Changshu Xinghua Port Co. Ltd.

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Changshu Xinghua Port Co., Ltd (“CXP”) was created in June 1994 under a 50-year BOT contract to build and operate a multi-purpose cargo port located within a high growth industrial zone along the Yangtze River in Jiangsu Province. It was one of the first majority foreign owned ports in China and was categorized as a “Class 1”port. Under the contract, Pan-United corporation (“Pan-United”), through its control company, Changshu Development Company (“SCDC”), owned 72% of CXP. Singpoare-Suzhou Township Development and Petroships Investment owned 9% each. All of these three companies were Singaporean-owned. The remaining 10% stake was held by Changshu River Economic Development Corporation, a state-owned company. The port started operation in 1997 with the total investment of US$ 160 million. It was a deep natural port and was located at the furthest point upstream from Shanghai that was able to efficiently accommodate 50,000 Dead Weight Tone (“DWT”) vessels with a total berth length of 800-meters. By the end of 2005, with its completion of Phase 3, the berthing capacity was to be increased form five to eight with a total berth length of 1,500-meters. In December 2005, Macquarie International Infrastructure Fund Ltd. (“MIIF”) acquired the interest in CXP by acquiring 40% of SCDC, which had a 95% interest in CXP. In this acquisition, Pan-United sold down 26% of its 80% shareholding in SCDC to MIIF and the other two shareholders sold down 14% of their combined 20% interest in SCDC to MIIF. The total purchase price paid by MIIF was approximately US$ 64.7 million (S$112.6 million), and was funded from part of the proceeds of the US$ 250 million (S$435 million) Equity Fund Raising, which was completed in November 2005. And additional US$ 26.1 million (S$ 45.4 million) was payable over the next three years subject to a performance based earn-out agreement. CXP was expected to provide MIIF with an average yield in excess of 13% over a five year period. After the acquisition, MIIF owned 38% of CXP and Pan-United owned 51.3%. Changshu River Economic Development Corporation still owned the remaining 10% stake in CXP. MIIF was an infrastructure fund formed to own, operate and invest in a diversified group of infrastructure businesses around the world. It was a Bermudan registered mutual fund company listed on the Singapore Exchange Securities Trading Limited. It’s managed by a member of the Macquarie Bank Group, Macquarie Investment Management (Asia) Pty Limited (“MIMAL”). The Macquarie Bank Group managed funds worth more than US$ 21.3 million (S$ 37 million) invested in 85 infrastructure assets across 18 countries. None None