our Company adopted on 28 June 2011 and as amended from time to time, a summary of which is set out in Appendix IV to this document ASR Champion ASR Champion Limited, a limited liability company incorporated in the BVI on 3 June 2011 and wholly-owned by our Company, and an intermediate holding company in our Group ASR Europe ASR Europe Logistics Limited, a limited liability company incorporated in Hong Kong on 15 September 2010, being 60% owned by ASR Limited and 40% owned by Mr. Ritola ASR Infrastructure ASR Infrastructure Limited, a limited liability company incorporated in Hong Kong on 25 March 2011 and ASR Limited ASR Logistics ASR Limited, a limited liability company incorporated in Hong Kong on 24 May 2005 and indirectly wholly-owned by our Company and formerly known as AOE Logistics Limited ( ) and ASR Holdings Limited ( ) ASR Logistics Limited ( ), a limited liability company incorporated in Hong Kong on 24 January 2007 and 13

2 ASR Victory ASR Victory Shares ASR Worldwide ASRCO associate(s) Baht ASR Victory Limited, a limited liability company incorporated in the BVI on 3 June 2011, being 33.33% owned by Mr. Yu, 33.33% owned by Mr. Mak and 33.33% owned by Mr. Law as at the Latest Practicable Date, and a Controlling Shareholder share(s) of US$1.00 each in the share capital of ASR Victory ASR Worldwide Logistics Limited, a limited liability company incorporated in Hong Kong on 3 April 2008, being 60% owned by ASR Limited and 40% owned by Worldwide Logistics ASRCO Logistics Limited ( ), a limited liability company incorporated in Hong Kong on 3 November 2009 and has the meaning ascribed thereto under the Listing Rules Thai Baht, the lawfully currency of Thailand Bluestream Aviation Bluestream Aviation Limited, a limited liability company incorporated in Hong Kong on 11 March 2008 and wholly-owned by OA Cargo Board or Board of Directors Boeing Business Day(s) BVI CAD CAGR CAO Cayman Islands Companies Law CEPA China Pacific the board of Directors of our Company The Boeing Company any day(s) (excluding Saturdays, Sundays and public holidays) in Hong Kong on which licensed banks in Hong Kong are generally open for normal banking business to the public the British Virgin Islands Civil Aviation Department of Hong Kong compound annual growth rate the Carriage by Air Ordinance (Chapter 500 of the Laws of Hong Kong) the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands Closer Economic Partnership Arrangement, the first free trade agreement entered into between the government of Hong Kong and the PRC on 29 June 2003 China Pacific Logistics (H.K.) Limited ( ( ) ), a limited liability incorporated in Hong Kong on 23 January 2002 and wholly-owned by Mega Hero 14

3 CICA Companies Ordinance or Hong Kong Companies Ordinance Convention on International Civil Aviation, which was signed on 7 December 1944 in Chicago, Illinois and established certain rules of airspace, aircraft registration and safety the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented, consolidated or otherwise modified from time to time Company or our Company ASR Holdings Limited ( ), an exempted company incorporated with limited liability under the laws of the Cayman Islands on 28 June 2011 Connected Person(s) Controlling Shareholder(s) CPA DGR Director(s) EU FIE Founders GDP Group or our Group has the meaning ascribed to it under the Listing Rules has the meaning ascribed to it under the Listing Rules and, in the context of our Company, means the Founders and ASR Victory, details of whose shareholdings are set forth in the section headed Substantial Shareholders and the section headed Further information about our Directors, senior management, staff, Substantial Shareholders and experts in Appendix V to this document certified public accountant Dangerous Goods (Consignment By Air) (Safety) Regulations (Chapter 384A of the Laws of Hong Kong) the director(s) of our Company the European Union Foreign Invested Enterprise collectively, Mr. Yu, Mr. Mak and Mr. Law, who are our executive Directors and Controlling Shareholders, and Founder shall mean any or any combination of them gross domestic product our Company and our subsidiaries or, where the context so requires, in respect of the period prior to our Company becoming the holding company of our present subsidiaries, the present subsidiaries of our Company 15

4 HAFFA HAFFA FTCs HK$ or HK dollars or HK cents Hong Kong or HK Hong Kong Legal Adviser IATA ICSC IMF Independent Third Party (ies) INEDs Japan Legal Adviser JPY Latest Practicable Date Macau Hongkong Association of Freight Forwarding and Logistics Limited, a non-profit making organisation founded in 1966, which promotes the overall logistics service industry (whether by air, sea or land) in Hong Kong, coordinates and liaises with various government authorities for its members as well as providing educational courses for the logistics service industry HAFFA Form of Trading Conditions Hong Kong dollars and cents, respectively, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC Cheng Wong Lam & Partners in association with Nixon Peabody LLP and Hylands Law Firm, the legal advisers to our Company as to Hong Kong laws the International Air Transport Association, which was founded in April 1945 with the principal purpose of promoting safe, regular and economical air transport Integrated Cargo Solutions China Limited, a limited liability incorporated in Hong Kong on 7 December 2006 and wholly-owned by Mega Hero International Monetary Fund person(s) or company(ies) which are independent of and not connected with any of our Directors, chief executives of our Company, our Substantial Shareholders, directors and shareholders of any other member of our Group, our Connected Persons and their respective associates, and Independent Third Party means any of them the independent non-executive Directors Tozai Sogo Law Office, the legal advisers to our Company as to Japan laws Japanese Yen, the lawful currency of Japan 22 December 2011, being the latest practicable date for the inclusion of certain information in this document prior to its publication the Macau Special Administrative Region of the PRC 16

5 Macau Legal Adviser SÁ CARNEIRO PINHEIRO TORRES & ASSOCIADOS, Lawyers & Private Notaries, the legal advisers to our Company as to Macau laws Malaysia Legal Adviser Mega Hero Memorandum of Association or Memorandum MOFCOM Ho & Ho Advocates & Solicitors, the legal advisers to our Company as to Malaysia laws Mega Hero Investments Limited, a limited liability company incorporated in the BVI on 3 March 2011, an Independent Third Party the memorandum of association of our Company (the Ministry of Commerce of the PRC) Montreal Convention the Convention for the Unification of Certain Rules for International Carriage by Air signed at Montreal on 28 May 1999 MOP Mr. Law Mr. Mak Mr. Ritola Mr. Yu OA Cargo OA Cargo (HK) Macau Patacas, the lawful currency of Macau Mr. Law Kai Lo, Niki ( ), one of the Founders, an executive Director and our Controlling Shareholder Mr. Mak Chi Hung, Richard ( ), one of the Founders, an executive Director and our Controlling Shareholder Mr. Ritola, Jouni Juhani, a director of ASR Europe who is the beneficial owner of 40% shareholding in ASR Europe Mr. Yu Ho Yuen, Sunny ( ), one of the Founders, the chairman and chief executive officer of our Company, an executive Director as well as our Controlling Shareholder OA Cargo Limited, a limited liability company incorporated in Hong Kong on 22 January 2007, and formerly known as International GSA Limited OA Cargo (HK) Limited, a limited liability company incorporated in Hong Kong on 4 October 2010 and wholly-owned by OA Cargo Pacific Empire (BVI) Pacific Empire International Limited, a limited company incorporated in the BVI on 8 April 2002 and wholly-owned by ASR Limited 17

6 Pacific Empire (HK) Pacific Empire (HK) Limited, a limited liability company incorporated in Hong Kong on 1 December 2010 and wholly-owned by OA Cargo Pacific Empire (Macau) Pacific Empire (Shenzhen) Pacific Empire Cargo Pacific Empire International Limited ( ), a limited company incorporated in Macau on 22 September 2005 and ( ) (Pacific Empire International (Shenzhen) Limited), a limited liability company established in the PRC on 8 August 2008 and wholly-owned by Starlite Express Pacific Empire Cargo Limited, a limited liability company incorporated in Hong Kong on 18 August 2009 and wholly-owned by OA Cargo Polygain Polygain Investment Limited ( ), a limited liability company incorporated in Hong Kong on 11 August 2008, being 50% owned by Mr. Chan Kar Lok and 50% owned by Mr. Sun Chi Chung, both being Independent Third Parties PRC or China the People s Republic of China which, for the purposes of this document only, excludes Hong Kong, Macau and Taiwan PRC government the government of the PRC including all governmental subdivisions (including provincial, municipal and other regional or local government entities) thereof and organisation of such government or, as the context requires, any of them PRC Legal Adviser (AllBright Law Offices), the legal advisers to our Company as to PRC laws Precise China (BVI) Precise China Investments Limited, a limited company incorporated in the BVI on 18 September 2003 and Reorganisation RMB or Renminbi SAFE SFC the corporate reorganisation of our Group conducted in preparation for the [ ], details of which are set out in the section headed History and corporate development Reorganisation Renminbi, the lawful currency of the PRC (the State Administration of Foreign Exchange of the PRC) Securities and Futures Commission of Hong Kong 18

7 SFO Share(s) Shareholder(s) sq. ft. sq. m. Star Cargo (Japan) Star Cargo (Taiwan) Star Cargo (Thailand) Star Pac (Malaysia) Star Pacific Starlite Express State Council Stock Exchange or Hong Kong Stock Exchange subsidiary or subsidiaries Substantial Shareholder(s) Taiwan Legal Adviser Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time share(s) of HK$0.01 each in the share capital of our Company holder(s) of issued Share(s) square feet square metre Star Cargo (Star Cargo (Japan) Limited), a limited liability company incorporated in Japan on 6 July 2009 and wholly-owned by OA Cargo (Star Cargo (Taiwan) Limited), a limited liability company incorporated in Taiwan on 30 June 2009 and wholly-owned by OA Cargo Star Cargo (Thailand) Limited, a limited liability company incorporated in Thailand on 25 January 2010 and Star Pac Logistics Sdn. Bhd., a limited liability company incorporated in Malaysia on 19 May 2009 and wholly-owned by Star Pacific Star Pacific Logistics Limited ( ), a limited liability company incorporated in Hong Kong on 11 January 2008 and Starlite Express International Limited ( ), a limited liability company incorporated in Hong Kong on 31 October 2003 and wholly-owned by Precise China (BVI) (the State Council of the PRC) The Stock Exchange of Hong Kong Limited has the meaning ascribed thereto in section 2 of the Hong Kong Companies Ordinance has the meaning ascribed thereto under the Listing Rules (Grace T.Z. Huang, Attorney at Law), the legal advisers to our Company as to Taiwan laws Co 3rd Sch(2) 19

8 Takeovers Code Thailand Legal Adviser Track Record Period TWD U.S., USA or United States US$ or US dollar(s) we, us or our WFOE Worldwide Logistics the Code on Takeovers and Mergers issued by the SFC, as amended, supplemented or otherwise modified from time to time Wissen & Co Ltd. Lawyers, the legal advisers to our Company as to Thailand laws the three financial years ended 31 December 2008, 2009 and 2010 and the six months ended 30 June 2011 New Taiwan Dollars, the lawful currency of Taiwan the United States of America United States dollar(s), the lawful currency of the U.S. our Company or our Group (as the case may be) Wholly Foreign Owned Enterprise, a limited liability company wholly owned by the foreign investor(s) Worldwide Logistics Limited ( ), a limited liability company incorporated in Hong Kong on 5 January 2001, being 60% owned by Mr. Joseph Patrick Monaghan and 40% owned by Mr. Fong Wai Ming Francis Willy, both being Independent Third Parties % or per cent per centum or percentage For ease of reference, the names of the PRC established companies or entities have been included in this document in both Chinese and English languages. 20

DEFINITIONS. In this prospectus, the following expressions and terms shall have the meanings set out below unless the context otherwise requires.

DEFINITIONS. In this prospectus, the following expressions and terms shall have the meanings set out below unless the context otherwise requires. In this, the following expressions and terms shall have the meanings set out below unless the context otherwise requires. 3D Accountant s Report actinginconcert AL Design AL Group International Application