SHANGHAI JINMING INVESTMENT GROUP CO., LTD.

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1 SHANGHAI JINMING INVESTMENT GROUP CO., LTD. 29 December 2010 To: The Shareholders of ASA Group Holdings Ltd. Dear Sir/Madam DELISTING OF ASA GROUP HOLDINGS LTD. (COMPANY) EXIT OFFER LETTER 1. INTRODUCTION 1.1 On 5 March 2008, the Company was placed under the watch-list by the Singapore Exchange Securities Trading Limited (SGX-ST). Pursuant to Rule 1315 of the Listing Manual of the SGX-ST (Listing Manual), the Company received a notification from the SGX-ST on 2 March 2010 requiring the Company to be delisted from the Main Board of the SGX-ST (Delisting). 1.2 Pursuant to Rule 1306 (read with Rule 1309) of the Listing Manual, the controlling shareholder of the Company is required to make an exit offer to the shareholders of the Company (Shareholders). 1.3 On 15 June 2010, the Company announced that the SGX-ST gave its approval for Shanghai Jinming Investment Group Co., Ltd. (Offeror or Shanghai Jinming) to be granted a 9-month extension from 30 June 2010 to 31 March 2011 to complete the cash exit offer to the Shareholders under Rule 1306 of the Listing Manual, subject to, inter alia, a monthly update by the Company of the progress of the cash exit offer. 1.4 On 24 December 2010 (Joint Announcement Date), the Company and the Offeror jointly announced that the directors of the Company (Company Directors) had received a proposal from the Offeror to make an exit offer (Exit Offer) to the Shareholders. This letter (Exit Offer Letter) containing the terms of the Exit Offer together with the relevant acceptance forms (Acceptance Forms, any of them an Acceptance Form) are despatched to you by the Offeror. You are advised to read this Exit Offer Letter carefully. Under the terms of the Exit Offer, the Offeror will make the Exit Offer at the exit offer price of S$0.04 in cash for each Share (Exit Offer Price). 1.5 Exit Offer Letter. This Exit Offer Letter sets out the terms of the Exit Offer by the Offeror to acquire all the issued ordinary shares (Shares) in the capital of the Company other than those Shares already owned, controlled or agreed to be acquired by the Offeror (Offer Shares). The Exit Offer is only available for acceptance by the relevant Shareholder to whom this Exit Offer Letter is addressed. The Exit Offer Letter and the Acceptance Forms shall not be construed as, may not be used for the purpose of, and do not constitute, a notice or proposal or advertisement or an offer or invitation or solicitation in any jurisdiction or in any circumstances in which such notice or proposal or advertisement or an offer or invitation or solicitation is unlawful or unauthorised, or to any person to whom it is unlawful to make such a notice or proposal or advertisement or an offer or invitation or solicitation. Accordingly, persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in or to any such overseas jurisdiction. 1

2 1.6 Terms and References. All references to a time of day or date in this Exit Offer Letter are a reference to Singapore time and date, unless otherwise stated. 1.7 Caution. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Exit Offer Letter. If you are in any doubt about the Exit Offer, you should consult your stockbroker, bank manager, solicitor or other professional adviser immediately. 2. THE EXIT OFFER The Offeror hereby makes the offer to acquire all the Offer Shares on the terms and subject to the conditions set out in this Exit Offer Letter (including the Acceptance Forms), and on the following basis: 2.1 Exit Offer Price. The consideration for each Offer Share is S$0.04 in cash. This Exit Offer Price is applicable to any number of Offer Shares tendered in acceptance of the Exit Offer. 2.2 No Encumbrances. The Offer Shares will be acquired: (a) (b) (c) fully paid; free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever; and together with all rights, benefits and entitlements attached thereto as at the Joint Announcement Date, and thereafter attaching thereto (including the right to receive all dividends and other distributions, if any, announced, declared, paid or made thereon by the Company on or after the Joint Announcement Date). 2.3 Acceptances. Shareholders may choose to accept the Exit Offer in respect of all or part of their holdings of the Offer Shares. Each Shareholder who accepts the Exit Offer will receive S$40 for every 1,000 Offer Shares tendered for acceptance under the Exit Offer. The Exit Offer is not conditional upon a minimum number of acceptances being received. 2.4 Warranty. Acceptance of the Exit Offer will be deemed to constitute an unconditional and irrevocable warranty by the accepting Shareholder that each Offer Share in respect of which the Exit Offer is accepted and sold by the accepting Shareholder, as or for or on behalf of the beneficial owner(s), is fully paid and free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever, and together with all the rights, benefits and entitlements attached thereto as at the Joint Announcement Date and thereafter attaching thereto, including the right to receive all dividends and other distributions, if any, which may be announced, declared, paid or made thereon by the Company on or after the Joint Announcement Date. 2.5 Duration. The Exit Offer will be open for acceptance by Shareholders for a period of 21 days after the despatch of this Exit Offer Letter. Accordingly, the Exit Offer will close at 5.30 p.m. on 19 January 2011 (Closing Date). The Offeror does not intend to extend the Closing Date. 2.6 Conditions. There are no conditions attached to the Exit Offer. 2

3 3. INFORMATION ON THE COMPANY AND THE GROUP The Company was incorporated in Singapore on 21 November 1995 and was listed on the Main Board of the SGX-ST on 1 June The Company is one of the leading ceramic producers in Asia. The Company has 3 main subsidiaries in China, namely, Shanghai ASA Ceramic Co., Ltd, Shandong ASA Ceramic Co., Ltd and Shanghai Fortune Ceramic Co., Ltd. They specialize in producing products such as high-end wall and floor tiles and large scale century stones. Additional information on the Company is set out in Appendix III of this Exit Offer Letter. 4. BENCHMARKING THE EXIT OFFER 4.1 Premium over the market price of the Shares. The Exit Offer Price represents a premium of S$0.02 over the last traded price of the Shares which was at S$ Discount over Net Tangible Asset Value. The following comparisons of the price to net tangible asset value (P/NTA) ratio implied by the Exit Offer Price with comparable companies listed on the exchanges in Asia (excluding Japan) that are broadly comparable with the Group (Comparable Companies) are set out below: Market Capitalisation as at the Latest Practicable Date Comparable Companies (S$ million) P/NTA (1) (times) Champion Building Materials Co., Ltd (2) 1.55 Chang Yih Ceramic Joint Stock Company 4.20 (3) 0.61 Shanghai CIMIC Tile Co., Ltd 1, (4) 7.81 High 7.81 Low 0.61 Mean 3.32 Median 1.55 Company (5) Source: Bloomberg, annual reports and company financial results announcements Notes: (1) NTA figures are based on latest available published financial statements as at the Latest Practicable Date. (2) The market capitalisation has been re-calculated based on Bloomberg s TWD/S$ exchange rate of TWD per S$1.00 as of the Latest Practicable Date. (3) The market capitalisation has been re-calculated based on Bloomberg s VND/S$ exchange rate of VND14,848 per S$1.00 as of the Latest Practicable Date. (4) The market capitalisation has been re-calculated based on Bloomberg s RMB/S$ exchange rate of RMB5.071 per S$1.00 as of the Latest Practicable Date. (5) The consolidated NTA of the Company has been re-calculated based on Bloomberg s RMB/S$ exchange rate of RMB5.071 per S$1.00 as of the Latest Practicable Date. Based on the above, the P/NTA ratio implied by the Exit Offer Price of 0.90 times is within the range of P/NTA ratios of the Comparable Companies but is lower than the mean and median P/NTA ratios of the Comparable Companies. 3

4 5. INFORMATION IN RESPECT OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS 5.1 Independence of Directors. All Company Directors, except for Mr Lu Weijian (Interested Director), are independent for the purposes of the Exit Offer and shall be referred to as Independent Directors. The Independent Directors are required to make a recommendation to the Shareholders in respect of the Exit Offer. An application has been submitted to the Securities Industry Council (SIC) on 5 May 2010 to seek exemption for the Interested Director from the requirement to make a recommendation to the Shareholders on the Exit Offer. The SIC had ruled on 31 May 2010 that the Interested Director is exempted from the requirement to make a recommendation to the Shareholders on the Exit Offer. The Interested Director will still assume responsibility for the accuracy of facts stated and opinions expressed in documents and advertisements issued by, or on behalf of the Company to the Shareholders, including information contained in announcements, documents and advertisements issued by or on behalf of the Company in connection with the Exit Offer. Interests of Company Directors. The interests of the Company Directors who have an interest, direct or indirect, in the Shares as at 15 December 2010 (Latest Practicable Date) are set out below: Number of Shares Direct Deemed Company Director Interest Interest Total % (1) Lu Weijian (2) 51,897,862 51,897, Notes: (1) Based on the total issued and paid up ordinary share capital comprising 212,900,000 ordinary shares as at the Latest Practicable Date. (2) Mr Lu Weijian holds 20% of the equity interest in the Offeror. Accordingly, Mr. Lu Weijian is deemed to have an interest in the shares held by the Offeror by virtue of section 7 of the Companies Act. 5.3 Interests of Substantial Shareholders. The interests of the substantial shareholders who have an interest, direct or indirect, in the Shares as at the Latest Practicable Date are set out below: Number of Shares Direct Deemed Substantial Shareholder Interest Interest Total % Shanghai Jinming 51,897,862 51,897, Mr Ng Shek Yam 24,947,000 10,700,000 (1) 35,647, Mr Poh Choo Bin 21,619,000 21,619, Hong Kong Jin Ming 10,700,000 10,700, Investment Limited Notes: (1) Mr Ng Shek Yam is deemed interested in the 10,700,000 shares held by Hong Kong Jin Ming Investment Limited, which is his own private company, due to his shareholdings of 100% in Hong Kong Jin Ming Investment Limited. Mr Ng Shek Yam has indicated that he will not be making an exit offer. He is not a concert party of the Offeror. The Offeror is a controlling shareholder who in fact exercises control over the Company. As such, the Offeror will be making the Exit Offer solely. 5.4 Dealings by Company Directors. The Company Directors have not dealt in the (i) Shares, (ii) securities carrying voting rights in the Company, or instruments convertible into or rights to subscribe for or options in respect of (i) and (ii) during the period commencing six (6) months prior to the Joint Announcement Date and ending on the Latest Practicable Date. 4

5 6. THE OFFEROR 6.1 Information on the Offeror. The Offeror started its business in Chaozhou in It expanded its business to Shanghai in 1993 and was later incorporated in Shanghai in It engages in property, industrial investments as well as domestic trading. The Offeror has business operations in diverse sectors, including property development, property management, property consultancy, hotel management, domestic trade, asset management and industrial manufacturing. Additional information on the Offeror can be found in Appendix IV of this Exit Offer Letter. 6.2 Offeror s Intentions. Following the close of the Exit Offer, the Offeror will continue to grow the Group s business to enable its return to profitability. The Offeror has no immediate plans for changes to the existing businesses or employees of the Group or to redeploy the fixed assets of the Group save as those required to return the Group to profitability or in the ordinary course of business. The Offeror does not currently plan to transfer the shares acquired through this Exit Offer to any other persons. 7. FINANCIAL EFFECTS OF THE EXIT OFFER Based on the audited consolidated balance sheet of the Company as at 31 December 2009, the NTA was approximately RMB 59,421,000 or S$ (RMB ) per Share. The Exit Offer Price represents a discount of approximately 30% over the audited NTA per Share as at 31 December Based on the unaudited balance sheet of the Group as at 30 June 2010, the NTA of the Group was RMB48.13 million (equivalent to S$9.49 million) which implies a NTA per Share of approximately RMB (equivalent to S$0.0446). The Exit Offer Price represents a discount of approximately 10.31% to the NTA per Share as at 30 June Based on the audited consolidated income statement of the Company for the year ended 31 December 2009, the basic earnings per share (EPS) was RMB Based on the unaudited income statement of the Group for the 6-months ended 30 June 2010, the basic EPS was RMB Since the EPS is negative, there is no basis to compare the Exit Offer Price with the EPS. The objective of presenting the financial effects of the Exit Offer as shown above is to provide a comparison of the Exit Offer Price against the NTA per Share had the Exit Offer been completed at the dates indicated above. 8. NO ALTERNATIVE OFFER As at the Latest Practicable Date, there is no publicly available evidence of any alternative offer for the Shares. Further, the Company Directors have also confirmed that as at the Latest Practicable Date, apart from the Exit Offer, they have not received any other offer from any other party. 9. CONFIRMATION OF FINANCIAL RESOURCES Overseas Chinese Banking Corporation Limited, in connection with the Exit Offer, has confirmed that sufficient financial resources are available to the Offeror to satisfy full acceptance by the holders of the Offer Shares of the Exit Offer on the basis of the Exit Offer Price. 5

6 10. IMPLICATIONS OF DELISTING FOR SHAREHOLDERS AND COMPULSORY ACQUISITION 10.1 Implications of Delisting for Shareholders. Shareholders should note that following the Delisting, Shareholders who do not accept the Exit Offer will continue to hold shares in the Company, which will then be an unlisted company. Shares of unlisted companies are generally valued at a discount to the shares of comparable listed companies due to the lack of marketability. Following the Delisting, it is likely to be difficult for Shareholders who do not accept the Exit Offer to sell their Shares in the absence of a public market for the Shares, as there is no arrangement for the Shareholders to exit. Following the Delisting, even if such Shareholders were able to sell their Shares, they would likely receive a lower price as compared with the Exit Offer Price. Following the Delisting, the Company will no longer be obliged to comply with the listing requirements of the SGX-ST, in particular the Listing Manual Compulsory Acquisition of Shares. The Company is incorporated in Singapore. The Offeror may pursue any rights of compulsory acquisition that arise under the Companies Act (Chapter 50 of Singapore) (Companies Act) as a result of the Exit Offer. Under Section 215 of the Companies Act, in the event that the Exit Offer has, within 4 months from the date of the Exit Offer, been accepted by Shareholders (Consenting Shareholders) of not less than 90% in value of the Offer Shares excluding the Shares already held, at the date of the Exit Offer, by the Offeror, its nominees, its subsidiary or its subsidiary s nominees, and any treasury Shares (Approval Threshold), then the Offeror may, at any time, within two months commencing from the date of which the Approval Threshold is achieved give notice to any dissenting shareholder that it desires to compulsorily acquire the remaining Offer Shares of such dissenting shareholder at the Exit Offer Price. The Offeror intends to compulsorily acquire all the Shares not tendered in acceptance of the Exit Offer pursuant to section 215 of the Companies Act if it is entitled to do so. Shareholders who wish to exercise their rights under Section 215 of the Companies Act are advised to seek independent professional advice. 11. ADVICE OF THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT DIRECTORS NRA Capital Pte. Ltd. (NRA Capital) has been appointed as the independent financial adviser to the Independent Directors in relation to the Exit Offer. NRA Capital s letter (IFA Letter) setting out the advice of NRA Capital to the Independent Directors is set out in Appendix II to this Exit Offer Letter. Shareholders are advised to read and consider carefully, in its entirety, the advice of NRA Capital contained in the IFA Letter to the Independent Directors. An extract of the IFA Letter is reproduced in italics below: In arriving at our opinion in respect of the Exit Offer, we have take into account, inter alia, the following key considerations: (a) the Exit Offer Price is higher than (i) the VWAP of the Shares over the 2-month period and 1- month period prior to the Last Trading Date; (ii) the VWAP of the Shares on the Last Trading Date; and (iii) the last traded price of the Shares on the Last Trading Date. However, the Exit Offer Price is lower than the VWAP of the Shares over the 1-year period, 6-month period and 3-month period prior to the Last Trading Date; (b) the P/NTA ratio implied by the Exit Offer Price is within the range of P/NTA ratios of the Comparable Companies but is lower than the mean and median P/NTA ratios of the Comparable Companies; 6

7 (c) (d) (e) (f) the premium implied by the Exit Offer Price over (i) the last traded price of the Shares on the Last Trading Date; and (ii) the VWAP of the Shares for the 1-month period prior to the Last Trading Date is more favourable as compared to the mean and median premia for the Recent Delisting Offers over the corresponding periods. However, the discount implied by the Exit Offer Price to the VWAP of the Shares for the 3-month period prior to the Last Trading Price is less favourable as compared to the mean and median premia for the Recent Delisting Offers over the same period; the P/NTA ratio implied by the Exit Offer Price is within the range of P/NTA ratios of the Recent Delisting Offers but is lower than the mean and median P/NTA ratios of the Recent Delisting Offers; the Exit Offer Price is at a premium over the Quick Sale Revalued NTA per Share but at a discount to each of the NTA per Share and the Open Market Revalued NTA per Share as at 30 June 2010; and the other considerations set out under Section 7.6 of this IFA Letter. After having carefully considered the information available to us, and based upon the financial, industry, market, economic and other relevant conditions subsisting on the Latest Practicable Date and based on the considerations set out in this IFA Letter in its entirety, we are of the opinion that, on balance, the financial terms of the Exit Offer are fair and reasonable. Accordingly, our recommendation to the Independent Directors in respect of the Exit Offer is that they should recommend to the Shareholders to ACCEPT the Exit Offer. 12 INDEPENDENT DIRECTORS RECOMMENDATION Having fully considered the matters set out in this Exit Offer Letter and the IFA Letter, the Independent Directors believe that it is in the interest of the Shareholders to accept the Exit Offer. Accordingly, the Independent Directors recommend that the Shareholders accept the Exit Offer with its terms as set out in this Exit Offer Letter. 13. ACTION TO BE TAKEN BY SHAREHOLDERS If you hold Offer Shares that are deposited with The Central Depository (Pte) Limited (CDP), you should receive an Exit Offer Form of Acceptance and Authorisation (FAA) together with this Exit Offer Letter. If you have not received the FAA, you may obtain a copy of the FAA from CDP, at 4 Shenton Way, #02-01, SGX Centre 2, Singapore , upon production of satisfactory evidence that you are a Shareholder. If you hold Offer Shares that are represented by share certificate(s) and are not deposited with CDP, you should receive an Exit Offer Form of Acceptance and Transfer (FAT) together with this Exit Offer Letter. If you have not received the FAT, you may obtain a copy of the FAT from the office of the Company s Singapore share registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd), 8 Cross Street, #11-00 PWC Building, Singapore , upon production of satisfactory evidence that you are a Shareholder. (a) If you wish to accept the Exit Offer, you should complete, sign and return the relevant Acceptance Form in accordance with the provisions and instructions on that Acceptance Form and in this Exit Offer Letter during the period commencing from the date of despatch of this Exit Offer Letter and ending at 5.30 p.m. on the Closing Date. If you hold the share certificate(s) of the Offer Shares beneficially owned by you and wish to accept the Exit Offer in respect of such Offer Shares, you should not deposit the share certificate(s) with CDP during the period commencing on the date of this Exit Offer Letter and ending on the Closing Date (both dates inclusive) as your Securities Account may not be credited with the relevant number of Offer Shares in time for you to accept the relevant Exit Offer. 7

8 (b) If you choose not to accept the Exit Offer, you do not have to take any action. In the event that the Company is delisted from the Official List of the SGX-ST, you will continue to hold unlisted Shares. If you hold Shares that are deposited with CDP, a share certificate in respect of your Shares will be delivered to your address as it appears in the records of CDP by ordinary post, and at your own risk, after the Delisting. The detailed procedures for acceptance are set out in Appendix I to this Exit Offer Letter, for your information. 14. OVERSEAS SHAREHOLDERS 14.1 Overseas Shareholders. This Exit Offer Letter 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 Exit Offer Letter in any jurisdiction in contravention of the applicable law. The Exit Offer will be made solely by the Exit Offer Letter and the relevant Acceptance Form accompanying the Exit Offer Letter, which will contain the full terms and conditions of the Exit Offer, including details on how the Exit Offer may be accepted. The Exit Offer is made to all Shareholders holding Offer Shares, including those to whom this Exit Offer Letter has not been or may not be sent Availability of Exit Offer. The availability of the Exit Offer to Shareholders whose addresses are outside Singapore, as shown on the Register of Members of the Company or, as the case may be, in the records of CDP (Overseas Shareholders) may be affected by the laws of the relevant overseas jurisdictions, and Overseas Shareholders should exercise caution in relation to the Exit Offer, as the Exit Offer Letter and the Acceptance Forms have not been reviewed by any regulatory authority in any overseas jurisdiction. Accordingly, Overseas Shareholders should inform themselves about and observe any applicable legal requirements in their own jurisdictions. Where there are potential restrictions on sending this Exit Offer Letter and the Acceptance Forms to any overseas jurisdiction, the Company, the Offeror and CDP each reserves the right not to send the documents to such overseas jurisdictions Restricted Jurisdictions. Copies of this Exit Offer Letter, the relevant Acceptance Forms and any other formal documentation relating to the Exit 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 Exit Offer would potentially violate the applicable law of that jurisdiction (Restricted Jurisdiction) and will not be capable of acceptance by any such use, instrument 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 Exit Offer (unless otherwise determined by the Offeror and permitted by applicable laws and regulations) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instruments (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Exit Offer will not be capable of acceptance by any such use, means, instruments or facilities Copies of Exit Offer Letter. Overseas Shareholders may obtain copies of this Exit Offer Letter, the relevant Acceptance Forms and any related documents, during normal business hours and up to the Closing Date, from Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd), 8 Cross Street, #11-00 PWC Building, Singapore Alternatively, an Overseas Shareholder may write in to Tricor Barbinder Share Registration Services at the address listed above to request for this Exit Offer Letter, the relevant Acceptance Form and any related documents to be sent to an address in Singapore by ordinary post at the Overseas Shareholder s own risk (the last day for despatch in respect of such request shall be a date falling three (3) Market Days prior to the Closing Date). 8

9 14.5 Responsibility of Overseas Shareholders. It is the responsibility of any Overseas Shareholder who wishes to (a) request for this Exit Offer Letter, the relevant Acceptance Form and any related documents and/or (b) accept the Exit Offer, to satisfy himself as to the full observance of the laws of the relevant jurisdictions in that connection, including the obtaining of any governmental or other consent which may be required, and compliance with all necessary formalities or legal requirements. In (a) requesting for this Exit Offer Letter, the relevant Acceptance Form and any related documents and/or (b) accepting the Exit Offer, the Overseas Shareholder represents and warrants to the Company, the Offeror, and CDP that he is in full observance of the laws of the relevant jurisdictions in that connection, and that he is in full compliance with all necessary formalities or legal requirements and the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Shareholder shall be liable for any such taxes, imposts, duties or other requisite payments payable and the Company, the Offeror, CDP and/or any person acting on its behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such taxes, imposts, duties or other requisite payments as the Company, the Offeror, CDP and/or any person acting on its behalf may be required to pay. Any Overseas Shareholder who is in any doubt about his position should consult his professional adviser in the relevant jurisdiction Notices. The Offeror reserves the right to reject any acceptance of the Exit Offer where it believes, or has reason to believe, that such acceptance may violate the applicable laws of any jurisdiction. The Company and the Offeror each reserves the right to notify any matter, including the despatch of any formal documentation relating to the Exit Offer and the fact that the Exit Offer has been made, to any or all Shareholders (including Overseas Shareholders) by announcement to the SGX- ST and if necessary, paid advertisement in a newspaper published and circulated in Singapore, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Shareholder to receive or see such announcement or advertisement. 15. GENERAL 15.1 Valid Acceptances. The Offeror reserves the right to treat acceptances of the Exit Offer as valid if received by or on behalf of the Offeror at any place or places determined by it otherwise than as stated herein or in the FAA or the FAT, as the case may be, or if made otherwise than in accordance with the provisions herein and instructions printed on the FAA and the FAT, as the case may be Governing Law and Jurisdiction. The Exit Offer, this Exit Offer Letter, the FAA, the FAT, and all acceptances of the Exit Offer and all contracts made pursuant thereto and all action taken or made or deemed to be taken in connection with any of the foregoing shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Offeror and each accepting Shareholder agree to submit to the non-exclusive jurisdiction of the Singapore courts No Third Party Rights. Unless expressly provided to the contrary in this Exit Offer Letter, the FAA or the FAT, a person who is not a party to any contracts made pursuant to the Exit Offer, this Exit Offer Letter, the FAA and/or the FAT has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of such contracts. Notwithstanding any term herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable Accidental Omission. Accidental omission to despatch this Exit Offer Letter, the relevant Acceptance Form (or the despatch of the wrong Acceptance Form), or any notice, advertisement or announcement required to be given under the terms of the Exit Offer or any failure to receive the same by any person to whom the Exit Offer is made or should be made, shall not invalidate the Exit Offer in any way. 9

10 15.5 Independent Advice. The views of the Independent Directors are stated in paragraph 12. NRA Capital s advice to the Independent Directors on the Exit Offer is set out in Appendix II to this Exit Offer Letter. Shareholders may wish to consider the Independent Directors advice before taking any action in relation to the Exit Offer Costs and Expenses. All stamp duty and transfer fees resulting from acceptances of the Exit Offer will be paid by the Offeror. 16. CONSENTS 16.1 Independent Financial Adviser. NRA Capital, has given and has not withdrawn its written consent to the issue of this Exit Offer Letter with the inclusion of its name in this Exit Offer Letter, the IFA Letter as set out in Appendix II to this Exit Offer Letter, and all references thereto in the form and context in which they appear in this Exit Offer Letter, and to act in such capacity in relation to this Exit Offer Letter Share Registrar. The Company s Singapore share registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd), has given and has not withdrawn its written consent to the issue of this Exit Offer Letter with the inclusion of its name in this Exit Offer Letter, and all references thereto in the form and context in which they appear in this Exit Offer Letter Confirmation of Financial Resources. Overseas Chinese Banking Corporation Limited has given and not withdrawn its written consent to the issue of this Exit Offer Letter with the inclusion of its name in this Exit Offer Letter and all references thereto in the form and context in which they appear in this Exit Offer Letter Valuer. Zibo Xin-cheng Assets Evaluation Co., Ltd. has given and not withdrawn its written consent to the issue of this Exit Offer Letter with the inclusion of its name in this Exit Offer Letter and all references thereto in the form and context in which they appear in this Exit Offer Letter. 17. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the office of the Company s Singapore share registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd), 8 Cross Street, #11-00 PWC Building, Singapore , during normal business hours from the date of this Exit Offer Letter until the Closing Date: (a) (b) (c) (d) (e) (f) Memorandum of Association and Articles of Association of the Company; Annual reports of the Company for FY2007, FY2008 and FY2009; Financial statements for HY2010; IFA Letter set out in Appendix II to this Exit Offer Letter; Valuation reports set out in Appendix V to this Exit Offer Letter; and Letters of consent referred to in paragraph 16 above. 18. ADDITIONAL INFORMATION Your attention is drawn to the Appendices which form part of this Exit Offer Letter. 19. RESPONSIBILITY STATEMENT 19.1 Offeror. The directors of the Offeror collectively and individually accept full responsibility for the accuracy of the information given in this Exit Offer Letter (other than those relating to the Company) and confirm that to the best of their knowledge and belief, this Exit Offer Letter constitutes full and true disclosure of all material facts about the Exit Offer, and the directors are not aware of any facts, the omission of which would make any statement in this Exit Offer Letter misleading. The directors of the Offeror accept responsibility accordingly. 10

11 19.2 Company. The Company Directors collectively and individually accept full responsibility for the accuracy of the information given in this Exit Offer Letter (other than those relating to the Offeror) and confirm that to the best of their knowledge and belief, this Exit Offer Letter constitutes full and true disclosure of all material facts about the Exit Offer, and the Company Directors are not aware of any facts, the omission of which would make any statement in this Exit Offer Letter misleading. The Company Directors accept responsibility accordingly. If you are in doubt as to any of the matters referred to in this Exit Offer Letter, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. Yours faithfully for and on behalf of SHANGHAI JINMING INVESTMENT GROUP CO., LTD. Name : Lu Zeming Designation : President and Director 11

12 APPENDIX I PROCEDURES FOR ACCEPTANCE OF THE EXIT OFFER 1. POSTING OF THE EXIT OFFER LETTER AND ACCEPTANCE FORM The Exit Offer Letter (including the relevant Acceptance Form and any related documents) has been despatched by ordinary post to Shareholders with Singapore mailing addresses as shown in the Register of Members of the Company. The Exit Offer may only be accepted by the relevant Shareholders to whom the Exit Offer Letter is addressed. 2 DEPOSITORS 2.1 Acceptance If you wish to accept the Exit Offer, the FAA must be completed and signed strictly in accordance with the instructions printed on the FAA and the provisions of the Exit Offer Letter and be delivered: (a) (b) by hand to Shanghai Jinming Investment Group Co., Ltd, c/o The Central Depository (Pte) Limited, 4 Shenton Way #02-01 SGX Centre 2 Singapore ; or by post, in the enclosed pre-addressed envelope at your own risk, to Shanghai Jinming Investment Group Co., Ltd, c/o The Central Depository (Pte) Limited, Robinson Road Post Office P.O. Box 1984 Singapore , so as in either case to arrive NOT LATER THAN 5.30 P.M. ON THE CLOSING DATE. 2.2 Acceptances by Depositors whose Securities Accounts are credited with Offer Shares Please insert in Part A on page 1 of the FAA the number of Offer Shares already standing to the credit of the Free Balance of your Securities Account in respect of which the Exit Offer is accepted. If: (a) (b) no number of Offer Shares is inserted in Part A; or the number of Offer Shares inserted exceeds the number of Offer Shares standing to the credit of the Free Balance of your Securities Account as at 5.00 p.m. on the date of receipt of the FAA by CDP (Date of Receipt) or, in the case where the Date of Receipt is on the Closing Date, as at 5.30 p.m. on the Closing Date, provided always that the Date of Receipt must fall on or before the Closing Date, then you are deemed to have accepted the Exit Offer in respect of all the Offer Shares already standing to the credit of the Free Balance of your Securities Account as at 5.00 p.m. on the Date of Receipt or, in the case where the Date of Receipt is on the Closing Date, as at 5.30 p.m. on the Closing Date. 2.3 Acceptance by Depositors whose Securities Accounts will be credited with Offer Shares If you have purchased Offer Shares on the SGX-ST, you should also receive the Exit Offer Letter together with a FAA. You may accept the Exit Offer in respect of such number of Offer Shares only after the Free Balance of your Securities Account has been credited with such number of Offer Shares. The provisions and instructions set out in paragraphs 2.1 and 2.2 of this Appendix I shall apply in the same way to your acceptance(s) in respect of such Offer Shares. If you do not receive the FAA, you may obtain the FAA, upon production of satisfactory evidence that you have purchased the Offer Shares on the SGX-ST, from The Central Depository (Pte) Limited at 4 Shenton Way, #02-01 SGX Centre 2, Singapore If upon receipt by CDP, on behalf of the Offeror, of the FAA, it is established that such Offer Shares have not been, or will not be, credited to the Free Balance (as, for example, where you sell or have sold such Offer Shares), your acceptance is liable to be rejected and none of CDP or the Offeror accepts any responsibility or liability for the consequences of such a rejection. AI-1

13 If you purchase Offer Shares on the SGX-ST on a date close to the Closing Date, your acceptance in respect of such Offer Shares is liable to be rejected if the Free Balance of your Securities Account is not credited with such Offer Shares by 5.00 p.m. on the Date of Receipt or, in the case where the Date of Receipt is on the Closing Date, as at 5.30 p.m. on the Closing Date, provided always that the Date of Receipt must fall on or before the Closing Date. None of CDP or the Offeror accepts any responsibility or liability for the consequences of such a rejection. 2.4 Depositors whose Securities Account are and will be credited with the Offer Shares If you have Offer Shares credited to your Securities Account, and have purchased additional Offer Shares on the SGX-ST which are in the process of being credited to your Securities Account, you may accept the Exit Offer in respect of the Offer Shares standing to the credit of the Free Balance of your Securities Account and may accept the Exit Offer in respect of the additional Offer Shares purchased which are in the process of being credited to your Securities Account only after the Free Balance of your Securities Account has been credited with such number of additional Offer Shares. If such number of additional Offer Shares purchased is not credited to the Free Balance of your Securities Account by 5.00 p.m. on the Date of Receipt or, in the case where the Date of Receipt is on the Closing Date, as at 5.30 p.m. on the Closing Date, provided always that the Date of Receipt must fall on or before the Closing Date, your acceptance in respect of such additional Offer Shares is liable to be rejected. None of CDP or the Offeror accepts any responsibility or liability for the consequences of such a rejection. 2.5 Suspense Account Upon receipt of the FAA, CDP will transfer the Offer Shares in respect of which you have accepted the Exit Offer from the Free Balance of your Securities Account to a Suspense Account. Such Offer Shares will be held in the Suspense Account until the consideration for such Offer Shares has been despatched to you. 2.6 Acknowledgement CDP, on behalf of the Offeror, will acknowledge receipt of the FAA if it is submitted by hand to CDP. No acknowledgement will be given for FAAs sent by post or deposited into boxes located at CDP s premises. For reasons of confidentiality, CDP will not entertain telephone enquiries relating to the number of Offer Shares credited to your Securities Account. You can verify the number of Offer Shares credited to your Securities Account by CDP internet access if you have registered for the CDP internet access service. Alternatively, you may call personally at CDP with your identity card or passport to verify the number of Offer Shares credited to your Securities Account. 2.7 No securities account If you do not have any existing Securities Account in your own name at the time of acceptance of the Exit Offer, your acceptance as contained in the FAA will be rejected. 3. SCRIP HOLDERS 3.1 Shareholders whose Offer Shares are not deposited with CDP If you wish to accept the Exit Offer, you should: (a) complete the FAT strictly in accordance with the Exit Offer Letter and the instructions printed on the FAT. If you: (i) (ii) do not specify a number in Part A of the FAT; or specify a number which exceeds the number of Offer Shares represented by the attached share certificate(s), you shall be deemed to have accepted the Exit Offer in respect of the total number of Offer Shares represented by the share certificate(s) accompanying the FAT; AI-2

14 (b) (c) sign the FAT in accordance with the Exit Offer Letter and the instructions printed on the FAT; and deliver: (i) (ii) (iii) the completed and signed FAT; the share certificate(s), other document(s) of title and/or other relevant document(s) required by the Offeror relating to the Offer Shares in respect of which you wish to accept the Exit Offer. If you are recorded in the Register of Members of the Company as holding Offer Shares but do not have the relevant share certificate(s) relating to such Offer Shares, you, at your own risk, are required to procure the Company to issue such share certificate(s) in accordance with the Memorandum of Association and \Articles of Association of the Company and deliver such share certificate(s) in accordance with the procedures set out in the Exit Offer Letter. If your share certificate(s) and/or other document(s) of title and/or other relevant document(s) required by the Offeror is/are not readily available or is/are lost, this FAT should nevertheless be completed and returned by the time specified below and the share certificate(s) and/or other document(s) of title and/or other relevant document(s) required by the Offeror, should be forwarded to Shanghai Jinming Investment Group Co., Ltd, c/o Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd), 8 Cross Street, #11-00 PWC Building, Singapore ; and where such Offer Shares, are not registered in your name, you may send in, at your own risk, the relevant share certificate(s) and/or other document(s) of title and/or other relevant document(s) required by the Offeror, accompanied by transfer form(s), duly executed by the person in whose name such share certificate(s) is/are registered and stamped, with the particulars of the transferee left blank (to be completed by the Offeror or a person authorised by it), (I) by hand or (II) by post (in the enclosed pre-addressed envelope at your own risk), to Shanghai Jinming Investment Group Co., Ltd, c/o Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd), 8 Cross Street, #11-00 PWC Building, Singapore so as in either case to arrive NOT LATER THAN 5.30 P.M. ON THE CLOSING DATE. The FAT must be sent in its entirety to Shanghai Jinming Investment Group Co., Ltd, c/o Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd), 8 Cross Street, #11-00 PWC Building, Singapore duly completed in accordance with the instructions in the FAT and no part may be detached or mutilated. Settlement of the consideration under the Exit Offer will be subject to, amongst other things, the receipt of all relevant documents, properly completed. 3.2 No acknowledgement No acknowledgement of receipt of any FAT, share certificate, other document of title, transfer form and/or any other document required by the Offeror will be given. 4. GENERAL 4.1 Disclaimer and Discretion The Offeror will be entitled to reject any acceptance which does not comply with the Exit Offer Letter and the relevant Acceptance Forms or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title and/or any other relevant document(s) required by the Offeror, or which is otherwise incomplete, illegible, incorrect or invalid in any respect. AI-3

15 If you wish to accept the Exit Offer, it is your responsibility to ensure that the FAA and/or the FAT, as the case may be, is properly completed in all respects and all required documents are provided. Any decision to reject any acceptance will be final and binding and none of the Offeror, CDP or Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd), 8 Cross Street, #11-00 PWC Building, Singapore accepts any responsibility or liability for the consequences of such a decision. The Offeror reserves the right to treat acceptances of the Exit Offer as valid if received by or its behalf at any place or places determined by it otherwise than as stated in the Exit Offer Letter, the FAA or the FAT, or if made otherwise than in accordance with the provisions of the Exit Offer Letter, the FAA or the FAT. 4.2 Scrip and Scripless Offer Shares If you hold some Offer Shares in scrip form and others with CDP, you should complete a FAT for the former and a FAA for the latter in accordance with the respective procedures set out in this Appendix I if you wish to accept the Exit Offer in respect of such Offer Shares. 4.3 Deposit Time If you hold Offer Shares in scrip form, the Offer Shares may not be credited in to the Free Balance of your Securities Account with CDP in time for you to accept the Exit Offer if you were to deposit your share certificate with CDP after the date of despatch of the Exit Offer Letter. If you wish to accept the Exit Offer in respect of such Offer Shares, you should complete a FAT and follow the procedures set out in paragraph 3.1 of this Appendix I. 4.4 Correspondence All communications, certificates, notices, documents and remittances to be delivered or sent to you (or your designated agent or, in the case of joint accepting Shareholders who have not designated any agent, to the one first named in the Register of Members of the Company) will be sent by ordinary post to your respective mailing addresses as they appear in the records of CDP or the Register of Members of the Company, as the case may be, at the risk of the person entitled thereto (or in the case of remittances only in respect of holders of Offer Shares in scrip form, to such different name and addresses as may be specified by you in the FAT, at your sole risk). However, please note that no such correspondence will be sent into the Restricted Jurisdictions. 5. SETTLEMENT 5.1 Depositors whose Securities Accounts are credited with Offer Shares Subject to the receipt by the Offeror from accepting Shareholders of all relevant documents required by the Offeror which are complete in all respects and in accordance with the instructions given in the Exit Offer Letter and the FAA (including, without limitation, confirmation satisfactory to the Offeror that the relevant number of Offer Shares tendered by the accepting Shareholders in acceptance of the Exit Offer are standing to the credit of the Free Balance of their respective Securities Accounts at the relevant time), the Offeror will arrange for remittances for the appropriate amounts to be sent to CDP. CDP will debit the respective Securities Accounts of the accepting Shareholders with the number of Offer Shares tendered by them in acceptance of the Exit Offer and will (i) in the case of accepting Shareholders who have registered for CDP s direct crediting service, credit such remittances to the designated bank account of such accepting Shareholders; and (ii) in the case of accepting Shareholders who have not registered for CDP s direct crediting service, despatch such remittances in the form of cheques made out in favour to such accepting Shareholders by ordinary post to such accepting Shareholders at their own risk to their mailing address as recorded with CDP as soon as practicable and in any event, in respect of acceptances which are complete in all respects and are received before the Exit Offer closes, within 10 days of the date of such receipt. AI-4

16 CDP will also send by ordinary post to the accepting Shareholders at their respective mailing addresses as they appear in the records of CDP, and at their own risk, notification letters stating the number of Offer Shares which have been debited against their respective Securities Accounts. 5.2 Shareholders who hold Offer Shares which are not deposited with CDP Subject to the receipt by the Offeror from accepting Shareholders of all relevant documents required by the Offeror which are complete in all respects and in accordance with the instructions given in the Exit Offer Letter and the FAT (including, without limitation, the share certificates relating to the Offer Shares tendered by the accepting Shareholders in acceptance of the Exit Offer), remittances for the appropriate amounts will be despatched to the accepting Shareholders (or their designated agents, as they may direct) by ordinary post and at their own risk, at their respective addresses as they appear in the Register of Members of the Company (or to such names and addresses as may be specified by the accepting Shareholders in the FAT), as soon as practicable and in any event, in respect of acceptances which are complete in all respects and are received before the Exit Offer closes, within 10 days of the date of such receipt. 6. NO RIGHT OF WITHDRAWAL All acceptances of the Exit Offer shall be irrevocable. AI-5

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