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Important notice NOT FOR DISTRIBUTION IN OR INTO THE US IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this page (the “offering memorandum”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE US OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE US, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY US ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: This offering memorandum is being sent at your request and by accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the US and that you consent to delivery of such offering memorandum by electronic transmission. You are reminded that this offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this offering memorandum to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of J.P. Morgan Securities Ltd., DBS Bank Ltd. or any of their control persons, or any directors, officers, employees or agents, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from J.P. Morgan Securities Ltd. or DBS Bank Ltd. Offering memorandum Strictly confidential RKI Finance (2010) Limited (incorporated with limited liability under the laws of the British Virgin Islands) US$350,000,000 91⁄2% Guaranteed Senior Notes due 2015 unconditionally and irrevocably guaranteed by, among others, Road King Infrastructure Limited (incorporated with limited liability under the laws of Bermuda) Issue price: 100% and accrued interest, if any RKI Finance (2010) Limited, (the “Issuer”), a private company with limited liability under the laws of the British Virgin Islands, is issuing US$350,000,000 9.5% Guaranteed Senior Notes due 2015 (the “Notes” and, such issue, the “Offering”). The Notes are the Issuer’s senior obligations guaranteed by each of Road King Infrastructure Limited (the “Company” or “RKIL”) and certain of its existing subsidiaries (such subsidiaries guaranteeing the Notes are referred to herein as the “Subsidiary Guarantors” and together with RKIL, the “Guarantors,” the guarantees of the Subsidiary Guarantors are referred to herein as the “Subsidiary Guarantees” and together with the guarantee of RKIL, the “Guarantees”). All the Subsidiary Guarantors are investment holding companies that do not have any material assets other than their shareholding in their respective subsidiaries or that have charged substantially all of their assets in favor of their creditors. None of the operating subsidiaries organized under the laws of the PRC will guarantee the Notes. The Notes will constitute direct, unsubordinated, unconditional and unsecured obligations of the Issuer and the Notes shall at all times rank pari passu and without preference or priority among themselves (subject to any priority rights pursuant to applicable law). The Issuer is our wholly-owned subsidiary established solely for the purpose of issuing the Notes. The Issuer will on-lend the gross proceeds of this Offering to us. The payment obligations of the Issuer under the Notes shall, save for certain exceptions, at all times rank at least equally with all of its present and future unsecured and unsubordinated obligations. The Notes and the Guarantees will be effectively subordinated to all existing and future obligations of RKIL’s subsidiaries (other than the Subsidiary Guarantors) and be effectively subordinated to the secured obligations of the Guarantors, to the extent of the assets serving as security therefor. However, applicable law may limit the enforceability of the Subsidiary Guarantees. See “Risk factors—Risks relating to the Subsidiary Guarantors.” The Notes will bear interest from September 21, 2010 at the interest rate of 9.5% per annum. Interest on the Notes is payable semi- annually in arrear on March 21 and September 21 of each year commencing March 21, 2011. The Issuer may at its option redeem the Notes, in whole but not in part, at any time prior to September 21, 2013, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date and a “make-whole” premium. The Issuer may at its option redeem the Notes, in whole or in part, at any time and from time to time on or after September 21, 2013, at redemption prices described herein. Before September 21, 2013, the Issuer may redeem up to 35% in aggregate principal amount of the Notes, at a redemption price equal to 109.5% of their principal amount, plus accrued and unpaid interest, if any, with the proceeds from certain equity offerings. Upon the occurrence of a Change of Control Triggering Event, we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. For a more detailed description of the Notes, see “Terms and conditions of the Notes.” Approval in-principle has been received for the listing of the Notes on the Singapore Exchange Securities Trading Limited (the “SGX- ST”). The SGX-ST assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantees or the Notes. Investing in the Notes involves significant risks. See “Risk factors” beginning on page 15. The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and, subject to certain exceptions, may not be offered or sold within the United States. The Notes are being offered outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”). For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of this offering memorandum, see “Plan of distribution.” The Notes will be represented by beneficial interests in a permanent global note certificate (the “Global Certificate”) in registered form, without interest coupons attached, which will be registered in the name of a nominee of, and shall be deposited on or about September 21, 2010 (the “Issue Date”) with a common depositary for, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Beneficial interests in the Notes represented by the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream. Except as described herein, certificates for Notes will not be issued in exchange for the Global Certificate. Physical book-runner and joint lead manager J.P. Morgan Co-lead book-runner and joint lead manager DBS Bank Ltd. September 14, 2010 Table of contents Page Page Summary ........................... 1 Summary of provisions relating to the Summary consolidated financial and Notes while in global form .......... 184 other data ........................ 6 Regulation ......................... 188 Summary of the Offering ............. 9 Directors and management ........... 210 Risk factors ......................... 15 Principal shareholders ................ 220 Use of proceeds ..................... 49 Related party and connected Capitalization and indebtedness ....... 50 transactions ...................... 222 Management’s discussion and analysis Taxation ........................... 225 of financial condition and results of Global clearance and settlement ....... 227 operations ........................ 51 Plan of distribution .................. 229 Industry overview ................... 71 Legal matters ....................... 233 Description of the Issuer .............. 80 Independent accountants ............. 233 Corporate structure .................. 81 General information ................

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