6 Transaction Overview Transaction Consideration Time Table CHAC issues 19.9 million new shares to World Share in exchange for all Bright World shares Bright World, a Singapore Stock Exchange-listed company (symbol: B49), is approximately 77.42% owned by World Sharehold Limited (a BVI corporation) (“World Share”) and its majority shareholder Mr. Wang Wei Yao. – The remaining 22.58% of Bright World’s shares are owned by public and other shareholders World Share is also eligible to receive Additional Shares of two types based on the future performance of Bright World – The first type is based upon Bright World’s Realized Profit and is limited to a maximum award of 3,765,000 CHAC shares – In addition, World Share will be eligible to receive up to an additional 1,000,000 shares per 1% increase in FY 2008 net earnings (in RMB) above 20%, versus base earnings of RMB144,863,000, up to a maximum of 12,000,000 Additional Shares of CHAC, if FY 2008 net earnings exceed base earnings by 32% In any case, however, the total number of initial shares, plus Additional Shares, to be awarded to World Share shall not exceed a combined maximum total of 35,665,000 CHAC shares In addition, CHAC is offering S$0.70 / share cash, S$0.75 / share if 90% or more of Bright World’s shares are purchased, to the minority shareholders World Share may also receive a contingent payment as compensation for the exchange rate impact on CHAC’s trust account if the U.S. dollar weakens against the RMB between signing and closing of the transaction. Conversely, CHAC may receive a contingent payment if the RMB weakens against the U.S. dollar As part of the transaction, CHAC would re-domesticate into a newly formed BVI company (“Newco”), and would seek a listing on the New York Stock Exchange Anticipated transaction value in the $200 million to $404 million range, assuming an exchange rate of 0.73524 Singapore dollar to one U.S. Dollar No major P.R.C. regulatory approvals required Singapore tender offer (4 th Quarter, Indicative) S.E.C. clearance of proxy (4 th Quarter) Accounting conforms to IFRS (3 rd Quarter) CHAC is proposing a tender offer for all the shares of Bright World Precision Machinery Limited U.S. shareholder vote (4 th Quarter) Independent Financial Advisor Opinion (3 rd Quarter) |