THIS COMPOSITE DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the Offers, this Composite Document and/or the Form(s) of Acceptance or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your Shares, you should at once hand this Composite Document and the accompanying Form(s) of Acceptance to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). This Composite Document should be read in conjunction with the accompanying Form(s) of Acceptance, the contents of which form part of the terms of the Offers contained therein. Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this Composite Document and the Form(s) of Acceptance, make no representation as to their accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Composite Document and the Form(s) of Acceptance. Zall Infrastructure Investments Company Limited (a company incorporated in the BVI with limited liability) (a company incorporated in the Cayman Islands with limited liability) (Stock code: 8233) COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO UNCONDITIONAL MANDATORY CASH OFFERS BY GF SECURITIES (HONG KONG) BROKERAGE LIMITED FOR AND ON BEHALF OF ZALL INFRASTRUCTURE INVESTMENTS COMPANY LIMITED FOR ALL THE ISSUED SHARES IN, AND CANCELLATION OF ALL OUTSTANDING SHARE OPTIONS OF, CIG YANGTZE PORTS PLC (OTHER THAN THOSE ALREADY OWNED BY ZALL INFRASTRUCTURE INVESTMENTS COMPANY LIMITED AND PARTIES ACTING IN CONCERT WITH IT) Financial adviser to Zall Infrastructure Investments Company Limited Independent Financial Adviser to the Independent Board Committee Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this Composite Document. A letter from GF Securities containing, among other things, details of the terms of the Offers are set out on pages 9 to 19 of this Composite Document. A letter from the Board is set out on pages 20 to 29 of this Composite Document. A letter from the Independent Board Committee containing its recommendation in respect of the Offers to the Independent Shareholders and the Independent Optionholders is set out on pages 30 to 31 of this Composite Document. A letter from Asian Capital containing its advice in respect of the Offers to the Independent Board Committee is set out on pages 32 to 57 of this Composite Document. Further terms and procedures of acceptance of the Offers and other related information are set out on pages I-1 to I-8 in Appendix I to this Composite Document and in the accompanying Form(s) of Acceptance. Acceptances of the Offers should be received by the Registrar by no later than 4:00 p.m. on Friday, 11 November 2011 or such later time and/or date as the Offeror may decide and announce in accordance with the Takeovers Code. Persons including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward this Composite Document and/or the accompanying Form(s) of Acceptance to any jurisdiction outside Hong Kong should read the details in this regard which are contained in the paragraph headed ‘‘6. Overseas Shareholders and Overseas Optionholders’’ of Appendix I to this Composite Document before taking any action. It is the responsibility of each Overseas Shareholder or Overseas Optionholder wishing to accept the Offers to satisfy himself, herself or itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities or legal requirements. Each Overseas Shareholder or Overseas Optionholder is advised to seek professional advice on deciding whether to accept the Offers. * For identification purposes only 21 October 2011 CONTENTS Page CHARACTERISTICS OF GEM ....................................................... 1 DEFINITIONS ....................................................................... 2 EXPECTED TIMETABLE ............................................................ 8 LETTER FROM GF SECURITIES .................................................... 9 LETTER FROM THE BOARD ........................................................ 20 LETTER FROM THE INDEPENDENT BOARD COMMITTEE .......................... 30 LETTER FROM ASIAN CAPITAL .................................................... 32 APPENDIX I — FURTHER TERMS AND PROCEDURES OF ACCEPTANCE OF THE OFFERS ................................. I-1 APPENDIX II — FINANCIAL INFORMATION OF THE GROUP ...................... II-1 APPENDIX III — PROPERTY VALUATION REPORT ................................. III-1 APPENDIX IV — GENERAL INFORMATION ........................................ IV-1 ACCOMPANYING DOCUMENT — FORM(S) OF ACCEPTANCE — WHITE Form(s) of Acceptance (for Independent Shareholders) — PINK Form(s) of Acceptance (for Independent Optionholders) – i – CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. – 1 – DEFINITIONS In this Composite Document, the following expressions have the meanings set out below unless the context requires otherwise. ‘‘acting in concert’’ has the meaning ascribed thereto under the Takeovers Code ‘‘associates’’ has the meaning ascribed thereto under the GEM Listing Rules ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (other than Saturday, Sunday, public holiday and any day on which a typhoon signal 8 or above is hoisted or a black rainstorm warning is given in Hong Kong at any time during 9:00 a.m. to 5:00 p.m.) on which banks in Hong Kong are open for general banking business ‘‘BVI’’ British Virgin Islands ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited ‘‘Chow Holdings’’ Chow Holdings Limited, a company incorporated in BVI with limited liability and is ultimately beneficially owned by Mr. Chow, being one of the Vendors under the S&P Agreement ‘‘CIG China’’ CIG China Holdings Limited, a company incorporated in the Cayman Islands with limited liability and is ultimately beneficially owned by Mr. Chow, being one of the Vendors under the S&P Agreement ‘‘Circular’’ the circular to be published by the Company containing, among other things, (i) the Service Agreement; (ii) the letter of recommendation from SD Independent Board Committee and letter of advice from the Independent Financial Adviser in respect of the Service Agreement; and (iii) notice convening the EGM ‘‘Closing Date’’ 11 November 2011 or if the Offers are revised or extended, the closing date of the Offers as revised or extended by the Offeror in accordance with the Takeovers Code ‘‘Company’’ CIG Yangtze Ports PLC (stock code: 8233), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on GEM ‘‘Completion’’ completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of the S&P Agreement ‘‘Completion Date’’ the date on which Completion takes place – 2 – DEFINITIONS ‘‘Composite Document’’ this composite offer and response document dated 21 October 2011 jointly issued by the Offeror and the Company in relation to the Offers ‘‘Directors’’ directors of the Company ‘‘DTZ’’ DTZ Debenham Tie Leung Limited, being an independent property valuer ‘‘EGM’’ extraordinary general meeting(s) to be convened by the Company to consider and, if thought fit, to approve, the Service Agreement by the SD Independent Shareholders ‘‘Encumbrances’’ any claim, charge, mortgage, security, lien, option, equity, power of sale, hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind ‘‘Executive’’ the Executive Director of the Corporate Finance Division of the SFC or any of his delegates ‘‘Form(s) of Acceptance’’ the WHITE Form(s)ofAcceptanceand/orthePINK Form(s) of Acceptance (as the case may be) ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM ‘‘GF Capital’’ GF Capital (Hong Kong) Limited, a licensed corporation to carry out type 6 regulated activity under the SFO, being the financial adviser to the Offeror ‘‘GF Securities’’ GF Securities (Hong Kong)