CIMC RAFFLES OFFSHORE (SINGAPORE) LIMITED

OFFERING CIRCULAR DATED 15 JULY 2010
THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE,
YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER.
This Offering Circular and the accompanying PAL and VPS Subscription Form (each term as defined herein) have
not been and will not be approved by, lodged with or registered by any regulatory body or authority in any
jurisdiction. In particular, this Offering Circular and the accompanying PAL and VPS Subscription Form do not
constitute a prospectus or an offer information statement under the Securities and Futures Act, Chapter 289 of
Singapore, and have not been approved by, lodged with or registered by the Monetary Authority of Singapore, and
also do not constitute a prospectus under the Norwegian Securities Trading Act of 29 June 2007 and have not been
reviewed or approved by or registered with the Register of Business Enterprises, the Financial Supervisory
Authority of Norway or any other regulatory body or authority in Norway.
No action has been or will be taken to permit an offer of the Rights, the VPS Subscription Rights or the Rights
Shares (each term as defined herein), or the possession, circulation or distribution of this Offering Circular or the
accompanying PAL or VPS Subscription Form, in any jurisdiction where action would be required for that purpose.
Accordingly, the Rights, the VPS Subscription Rights and the Rights Shares may not be offered, sold or delivered,
directly or indirectly, and this Offering Circular and the accompanying PAL and VPS Subscription Form may not be
circulated or distributed, in any jurisdiction, except in accordance with legal requirements applicable in such
jurisdiction.
This Offering Circular and the accompanying PAL and VPS Subscription Form do not constitute an offer to sell, or
the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S.
Person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (“Securities Act”)). The
Rights, the VPS Subscription Rights and the Rights Shares have not been and will not be registered under the
Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered
or sold, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons absent
registration except pursuant to an exemption from or in a transaction not subject to the registration requirements
of the Securities Act.
No Rights Shares shall be allotted or allocated on the basis of this Offering Circular later than six months after the
date of this Offering Circular.
CIMC RAFFLES OFFSHORE (SINGAPORE) LIMITED
(FORMERLY KNOWN AS YANTAI RAFFLES SHIPYARD LIMITED)
(Incorporated in Singapore on 7 March 1994)
(Registration Number 199401560D)
RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE (“RIGHTS ISSUE”) OF 136,782,500 NEW
ORDINARY SHARES (“RIGHTS SHARES”) IN THE CAPITAL OF CIMC RAFFLES OFFSHORE (SINGAPORE)
LIMITED (“CIMC RAFFLES”), AT AN ISSUE PRICE OF US$0.735 FOR EACH RIGHTS SHARE, ON THE BASIS
OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES IN THE CAPITAL OF CIMC RAFFLES
HELD AS AT THE BOOKS CLOSURE DATE (AS DEFINED HEREIN), ROUNDED DOWN TO THE NEAREST
RIGHTS SHARE
IMPORTANT DATES AND TIMES
Last date and time for trading of the VPS Subscription
Rights on the NOTC (as herein defined)
Last date and time for subscription for the Rights Shares
(including, if applicable, subscription for excess Rights
Shares) by Entitled VPS Shareholders (as herein defined)
Last date and time for acceptance of and (if applicable)
application and payment for Rights Shares by Entitled
Registered Shareholders (as herein defined)
: 26 July 2010 at 4.30 p.m., Norwegian time
: 26 July 2010 at 4.30 p.m., Norwegian time
: 2 August 2010 at 5.00 p.m., Singapore time

This page has been intentionally left blank.

IMPORTANT NOTICE
Capitalised terms used below which are not otherwise defined herein shall have the same meanings
as ascribed to them under the section “Definitions” of this Offering Circular.
For Entitled Registered Shareholders, acceptances of the Rights Shares and (if applicable)
applications for excess Rights Shares must be made through the Share Registrar.
For Entitled VPS Shareholders, subscription for the Rights Shares (including, if applicable,
subscription for excess Rights Shares) pursuant to the VPS Subscription Rights must be made
through the VPS Registrar.
For investors who hold Shares through a nominee, acceptances of and (if applicable) excess
applications for, or subscriptions for, the Rights Shares must be done through the nominee.
Such investors are advised to provide their respective nominees with the appropriate
instructions early in order for such nominees to make the relevant acceptances of and (if
applicable) excess applications for, or subscriptions for, the Rights Shares on their behalf by
the relevant Closing Date. Any acceptance of and (if applicable) excess applications for, or
subscription for, the Rights Shares made directly through the Share Registrar, the VPS
Registrar and/or CIMC Raffles will be rejected.
Persons wishing to purchase any Rights or VPS Subscription Rights, or subscribe for, any Rights
Shares offered by this Offering Circular, should before deciding whether to so purchase or subscribe,
carefully read this Offering Circular in its entirety in order to make an informed assessment of, among
other things, the assets and liabilities, profits and losses, financial position, financial performance, risk
factors and prospects of CIMC Raffles and the CIMC Raffles Group, and the rights and liabilities
attaching to the Rights, the VPS Subscription Rights and the Rights Shares. They should rely, and shall
be deemed to have relied, on their own independent enquiries and investigations of the assets and
liabilities, profits and losses, financial position, financial performance, risk factors and prospects of
CIMC Raffles and the CIMC Raffles Group, as well as any bases and assumptions upon which financial
projections, if any, relating to CIMC Raffles or the CIMC Raffles Group are made or based, and their
own appraisal and determination of the merits of investing in CIMC Raffles and the CIMC Raffles Group
in the light of their personal circumstances (including financial and taxation affairs).
No information in this Offering Circular constitutes, or shall be deemed or considered to constitute,
investment, business, financial, legal, tax or other advice. Persons in doubt as to the action they should
take should consult their investment, business, financial, legal, tax or other professional adviser before
deciding whether to purchase the Rights or VPS Subscription Rights or subscribe for the Rights Shares.
No person has been authorised to give any information or to make any representations, other than
those contained in this Offering Circular, in connection with the Rights Issue or the issue of the Rights,
the VPS Subscription Rights and the Rights Shares and, if given or made, such information or
representations must not be relied upon as having been authorised by CIMC Raffles or the CIMC
Raffles Group. Save as may be expressly stated in this Offering Circular, nothing contained herein is,
or may be relied upon as, a promise or representation as to the future financial position, financial
performance, prospects or policies of CIMC Raffles or the CIMC Raffles Group.
Neither the delivery of this Offering Circular nor the issue of the Rights, the VPS Subscription Rights
and the Rights Shares shall, under any circumstances, constitute a continuing representation, or give
rise to any implication, that there has been no material change in the affairs of CIMC Raffles or the
CIMC Raffles Group, or any of the information contained herein, since the date hereof. Where such
changes occur after the date hereof and are material, or are required to be disclosed by law, CIMC
Raffles will publicly announce the same through an announcement to be posted on CIMC Raffles’
website at http://www.cimc-raffles.com and, where permitted, the website of the Norwegian Securities
i

IMPORTANT NOTICE
Dealers Association at http://www.nfmf.no as well. All Entitled Registered Shareholders and their
renouncees, and all Entitled VPS Shareholders and the Purchasers, as the case may be, should take
note of any such announcement and, upon the release of such announcement, shall be deemed to
have notice of such changes.
CIMC Raffles makes no representation or warranty to any person regarding the legality of an
investment in the Rights, the VPS Subscription Rights, the Rights Shares and/or the Shares by such
person under any investment or any other laws or regulations.
CIMC Raffles is not making any representation, warranty or recommendation whatsoever as to the
merits of the Rights Issue, the Rights, the VPS Subscription Rights, the Rights Shares, the Shares,
CIMC Raffles, the CIMC Raffles Group or any other matter related thereto or in connection therewith.
Nothing in this Offering Circular or its accompanying documents shall be construed as a
recommendation to purchase or subscribe for the Rights, the VPS Subscription Rights, the Rights
Shares and/or the Shares.
This Offering Circular and the accompanying documents have been prepared solely for the purpose of
the acceptance of and excess application for the Rights Shares by Entitled Registered Shareholders
through the Share Registrar, and subscription for the Rights Shares (including, if applicable,
subscription for excess Rights Shares) by Entitled VPS Shareholders through the VPS Registrar, under
the Rights Issue, and may not be relied upon by any persons (other than Entitled Registered
Shareholders and their renouncees, and the Entitled VPS Shareholders and the Purchasers) or for any
other purpose.
This Offering Circular, the PAL and the VPS Subscription Form may not be used for the purpose of, and
do not constitute or form part of, any offer or sale of, any invitation for subscription or purchase of, or
any offer to subscribe or purchase, the Rights, the VPS Subscription Rights or the Rights Shares in any
jurisdiction or in any circumstances in which such an offer, sale, invitation or solicitation is unlawful or
not authorised or to any person to whom it is unlawful to make such an offer, sale, invitation or
solicitation.
The distribution of this Offering Circular and/or its accompanying documents may be prohibited
or restricted by law (either absolutely or subject to various requirements, whether legal or
administrative, being complied with) in certain jurisdictions under the relevant laws of those
jurisdictions. Entitled Shareholders or any other persons having possession of this Offering
Circular are advised to keep themselves informed of and observe such prohibitions and
restrictions at their own expense and without liability to CIMC Raffles, the Share Registrar or the
VPS Registrar. Please refer to the section “Eligibility of Shareholders to Participate in the Rights
Issue” of this Offering Circular for further information.
ii

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
All statements contained in this Offering Circular, statements made in press releases and oral
statements that may be made by CIMC Raffles or its Directors, officers or employees acting on its
behalf, that are not statements of historical fact, constitute “forward-looking statements”. Some of these
statements can be identified by words that have a bias towards the future, or are forward-looking, such
as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”,
“probable”, “project”, “should”, “will” and “would” or similar words. However, these words are not the
exclusive means of identifying forward-looking statements. All statements regarding the CIMC Raffles
Group’s expected financial position, business strategy, future plans and prospects are forward-looking
statements. These forward-looking statements, including statements as to the CIMC Raffles Group’s
revenue and profitability, prospects, future plans and other matters discussed in this Offering Circular
regarding matters that are not historical facts, are only predictions. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause the CIMC Raffles
Group’s actual, future results, performance or achievements to be materially different from any future
results, performance or achievements expected, expressed or implied by such forward-looking
statements.
Given the risks and uncertainties that may cause the CIMC Raffles Group’s actual future results,
performance or achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Offering Circular, undue reliance must not be placed on these
statements. The CIMC Raffles Group’s actual results, performance or achievements may differ
materially from those anticipated in these forward-looking statements. Neither CIMC Raffles nor any
other person represents or warrants that the CIMC Raffles Group’s actual future results, performance
or achievements will be as discussed in those statements.
Further, CIMC Raffles disclaims any responsibility to update any of those forward-looking statements
or publicly announce any revisions to those forward-looking statements to reflect future developments,
events or circumstances for any reason, even if new information becomes available or other events
occur in the future. Where such developments, events or circumstances occur and are material, or are
required to be disclosed by law, CIMC Raffles will publicly announce the same through an
announcement to be posted on CIMC Raffles’ website at http://www.cimc-raffles.com and, where
permitted, the website of the Norwegian Securities Dealers Association at http://www.nfmf.no as well.
iii

CORPORATE INFORMATION
Directors : Mai Bo Liang (Chairman)
Brian Chang (Deputy Chairman and Chief Executive Officer)
Chang Yee Meng Malcolm (Executive Director)
Yu Ya (Executive Director)
Yu Yu Qun (Executive Director)
Wang Yu (Executive Director)
Liu Chee Ming (Independent Director)
Yu Ning (Independent Director)
Zhang Li Min (Independent Director)
Registered Address : 1 Claymore Drive
#08-04 Orchard Tower Rear Block Apartment
Singapore 229594
Principal Place of Business : No. 70 Zhifu East Road
Zhifu Island, Zhifu District
Yantai Shandong
People’s Republic of China 264000
Legal Adviser to the
Company On Singapore Laws
: Kelvin Chia Partnership
6 Temasek Boulevard
29th Floor
Suntec Tower Four
Singapore 038986
Share Registrar : Kinetica Pte. Ltd.
6 Temasek Boulevard
29th Floor
Suntec Tower Four
Singapore 038986
VPS Registrar : DnB NOR Bank ASA
Registrars Department
Stranden 21
NO-0021 Oslo
Norway
Receiving Bank : The Royal Bank of Scotland N.V., Singapore
1 Raffles Quay
South Tower Level 21
Singapore 048583
iv

CONTENTS
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
EXPECTED TIMETABLE OF KEY EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SUMMARY OF RIGHTS ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SUMMARY OF THE BUSINESS OF THE CIMC RAFFLES GROUP. . . . . . . . . . . . . . . . . . . 15
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE. . . . . . . . . . 32
SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
TAKE-OVER LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
INFORMATION ON THE CIMC RAFFLES GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
OPERATING AND FINANCIAL REVIEW AND PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . 46
ADDITIONAL INFORMATION ON THE RIGHTS ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
APPENDICES
A
Consolidated Income Statement for FY2007 and Consolidated Statement of
Comprehensive Income for FY2008 and FY2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
B Statements of Financial Position as at 31 December 2009. . . . . . . . . . . . . . . . . . . . 59
C Consolidated Statement of Cash Flows for FY2009 . . . . . . . . . . . . . . . . . . . . . . . . . 60
D Procedures for Entitled Registered Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 62
E Procedures for Entitled VPS Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
1

DEFINITIONS
In this Offering Circular, the PAL and the VPS Subscription Form, the following definitions shall apply
throughout unless the context otherwise requires or unless otherwise stated:
“Announcement Date” : 5 July 2010, being the date of announcement of the Rights
Issue
“Articles” : The Articles of Association of CIMC Raffles, as amended or
modified from time to time
“Board” : The board of Directors as at the date of this Offering Circular
“Books Closure Date” : In respect of:
(a) Registered Shareholders, 5.00 p.m. on 15 July 2010,
being the time and date at and on which the Register of
Members and Share Transfer Books of CIMC Raffles will
be closed to determine the provisional allotments of
Rights Shares of Entitled Registered Shareholders under
the Rights Issue; or
(b)
VPS Shareholders, 15 July 2010, Norwegian time, being
the date on which VPS Shareholders must be registered
in the VPS register of CIMC Raffles to determine
entitlements of Entitled VPS Shareholders under the
Rights Issue (the Shares are traded ex-rights on the
NOTC from 9.00 a.m. on 12 July 2010, Norwegian time)
“CIMC” : China International Marine Containers (Group) Co., Ltd.
“CIMC HK” : China International Marine Containers (Hong Kong) Limited
“CIMC Offshore Holdings” : CIMC Offshore Holdings Limited (formerly known as Bright
Day Limited)
“CIMC Raffles” : CIMC Raffles Offshore (Singapore) Limited (formerly known
as Yantai Raffles Shipyard Limited)
“CIMC Raffles ESOS” : The CIMC Raffles Offshore (Singapore) Limited Executive
Share Option Scheme approved and adopted by CIMC Raffles
at an extraordinary general meeting held on 21 June 2006
“CIMC Raffles Group” : CIMC Raffles and its subsidiaries
“Closing Date” : In respect of:
(a)
the Rights, 5.00 p.m. on 2 August 2010, or such other
time(s) and/or date(s) as may be announced from time to
time by CIMC Raffles, being the last time and date for
acceptance of and (if applicable) excess application and
payment for, the Rights Shares through the Share
Registrar; or
2

DEFINITIONS
(b) the VPS Subscription Rights, 4.30 p.m. on 26 July 2010,
Norwegian time, or such other time(s) and/or date(s) as
may be announced from time to time by CIMC Raffles,
being the last time and date for subscription for the
Rights Shares (including, if applicable, subscription for
excess Rights Shares) by Entitled VPS Shareholders
through the VPS Registrar
“Code” : The Singapore Code on Take-overs and Mergers, as amended
or modified from time to time
“Companies Act” : The Companies Act, Chapter 50 of Singapore, as amended or
modified from time to time
“Directors” : The directors of CIMC Raffles as at the date of this Offering
Circular
“Entitled Registered
Shareholders”
: Registered Shareholders as at the Books Closure Date whose
registered addresses with CIMC Raffles are in Singapore or
Norway, and such other Registered Shareholders as at the
Books Closure Date with registered addresses outside
Singapore and Norway where CIMC Raffles is satisfied, at its
absolute discretion, that it is not precluded from offering the
Rights Shares to those Registered Shareholders either
unconditionally or after compliance with conditions which it
regards as acceptable
“Entitled Shareholders” : Entitled Registered Shareholders and Entitled VPS
Shareholders
“Entitled VPS Shareholders” : VPS Shareholders as at the Books Closure Date whose
registered addresses with the VPS Registrar are in Singapore
or Norway, and such other VPS Shareholders as at the Books
Closure Date with registered addresses outside Singapore
and Norway where CIMC Raffles is satisfied, at its absolute
discretion, that it is not precluded from offering the Rights
Shares to those VPS Shareholders either unconditionally or
after compliance with conditions which it regards as
acceptable
“FY” : Financial year ended or, as the case may be, ending
31 December
“Irrevocable Undertaking” : The irrevocable undertaking dated 5 July 2010 given by CIMC
Offshore Holdings to CIMC Raffles in relation to the Rights
Issue, as described in paragraph 4.6 of the section
“Additional Information on the Rights Issue” of this Offering
Circular
“Issue Price” : The issue price of the Rights Shares, being US$0.735 for each
Rights Share
3

DEFINITIONS
“Latest Practicable Date” : 2 July 2010, being the latest practicable date prior to the
printing of this Offering Circular
“NAV” : Net asset value
“Non-Entitled Shareholders” : Registered Shareholders other than Entitled Registered
Shareholders, and VPS Shareholders other than Entitled VPS
Shareholders
“NOTC” : The Norwegian Over-The-Counter system administered and
operated by the Norwegian Securities Dealers Association
“NOTC Trading Period” : The period from 9.00 a.m. on 20 July 2010 to 4.30 p.m. on
26 July 2010, Norwegian time, during which the VPS
Subscription Rights will be traded on the NOTC
“Offering Circular” : This document together with (where the context requires) the
PAL and the VPS Subscription Form and all other
accompanying documents, including any supplementary or
replacement document, which may be issued by CIMC Raffles
in connection with the Rights Issue
“PAL” : Provisional allotment letter to be issued to Entitled Registered
Shareholders setting out the provisional allotments of Rights
Shares of such Entitled Registered Shareholders under the
Rights Issue
“PRC” : People’s Republic of China
“Purchaser” : A purchaser of the VPS Subscription Rights on the NOTC
whose registered address with the VPS Registrar is in
Singapore or Norway
“Registered Shareholders” : Registered holders of Shares named in the Register of
Members of CIMC Raffles
“Registered Shareholders
Subscription Period”
: The period from 19 July 2010 to the Closing Date, during which
Entitled Registered Shareholders may accept and (if
applicable) apply and pay for the Rights Shares through the
Share Registrar
“Rights” : Provisional entitlements of Entitled Registered Shareholders
to subscribe for the Rights Shares under the Rights Issue, as
evidenced by the PAL
“Rights Issue” : Renounceable non-underwritten rights issue by CIMC Raffles
of 136,782,500 Rights Shares at the Issue Price, on the basis
of one (1) Rights Share for every two (2) existing Shares held
as at the Books Closure Date, rounded down to the nearest
Rights Share, on the terms and the conditions of this Offering
Circular
4

DEFINITIONS
“Rights Shares” : 136,782,500 new Shares to be allotted and issued by CIMC
Raffles pursuant to the Rights Issue
“SFA” : Securities and Futures Act, Chapter 289 of Singapore, as
amended or modified from time to time
“Shares” : Issued and paid-up ordinary shares in the capital of CIMC
Raffles
“Share Options” : Options to subscribe for Shares granted under the CIMC
Raffles ESOS
“Share Registrar” : Kinetica Pte. Ltd.
“Substantial Shareholder” : A person who has an interest or interests in voting shares in
CIMC Raffles representing not less than 5% of all the voting
Shares in CIMC Raffles
“US” : United States of America
“VPS” : Verdipapirsentralen, or Norwegian Central Securities
Depository
“VPS Registrar” : DnB NOR Bank ASA, Registrar Department
“VPS Shareholders” : Persons who are registered in the VPS register of CIMC
Raffles as holders of beneficial interests in the VPS Shares
“VPS Shares” : Shares registered in the name of the VPS Registrar and held
by the VPS Registrar as nominee for the VPS Shareholders,
and which are registered in the VPS and traded on the NOTC
“VPS Subscription Form” : Subscription form to be used by Entitled VPS Shareholders to
subscribe for the Rights Shares (including, if applicable,
excess Rights Shares) through the VPS Registrar
“VPS Subscription Period” : The period from 20 July 2010 to the Closing Date, Norwegian
time, during which Entitled VPS Shareholders may subscribe
for the Rights Shares (including, if applicable, excess Rights
Shares) pursuant to the VPS Subscription Rights through the
VPS Registrar
“VPS Subscription Rights” : VPS registered subscription rights derived from the Rights in
respect of the VPS Shares held by the VPS Registrar, which
subscription rights are tradable on the NOTC during the NOTC
Trading Period
“C” : Euro dollar
“NOK” : Norwegian Krone
“RMB” : Chinese Renminbi
5

DEFINITIONS
“S$” and “cents” : Singapore dollar and cents, respectively
“US$” and “US cents” : United States dollar and cents, respectively
“%” or “per cent” : Percentage or per centum
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons shall, where applicable, include corporations.
Any reference to a time of day in this Offering Circular, the PAL and the VPS Subscription Form shall
be a reference to Singapore time unless otherwise stated. Any reference to a date and/or time in this
Offering Circular, the PAL and the VPS Subscription Form in relation to the Rights Issue (including but
not limited to the Closing Date, and the last dates and times for acceptance and (if applicable) excess
application and payment by Entitled Registered Shareholders and for subscription by Entitled VPS
Shareholders) shall include such other date(s) and/or time(s) as may be announced from time to time
by CIMC Raffles.
Any reference in this Offering Circular, the PAL and the VPS Subscription Form to any enactment is a
reference to that enactment for the time being amended or re-enacted. Any words defined in the
Companies Act or the SFA, or any modification thereof, and used in this Offering Circular shall, where
applicable, have the meanings ascribed to them respectively under the Companies Act, the SFA, or
such modification thereof, as the case may be, unless otherwise provided.
Any discrepancies in figures included in this Offering Circular between the amounts listed and the totals
thereof are due to rounding. Accordingly, figures shown as totals in this Offering Circular may not be an
arithmetic aggregation of the figures that precede them.
6

EXPECTED TIMETABLE OF KEY EVENTS
The important dates and times (Singapore time, unless otherwise stated) for the Rights Issue are as
follows:
Shares traded ex-rights on the NOTC : Monday, 12 July 2010 from 9.00 a.m.,
Norwegian time
Books Closure Date in respect of Registered
Shareholders
Books Closure Date in respect of VPS
Shareholders
Despatch of Offering Circular and PAL to Entitled
Registered Shareholders
Despatch of Offering Circular and VPS
Subscription Form to Entitled VPS Shareholders
Commencement of Registered Shareholders
Subscription Period
: Thursday, 15 July 2010 at 5.00 p.m.
: Thursday, 15 July 2010, Norwegian time
: Friday, 16 July 2010
: Friday, 16 July 2010, Norwegian time
: Monday, 19 July 2010
Commencement of NOTC Trading Period : Tuesday, 20 July 2010 from 9.00 a.m.,
Norwegian time
Commencement of VPS Subscription Period : Tuesday, 20 July 2010, Norwegian time
Last date and time for splitting Rights of Entitled
Registered Shareholders
: Monday, 26 July 2010 at 5.00 p.m.
Expiry of NOTC Trading Period : Monday, 26 July 2010 at 4.30 p.m.,
Norwegian time
Expiry of VPS Subscription Period : Monday, 26 July 2010 at 4.30 p.m.,
Norwegian time
Expiry of Registered Shareholders Subscription
Period
Payment date for subscriptions made through the
VPS Registrar
: Monday, 2 August 2010 at 5.00 p.m.
: Monday, 9 August 2010
Expected date for issue of Rights Shares : Friday, 13 August 2010
Expected date for crediting relevant VPS
accounts with Rights Shares
Expected date for commencement of trading of
Rights Shares on the NOTC
: Monday, 16 August 2010
: Monday, 16 August 2010
The above timetable is indicative only and is subject to change. As at the date of this Offering Circular,
CIMC Raffles does not expect the above timetable to be modified. However, CIMC Raffles may modify
the above timetable subject to any limitation under any applicable laws. In such an event, CIMC Raffles
will publicly announce the same through an announcement to be posted on CIMC Raffles’ website at
http://www.cimc-raffles.com and, where permitted, the website of the Norwegian Securities Dealers
Association at http://www.nfmf.no.
7

LETTER FROM THE BOARD
15 July 2010
Directors:
Mai Bo Liang (Chairman)
Brian Chang (Deputy Chairman and Chief Executive Officer)
Chang Yee Meng Malcolm (Executive Director)
Yu Ya (Executive Director)
Yu Yu Qun (Executive Director)
Wang Yu (Executive Director)
Liu Chee Ming (Independent Director)
Yu Ning (Independent Director)
Zhang Li Min (Independent Director)
Registered Office:
1 Claymore Drive
#08-04
Orchard Tower Rear
Block Apartment
Singapore 229594
Dear Shareholders,
RIGHTS ISSUE TO RAISE GROSS PROCEEDS OF US$100.5 MILLION
1. Introduction
On 5 July 2010, we announced a capital raising through the Rights Issue to raise gross proceeds
of approximately US$100.5 million. Under the Rights Issue, Entitled Shareholders will be entitled
to subscribe for one (1) Rights Share for every two (2) existing Shares held as at the Books
Closure Date at the Issue Price of US$0.735 for each Rights Share.
2. Rationale
2.1 Rationale
The Rights Issue is being undertaken by CIMC Raffles to raise funds to improve the facilities at
its existing shipyards and to build new shipyards, to strengthen its balance sheet structure, and
for future investments and working capital requirements.
2.2 To improve facilities at existing shipyards and to build new shipyards
CIMC Raffles has a vision to develop itself into a yard of choice with state-of-the-art construction
infrastructure for building offshore marine facilities. CIMC Raffles believes its existing innovative
yard facilities have attracted considerable interest from both present and potential clients. One of
CIMC Raffles’ key strategies is to continue to improve its facilities to enhance its competitive
advantage. CIMC Raffles believes that these investments will reap tremendous benefits for the
CIMC Raffles Group, enabling it to increase its production capacity, and improve efficiency and
safety standards.
CIMC Raffles’ planned investments in capital expenditure include the second phase of an
18-metre deepwater wharf at its main shipyard located in Yantai, Shandong, which will give CIMC
Raffles a significant competitive advantage in building semi-submersible drilling rigs, floating
production storage and offloading (FPSO) vessels, floating production unit vessels and other
similar vessels. At its shipyard located in Haiyang, Shandong, workshops will be built to enable
more construction work to be performed under shelter which minimises the effect of adverse
weather on production. A newly acquired shipyard in Longkou, Shandong, will also be developed
into a world-class construction yard for building jack-up drilling rigs.
The Rights Issue will provide part of the funds required by CIMC Raffles to improve the facilities
at its existing shipyards and to build new shipyards.
8

LETTER FROM THE BOARD
2.3 To strengthen the balance sheet structure of CIMC Raffles
The Board recognises the need to strengthen the balance sheet structure of CIMC Raffles so as
to ensure that the CIMC Raffles Group remains competitive in the industry and is able to better
respond to new business opportunities when they arise.
CIMC Raffles operates in a capital intensive industry. Besides heavy capital investment in yard
infrastructure, the construction of an offshore marine facility typically spans a period of 18 to 50
months and requires significant resources. A strong balance sheet structure is essential to enable
the CIMC Raffles Group to secure the required banking facilities (including but not limited to
project bank loans and bonds, working capital facilities and fixed assets loans, trade facilities,
foreign currency facilities and interest rate swap facilities) for the purpose of its operations and
expansion on favourable and competitive terms.
In this regard, the Rights Issue will strengthen the balance sheet of CIMC Raffles. Part of the
proceeds from the Rights Issue will also be used to repay some of the existing borrowings of the
CIMC Raffles Group. The improved balance sheet structure of CIMC Raffles is expected to
enhance its ability to win new orders and secure corresponding project financing.
2.4 Future investments and working capital
The Rights Issue will provide funds for future investments and the working capital requirements
of the CIMC Raffles Group.
Future investments will be made as and when opportunities are identified and as and when the
Board deems appropriate, and may include strategic joint ventures with third parties with a view
to developing and expanding the CIMC Raffles Group’s market, partnership with significant
players in the supply chain in the offshore marine facilities industry, and construction or purchase
of oil drilling rigs or other offshore marine facilities to be leased to third parties.
In particular, CIMC Raffles and Far Eastern Shipbuilding and Repair Center, a Russian
shipbuilding company, have jointly incorporated a joint venture company in Russia with a view to
constructing a shipyard in Primorsky, Russia. Part of the net proceeds of the Rights Issue may be
used for the injection of equity into the joint venture company.
3. Value Proposition for Shareholders
3.1 The capital raising is undertaken through a rights issue which would enable Entitled Shareholders
to maintain their proportionate shareholdings in CIMC Raffles.
3.2 The Issue Price represents a discount of approximately:
(a)
(b)
(c)
5.6% to the last transacted price of NOK5 per Share on the NOTC before the Announcement
Date 1 ;
3.9% to the theoretical ex-rights price 2 of NOK4.91 per Share 1 ; and
43.9% to CIMC Raffles’ pro forma post-Rights Issue NAV of approximately S$1.83 per
Share.
1
2
Computed based on the exchange rate of US$1.00:NOK6.4229.
The theoretical ex-rights price is the theoretical transacted price of each Share assuming the completion of the Rights Issue,
and is calculated based on the last transacted price of NOK5 per Share on the NOTC before the Announcement Date and
the number of Shares following completion of the Rights Issue. As at the Announcement Date, only 131,299,700 Shares,
out of a total of 273,565,000 issued Shares, are registered in the VPS and traded on the NOTC.
9

LETTER FROM THE BOARD
3.3 The Rights Issue is renounceable and Entitled Shareholders who do not wish to subscribe for the
Rights Shares may choose to renounce their Rights (in the case of Entitled Registered
Shareholders) or sell their VPS Subscription Rights on the NOTC (in the case of Entitled VPS
Shareholders). In addition, Entitled Shareholders may apply or subscribe for additional Rights
Shares in excess of their entitlements under the Rights Issue.
3.4 The Board believes that the Rights Issue is in the best interests of shareholders and the CIMC
Raffles Group as a whole.
4. Principal Terms of Rights Issue
4.1 The Rights Shares will be offered to Entitled Shareholders on the basis of one (1) Rights Share
for every two (2) existing Shares held as at the Books Closure Date.
Based on the total number of 273,565,000 issued Shares as at the Latest Practicable Date, and
assuming that no new Shares will be issued after the Latest Practicable Date and before the
Books Closure Date, an aggregate of 136,782,500 Rights Shares will be allotted and issued
pursuant to the Rights Issue.
4.2 The issue of the Rights Shares will be made pursuant to the authority granted under the terms of
the general share issue mandate approved by Registered Shareholders at the Annual General
Meeting of CIMC Raffles held on 11 June 2010.
4.3 The Rights Shares will, upon allotment and issue, rank pari passu in all respects with the existing
Shares, save for any dividends, rights, allotments or other distributions, the record date for which
falls before the date of issue of the Rights Shares.
5. Financial Effects
After the completion of the Rights Issue:
(a) the total number of issued Shares will increase from 273,565,000 Shares to 410,347,500
Shares, and the total issued and paid-up share capital of CIMC Raffles will increase from
S$594,416,915 3 to S$734,552,843;
(b)
(c)
(d)
the earnings per Share (based on the audited profit net of tax after minority interest for
FY2009) will decrease from approximately 9.99 Singapore cents to approximately 6.66
Singapore cents;
the NAV per Share (based on the audited NAV as at 31 December 2009) will be reduced
from approximately S$2.23 to approximately S$1.83; and
the gearing of the CIMC Raffles Group will be reduced from approximately 1.18 as at
31 December 2009 to approximately 0.77.
Please see paragraph 4 on “Financial Effects of the Rights Issue” in the section “Operating
and Financial Review and Prospects” of this Offering Circular for further information.
3
Based on filings made with the Accounting and Corporate Regulatory Authority of Singapore.
10

LETTER FROM THE BOARD
6. Irrevocable Undertaking
As at the Latest Practicable Date, CIMC Offshore Holdings holds directly and indirectly
approximately 81.96% of the total number of issued Shares. CIMC Offshore Holdings has given
the Irrevocable Undertaking to CIMC Raffles, pursuant to which it undertook to accept and pay for
its provisional allotments of the Rights Shares under the Rights Issue in full, and to apply and pay
for all excess Rights Shares which are not allotted or otherwise taken up under the Rights Issue.
CIMC Offshore Holdings will rank last in priority in the allocation of excess Rights Shares.
In view of the Irrevocable Undertaking, the Rights Issue is not underwritten by any financial
institution.
7. What you need to do
7.1 The last time and date for acceptances of and (if applicable) excess applications and payment for
the Rights Shares by Entitled Registered Shareholders is 5.00 p.m. on 2 August 2010.
The last time and date for Entitled VPS Shareholders to trade their VPS Subscription Rights on
the NOTC is 4.30 p.m. on 26 July 2010, Norwegian time. The last time and date for Entitled VPS
Shareholders to subscribe for the Rights Shares (including, if applicable, subscription for excess
Rights Shares) pursuant to the VPS Subscription Rights is 4.30 p.m. on 26 July 2010,
Norwegian time.
The procedures, and terms and conditions, for acceptances, excess applications and payment by
Entitled Registered Shareholders, and for subscription for the Rights Shares (including, if
applicable, subscription for excess Rights Shares) by Entitled VPS Shareholders, are set out in
Appendices D and E respectively to this Offering Circular.
7.2 If you are in any doubt as to the action you should take, you should immediately seek your own
financial or other advice from your stockbroker, bank manager, solicitor or other independent
professional adviser.
7.3 Your attention is drawn to the other information contained in this Offering Circular (of which this
letter forms a part). Please note that you are advised to read this Offering Circular in its entirety
and not rely solely on the summary information contained in this letter.
Yours faithfully,
Mai Bo Liang
Chairman
CIMC Raffles Offshore (Singapore) Limited
11

SUMMARY OF RIGHTS ISSUE
The following is a summary of the principal terms and conditions of the Rights Issue and is derived from,
and should be read in conjunction with, the full text of this Offering Circular, and is qualified in its entirety
by reference to information appearing elsewhere in this Offering Circular.
Basis of Provisional
Allotment
: The Rights Issue is made on a renounceable non-underwritten
basis to Entitled Shareholders on the basis of one (1) Rights Share
for every two (2) existing Shares held as at the Books Closure Date,
rounded down to the nearest Rights Share.
Issue Price : US$0.735 for each Rights Share.
Discount : The Issue Price represents a discount of approximately:
(a)
5.6% to the last transacted price of NOK5 per Share on the
NOTC before the Announcement Date 4 ;
(b) 3.9% to the theoretical ex-rights price 5 of NOK4.91 per
Share 4 ; and
(c)
43.9% to CIMC Raffles’ pro forma post-Rights Issue NAV of
approximately S$1.83 per Share.
Rationale and Use of
Proceeds
: The Rights Issue is being undertaken by CIMC Raffles to raise
funds to improve the facilities at its existing shipyards and to build
new shipyards, to strengthen its balance sheet structure, and for
future investments and working capital requirements.
Please see the section “Use of Proceeds” of this Offering Circular
for further information.
Number of Rights Shares
to be issued
: 136,782,500 Rights Shares to be allotted and issued, based on the
total number of 273,565,000 issued Shares as at the Latest
Practicable Date and assuming that no Shares will be issued
pursuant to the exercise of outstanding Share Options after the
Latest Practicable Date but before the Books Closure Date.
The issue of the Rights Shares will be made pursuant to the
authority granted under the terms of the general share issue
mandate approved by Registered Shareholders at the Annual
General Meeting of CIMC Raffles held on 11 June 2010.
Estimated Net Proceeds : Based on the total number of 273,565,000 issued Shares as at the
Latest Practicable Date, the Rights Issue will raise gross proceeds
of approximately US$100.5 million, and the estimated net proceeds
of the Rights Issue after deducting estimated expenses of
approximately US$0.2 million are expected to be approximately
US$100.3 million.
4
5
Computed based on the exchange rate of US$1.00:NOK6.4229.
The theoretical ex-rights price is the theoretical transacted price of each Share assuming the completion of the Rights Issue,
and is calculated based on the last transacted price of NOK5 per Share on the NOTC before the Announcement Date and
the number of Shares following completion of the Rights Issue. As at the Announcement Date, only 131,299,700 Shares,
out of a total of 273,565,000 issued Shares, are registered in the VPS and traded on the NOTC.
12

SUMMARY OF RIGHTS ISSUE
Status of the Rights
Shares
Eligibility to Participate in
the Rights Issue
Acceptance, Excess
Application and Payment
by Entitled Registered
Shareholders
: The Rights Shares will, upon allotment and issue, rank pari passu
in all respects with the existing Shares, save for any dividends,
rights, allotments or other distributions, the record date for which
falls before the date of issue of the Rights Shares.
: Please refer to the section “Eligibility of Shareholders to
Participate in the Rights Issue” of this Offering Circular.
: Entitled Registered Shareholders will be at liberty to accept, decline
or otherwise renounce their Rights and will be eligible to apply for
additional Rights Shares in excess of their provisional allotments
under the Rights Issue using the PAL during the Registered
Shareholders Subscription Period.
The Rights of Entitled Registered Shareholders will not be traded on
the NOTC. Only the VPS Subscription Rights will be traded on the
NOTC. Accordingly, the PALs which are issued to Entitled
Registered Shareholders will not be valid for delivery pursuant to
trades done on the NOTC.
The procedures for, and terms and conditions applicable to,
acceptance, excess application and payment by Entitled Registered
Shareholders are set out in Appendix D to this Offering Circular
and the PAL.
Trading of VPS
Subscription Rights and
subscription for Rights
Shares by Entitled VPS
Shareholders
: Entitled VPS Shareholders may trade their VPS Subscription Rights
on the NOTC during the NOTC Trading Period.
Entitled VPS Shareholders may subscribe for their entitlements to
the Rights Shares as well as apply for additional Rights Shares in
excess of their entitlements during the VPS Subscription Period. All
subscription for the Rights Shares (including, if applicable,
subscription for excess Rights Shares) pursuant to the VPS
Subscription Rights is to be made through the VPS Registrar on the
VPS Subscription Form during the VPS Subscription Period.
The procedures for, and terms and conditions applicable to, the
subscription for the Rights Shares (including, if applicable,
subscription for excess Rights Shares) pursuant to the VPS
Subscription Rights are set out in Appendix E to this Offering
Circular and the VPS Subscription Form.
Excess Rights Shares : Disregarded fractional entitlements of Rights Shares will be
aggregated with entitlements to the Rights Shares which are not
allotted or otherwise taken up for any reason and shall be used to
satisfy excess applications or subscriptions for Rights Shares (if
any) or otherwise disposed of or dealt with in such manner as the
Directors may in their absolute discretion deem fit in the interests of
CIMC Raffles. In the allotment of excess Rights Shares applied for
through the Share Registrar using the PAL, Substantial
Shareholders and Directors will rank last.
13

SUMMARY OF RIGHTS ISSUE
Trading of the Rights
Shares
: The Rights Shares to be allotted and issued to the VPS Registrar as
nominee for the VPS Shareholders will be registered in the VPS and
traded on the NOTC.
Please see Appendix E to this Offering Circular for further
information.
Irrevocable Undertaking : CIMC Offshore Holdings holds directly and indirectly approximately
81.96% of the total number of issued Shares as at the Latest
Practicable Date and has given to CIMC Raffles the Irrevocable
Undertaking, pursuant to which it undertook to accept and pay for
its provisional allotments of the Rights Shares under the Rights
Issue in full, and to apply and pay for all excess Rights Shares
which are not allotted or otherwise taken up under the Rights Issue.
In the allotment of excess Rights Shares, CIMC Offshore Holdings
will rank last.
Governing Law : Laws of Singapore
In view of the Irrevocable Undertaking, the Rights Issue is not
underwritten by any financial institution.
Please see paragraph 4.6 of the section “Additional Information
on the Rights Issue” of this Offering Circular for further
information.
14

SUMMARY OF THE BUSINESS OF THE CIMC RAFFLES GROUP
This summary highlights information contained elsewhere in this Offering Circular. This summary does
not contain all the information that may be important to an investor before deciding to invest in the
Rights, the VPS Subscription Rights or the Rights Shares. Investors should read this entire Offering
Circular carefully and the section “Risk Factors” before making an investment decision.
OVERVIEW OF THE CIMC RAFFLES GROUP
CIMC Raffles was incorporated on 7 March 1994 in Singapore under the Companies Act as a private
limited company under the name of The China Gas & Power Corporation Pte Ltd which was
subsequently changed to Ansalventure Pte Ltd and then to Taisun Shipyard Pte Ltd. On 7 October
1997, its name was further changed to Yantai Raffles Shipyard Pte. Ltd. Subsequently, it was converted
to a public limited company on 28 April 2006 and its name was changed to Yantai Raffles Shipyard
Limited. CIMC Raffles adopted its present name, CIMC Raffles Offshore (Singapore) Limited, on
11 June 2010, to reflect that CIMC has become the indirect controlling shareholder of CIMC Raffles
following the voluntary unconditional cash offer described below.
The CIMC Raffles Group is one of the largest offshore shipyards in the PRC, and also carries on other
related business as mentioned below. It carries on its operations primarily in shipyards located in the
PRC. The Shares have been traded on the NOTC since 2006.
In November 2008, CIMC completed the acquisition of its initial 10% stake in CIMC Raffles, and
subsequently increased its stake in CIMC Raffles to approximately 18.3% through open market
purchases on the NOTC. Pursuant to a voluntary unconditional cash offer for CIMC Raffles by CIMC
Offshore Holdings launched in November 2009 and which closed in January 2010, and certain
transactions between entities controlled by CIMC and entities controlled by Mr Brian Chang, CIMC is
now the controlling shareholder of CIMC Raffles. As at the Latest Practicable Date, CIMC Offshore
Holdings holds directly and indirectly approximately 81.96% of the total number of issued Shares, and
CIMC Offshore Holdings is in turn controlled indirectly as to approximately 61.02% by CIMC and
indirectly as to approximately 38.98% by Mr Brian Chang.
CIMC was incorporated in 1980 in Shenzhen, PRC, and was listed on the Shenzhen Stock Exchange
in 1994. CIMC is a leading manufacturer and supplier of containers, trailers, tank equipment, petrol
chemical equipment, transportation, liquid natural gas and airport boarding bridges. It has over 100
subsidiaries in China, North America, Europe, Asia and Australia.
BUSINESS OF THE CIMC RAFFLES GROUP
The CIMC Raffles Group operates one of the largest offshore shipyards in the PRC. The CIMC Raffles
Group designs and builds facilities for the offshore oil and gas and international marine industry. The
CIMC Raffles Group is able to produce a wide range of offshore marine facilities, including
semi-submersible drilling rigs, jack-up drilling rigs, heavy lift carriers, pipelay vessels, fall pipe vessels,
accommodation barges, platform supply vessels, floating production storage and offloading vessels,
floating storage and offloading vessels, permanent floating production units and anchor handling supply
tug vessels.
The main shipyard of the CIMC Raffles Group, which is held through Yantai CIMC Raffles Shipyard Co.,
Ltd and Yantai CIMC Raffles Offshore Ltd, is located in Yantai, Shandong and spans more than 425,000
square metres. The Yantai shipyard is equipped with large state-of-the-art offshore marine construction
infrastructure, including the dual-beam gantry crane ‘Taisun’ (), which is the world’s largest crane
with a lifting capacity of 20,000 metric tonnes and has won several engineering and technological
awards as well as achieved one of the world’s heaviest weight lifted by a crane.
15

SUMMARY OF THE BUSINESS OF THE CIMC RAFFLES GROUP
The CIMC Raffles Group has a second shipyard, held through Haiyang CIMC Raffles Offshore Ltd,
which is located in Haiyang, Shandong. The Haiyang shipyard has an existing land area of
approximately 430,000 square metres and became operational sometime in 2008.
In April 2010, the CIMC Raffles Group through Yantai CIMC Raffles Offshore Ltd completed the
acquisition of a shipyard located at Longkou, Shandong, through the acquisition of the entire equity
interest in Longkou Sanlian Offshore Engineering Co., Ltd (which has since been renamed Longkou
CIMC Raffles Offshore Ltd). The Longkou shipyard has an existing land area of more than 413,000
square metres. Construction of the Longkou shipyard is ongoing and it will be developed into a
world-class construction yard for building jack-up drilling rigs.
Apart from its main business described above, the CIMC Raffles Group is also engaged in the following
businesses:
• Chartering Business. The CIMC Raffles Group has started a chartering business for both the
local PRC and international markets.
• Repairs and Conversions. The CIMC Raffles Group repairs and converts a range of offshore
marine facilities, such as semi-submersible drilling platforms, semi-submersible barges, jack-up
drilling rigs, floating cranes, bulk carriers, and oil tankers.
• Heavy Lift Craneage. The dual-beam gantry crane ‘Taisun’ mentioned above serves not only
the mating needs of the CIMC Raffles Group in its building activities, but also provides
opportunities for third party shipyards with lesser lifting capacity to access the technology of the
gantry crane.
• Yachts. The CIMC Raffles Group constructs and sells luxury mega yachts.
16

RISK FACTORS
The risks described below and all other information contained in this Offering Circular should be
carefully considered before making an investment decision in relation to the Rights, the VPS
Subscription Rights or the Rights Shares. The risks described below are not the only risks faced by the
CIMC Raffles Group. Some risks are not yet known to the CIMC Raffles Group and there may be others
which are currently believed not to be material but may subsequently turn out to be so. If any of these
risks develops into actual events, the financial position, results, cashflow, business operations and
prospects of the CIMC Raffles Group (collectively referred to as “Business” in this section) and any
investment in the Shares or the Rights Shares could be, directly or indirectly, materially and adversely
affected. In the event that this occurs, the trading price of the Shares or the Rights Shares could
fluctuate or decline and all or part of any investment in the Shares or the Rights Shares may be lost.
This Offering Circular contains forward-looking statements relating to events that involve risks and
uncertainties. The CIMC Raffles Group’s actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including the risks faced by the CIMC
Raffles Group as described in this section and elsewhere in this Offering Circular. Please also see the
section “Cautionary Note on Forward-Looking Statements”.
RISKS ASSOCIATED WITH THE CIMC RAFFLES GROUP’S INDUSTRY AND BUSINESS
The CIMC Raffles Group is highly dependent on the level of offshore exploration by oil and gas
companies
The CIMC Raffles Group derives a significant portion of its revenues and cash flow from the sale of
offshore marine facilities, which are highly dependent on conditions of the oil and gas industry, and in
particular, the ability and willingness of oil and gas companies to make capital expenditures to explore
for, develop and produce crude oil and gas. Generally, capital expenditures by oil and gas companies
fluctuate as a result of current or anticipated fluctuations in the prices of oil and gas as well as other
factors, including:
• the availability of and demand for attractive oil and gas fields for economic exploration and
production;
• the impact of political instability or armed hostilities involving one or more oil and gas producing
nations;
• the cost of exploring for, producing and delivering oil and gas;
• level of drilling activity;
• the cost of developing alternative energy sources such as biofuels, solar power, wind power,
nuclear power and other sources;
• technological advances affecting oil and gas consumption;
• governmental regulations, in particular trade laws, tax policies and environmental regulations; and
• the overall global economic environment.
The CIMC Raffles Group derives most of its revenues from customers in the oil and gas industry. The
oil and gas industry has historically experienced periodic downturns. Declining oil or gas prices or
declining demand for oil or gas can depress offshore exploration, development and production activities
and result in decreased spending by the CIMC Raffles Group’s customers in the oil and gas industry,
17

RISK FACTORS
which could result in a decline in the demand for its offshore marine facilities and thus have a
substantial negative effect on the Business of the CIMC Raffles Group.
Worldwide demand and pricing in the offshore marine facilities industry are highly dependent
upon global economic conditions
The offshore marine facilities industry is cyclical in nature and is also sensitive to the cyclical nature of
the industries it serves, such as oil, gas and shipping. The demand for and pricing of the CIMC Raffles
Group’s offshore marine facilities are sensitive to global and regional economic conditions as well as
global and regional changes in demand and changes in the offshore marine facilities industry.
Continued growth in the world economy leading to increased demand for oil and gas is required to
sustain a continued demand for new offshore marine facilities.
In this regard, the global economic downturn, coupled with a corresponding drop in the demand for oil,
led to a decrease in capital expenditure in the offshore marine facilities industry in the past year or so,
and resulted in a general fall in demand for and the price of offshore marine facilities. Further, due to
the disruption in the global capital and credit markets, it became difficult for offshore marine facility
owners to secure financing and this has generally adversely affected new orders for offshore marine
facilities and also led to some existing orders being cancelled.
Although the global economy is showing nascent signs of recovery, there is no certainty that any such
recovery will continue or can be sustained. There is also no certainty that the global economy will not
slip into another recession, particularly given the severe debt crisis affecting Greece and which may
potentially also affect other European countries.
Like many other companies in the offshore marine facilities industry, the CIMC Raffles Group was
affected by the global economic downturn, although it has weathered the impact of the downturn
reasonably well. However, there is no assurance that the CIMC Raffles Group will continue to be able
to ride out the global economic downturn. In the event that the global economic conditions do not
continue to improve or there is a further deterioration in the global economic conditions, the Business
of the CIMC Raffles Group may be materially and adversely affected.
The CIMC Raffles Group has substantial amounts of borrowings and may not be able to meet its
payment obligations
The CIMC Raffles Group has and may continue to have a substantial amount of borrowings. As noted
in the results of the CIMC Raffles Group for FY2009, the external borrowings of the CIMC Raffles Group
have increased approximately 118.6% in FY2009 to approximately S$888.6 million as compared to
FY2008. As a result, the gearing ratio of the CIMC Raffles Group (which is the ratio of net borrowings
to equity) also increased from approximately 40.0% as at 31 December 2008 to approximately 117.7%
as at 31 December 2009.
The CIMC Raffles Group has historically serviced its obligations under its borrowings through cash
generated from its operations and refinancing secured from banks and financial institutions. However,
there can be no assurance that its cash flow will be sufficient to meet its payment obligations under its
outstanding borrowings, or that it will be able to secure refinancing, in the future. The CIMC Raffles
Group may also be required to dedicate a substantial portion of its cash flow from operations to making
payments on its borrowings, thereby reducing the availability of cash for other corporate purposes. The
occurrence of any of these events may materially and adversely affect the Business of the CIMC
Raffles Group.
18

RISK FACTORS
The continuing operation and expansion of the CIMC Raffles Group is dependent upon the
availability of financing
The CIMC Raffles Group operates in a capital intensive industry. The construction of an offshore marine
facility typically spans over a period of 18 to 50 months and requires significant resources, including
funds. While the requirement for funds is partly met by milestone payments from customers based on
the contract with the customers, depending on the extent to which the milestone payments match the
requirement for funds and whether it is able to manage its working capital efficiently, the CIMC Raffles
Group may still require a substantial amount of funds to meet any shortfall during the construction
period. The CIMC Raffles Group presently sources its funds primarily through a combination of internal
cash and external debt financing. Its growth strategy and the further expansion of its business will
require significant additional investments and capital. As such, the CIMC Raffles Group is dependent
upon and limited by its ability to secure additional financing, on commercially favourable terms or at all.
The recent disruption in the global capital and credit markets has led to difficulties in raising capital in
the global capital markets as well as a tightening of credit by banks and financial institutions. While the
CIMC Raffles Group has so far been able to borrow the funds necessary to finance its operations from
banks and financial institutions, prolonged disruptions to the credit markets could limit its ability to
borrow funds from its current funding sources or cause its continued access to funds to become more
expensive. As such, the CIMC Raffles Group may be forced to delay raising capital or pay unattractive
interest rates, thereby increasing its interest expense, decreasing its profitability and significantly
reducing its financial flexibility. This may materially and adversely affect the Business of the CIMC
Raffles Group.
Further, even if the CIMC Raffles Group is able to borrow the funds necessary to finance its operations,
the terms of its debt financing arrangements may contain restrictive financial covenants or covenants
which increase its costs or restrict its business and operations. In particular, if the CIMC Raffles Group
were to breach any of these restrictive financial covenants, it may have to immediately repay its
borrowings together with any related costs.
The CIMC Raffles Group did in fact breach the financial covenants for two of its loans in FY2009. One
of the loans matured shortly thereafter and was repaid in full, while the lender in respect of the other
loan waived the breach. If the CIMC Raffles Group were to breach its restrictive financial covenants and
be unable to obtain a waiver thereof or repay its borrowings, the Business of the CIMC Raffles Group
may be materially and adversely affected.
The high gearing ratio of the CIMC Raffles Group could also affect its ability to secure further bank
borrowings to meet operational and expansion needs. In this regard, CIMC Raffles intends to use
US$40.0 million out of the net proceeds of the Rights Issue to repay bank borrowings, and expects the
gearing ratio of the CIMC Raffles Group to be reduced from approximately 1.18 as at 31 December
2009 to approximately 0.77 immediately after the completion of the Rights Issue. Although the gearing
ratio of the CIMC Raffles Group is expected to improve after the Rights Issue, it still remains high and,
in addition, the CIMC Raffles Group may need to continue to obtain bank borrowings in order to fund
its operations and expansion. As such, the CIMC Raffles Group may be more vulnerable than its less
leveraged competitors to economic downturns, tightening of credit controls in financial markets or other
adverse developments in its business.
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RISK FACTORS
The CIMC Raffles Group is exposed to postponements of new orders, requests for delayed
delivery and/or cancellations of existing orders, default by customers and/or payment delays
Due to the recent global economic downturn and disruption in the global capital and credit markets, it
became difficult for offshore marine facility owners to secure financing for the acquisition of offshore
marine facilities. This has generally led to postponement in the placing of new orders, requests for
delayed delivery and the cancellation of existing orders in the offshore marine facilities industry. CIMC
Raffles has also been affected by such postponements, requests and cancellations. Should such
postponement, request and/or cancellation continue, the Business of the CIMC Raffles Group may be
materially and adversely affected.
Under the building contracts of the CIMC Raffles Group, customers typically make periodic milestone
payments during the construction of each offshore marine facility, based principally on the stages of
completion of construction. Its customers may be unable to meet their contractual payment obligations
to the CIMC Raffles Group, either in a timely manner or at all. The reasons for such non-payment or
payment delays may include the customer’s insolvency or bankruptcy, a general downturn in the
offshore marine facilities industry, the inability of the customer to raise sufficient financing for the
purchase of the offshore marine facility, and strategic or other business-related decisions by the
customer. Such non-payment or payment delays may materially and adversely affect the Business of
the CIMC Raffles Group.
In addition, from time to time, the aggregate amount of these milestone payments may be more or less
than the aggregate amount of the construction costs and overhead expenses incurred by the CIMC
Raffles Group during the construction of the offshore marine facility. The CIMC Raffles Group’s cash
flows may be adversely affected if it incurs construction costs and overhead expenses in excess of the
milestone payments made, which could have a material and adverse effect on the Business of the
CIMC Raffles Group. Please also see the risk factor “The continuing operation and expansion of the
CIMC Raffles Group is dependent upon the availability of financing” above.
The CIMC Raffles Group operates in a highly competitive industry and may not be able to
compete successfully against its competitors
The CIMC Raffles Group operates in a highly competitive industry and faces competition from existing
competitors located both in the PRC and elsewhere, in particular in Singapore and South Korea. The
CIMC Raffles Group competes on the basis of its ability to fulfill its contractual obligations, including the
capacity and capabilities of its shipyards, the price and quality of the offshore marine facilities it
constructs and timely delivery thereof. Some of the competitors of the CIMC Raffles Group may have
more resources, be more experienced and hence more efficient than the CIMC Raffles Group. In
addition, some of its competitors may have competitive advantages in building certain types of offshore
marine facilities compared to the CIMC Raffles Group. The CIMC Raffles Group’s competitors may from
time to time engage in aggressive pricing in order to gain market share. There may be other shipyards
that do not currently produce offshore marine facilities and hence may not compete with the CIMC
Raffles Group currently. These shipyards may possess the capability to build offshore marine facilities
that the CIMC Raffles Group builds and there is no assurance that they will not compete with the CIMC
Raffles Group in the future.
The CIMC Raffles Group cannot be certain that it will be able to compete successfully against its
competitors, or that the shipbuilding companies that are not directly in competition with the CIMC
Raffles Group now will not compete with it in the future. The Business of the CIMC Raffles Group may
be adversely and materially affected if it is unable to maintain its competitive advantage and compete
successfully against its competitors and new industry entrants.
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RISK FACTORS
The CIMC Raffles Group may incur losses under its fixed price contracts as a result of cost
overruns or other factors
Substantially all of the building contracts of the CIMC Raffles Group are fixed price contracts, with any
changes to the price being subject to agreement between the CIMC Raffles Group and its customers.
The CIMC Raffles Group enters into these contracts up to a few years prior to the scheduled delivery
of the offshore marine facility. The CIMC Raffles Group attempts to forecast (among other things) costs
of labour, supplies, equipment and raw materials, subcontracting costs, overheads, financing costs and
foreign exchange rates when it enters into these fixed price contracts. The CIMC Raffles Group retains
any cost savings on completed contracts but suffers the full impact of any cost overruns, unless
commercially or contractually recoverable from its customers, such as for modifications requested by
its customers. The actual costs incurred and profits realised by the CIMC Raffles Group on a fixed price
contract may vary from its estimates due to factors such as:
• unanticipated and adverse variations in labour and equipment productivity over the term of a
contract which may lead to delivery delays;
• unanticipated delays in the delivery of supplies, equipment and raw materials which may also lead
to delivery delays;
• unanticipated increases in costs of labour, supplies, equipment and raw materials, subcontracting
costs, overheads and financing costs, which may be due to factors that include bad weather,
delivery delays and corrective measures for rework; and
• payment of liquidated damages due to delivery delays or warranty claims.
The CIMC Raffles Group’s costs of supplies, equipment and raw materials in respect of a building
contract are typically forecast based on experience and estimation before it enters into the contract. If
the prices of its supplies, equipment and raw materials increase after it enters into a contract and it is
not able to obtain supplies at or below prices it has projected in respect of the contract, it may not be
able to pass these price increases to its customer.
Most of the CIMC Raffles Group’s contracts provide for liquidated damages for late delivery which may
cause cost overruns. Most of these contracts stipulate a limit on the amount of liquidated damages of
between 3% and 10% of the contract value which can be claimed against the CIMC Raffles Group and
the CIMC Raffles Group has on prior occasions been liable to its customers for liquidated damages.
There is no assurance that the CIMC Raffles Group will not be liable to its customers for liquidated
damages in the future.
The CIMC Raffles Group may face warranty claims by its customers in respect of defects, poor
workmanship or non-conformity to its customers’ specifications in respect of the offshore marine
facilities it builds and it may incur additional costs if rectification work is required. The CIMC Raffles
Group typically extends a warranty period of 12 months to its customers after delivery of the facility and
makes a provision of approximately 1.5% of the contract price of each contract to cover rectification
works. There is no assurance that these warranty provisions will be sufficient to cover the costs incurred
to rectify defects, or that the CIMC Raffles Group will be able to recover warranty claims from its
suppliers.
The CIMC Raffles Group may incur losses on its fixed price contracts as a result of cost overruns or
other factors (including those mentioned above), and this may materially and adversely affect the
Business of the CIMC Raffles Group.
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RISK FACTORS
Due to the nature of its business, the CIMC Raffles Group is exposed to various execution and
completion risks involved in the construction of offshore marine facilities
The CIMC Raffles Group outsources various aspects of its offshore marine facilities building to
outsourcing partners and is, therefore, dependent on timely completion of subcontracted works by its
outsourcing partners. The CIMC Raffles Group is dependent on its suppliers for the timely delivery of
supplies, equipment and raw materials. The CIMC Raffles Group often has to compete with its
competitors for these supplies, equipment and raw materials, which could lead to bottlenecks in the
supply of supplies, equipment and raw materials, resulting in delays in delivery thereof. The CIMC
Raffles Group has experienced delay in delivery of offshore marine facilities in the past and may
experience such delays in the future. These delays may be due to, among other reasons, late
completion of subcontracted works by its subcontractors or late or lack of delivery of supplies,
equipment and raw materials from its suppliers.
In addition, the shipyard operations are subject to various risks, including the risk of breakdown, failure
or sub-standard performance of machinery and equipment, poor quality of engineering work,
subcontract work and raw materials, natural disasters such as floods, long periods of adverse weather,
social unrest and strikes, any of which may result in operational disruptions. Any material operational
disruptions will adversely affect the ability of the CIMC Raffles Group to meet its construction schedules
and cause delays in the delivery of offshore marine facilities to its customers.
Any substantial delay in the completion and delivery of offshore marine facilities under its building
contracts may result in the CIMC Raffles Group being liable to pay its customers damages, liquidated
or otherwise. If the delay continues beyond the time stipulated in the contracts, the CIMC Raffles
Group’s customers may cancel or rescind their building contracts with it and this would have a negative
impact on its customer relationships and business reputation. Upon cancellation or rescission of the
contracts by customers, the CIMC Raffles Group may be required under the contracts to refund
milestone payments received in excess of the value of work done and/or make payments under the
performance guarantee to its customers. The occurrence of any such events may materially and
adversely affect the Business of the CIMC Raffles Group.
The CIMC Raffles Group faces the risk of unsatisfactory quality of work performed by its
subcontract labour and outsourcing partners
The CIMC Raffles Group relies on subcontract labour for its labour requirements. By employing a
significant number of subcontract labour and production workers, which the CIMC Raffles Group can
increase or decrease to suit its requirements, it can maintain fewer full-time employees. However, these
subcontract workers could be less skilled and experienced than full-time employees and may be unable
to complete the work assigned to them according to specifications on schedule, which could increase
costs or otherwise could have a material adverse effect on the Business of the CIMC Raffles Group.
The CIMC Raffles Group also outsources certain aspects of its offshore marine facilities building work,
such as the fabrication of large steel structures, cabling, piping and painting, to its outsourcing partners.
If the outsourcing partners default on their contractual obligations or are unable to complete their work
according to specifications and on schedule, the CIMC Raffles Group’s ability to deliver offshore marine
facilities to its customers in accordance with the quality or timing specifications in the building contract
may be compromised, which could increase costs or otherwise could have a material adverse effect on
the Business of the CIMC Raffles Group.
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RISK FACTORS
The CIMC Raffles Group may not be able to secure new building contracts
The CIMC Raffles Group may not be able to secure new building contracts due to factors that include
the lack of track record in completing and delivering semi-submersible drilling rigs and jack-up drilling
rigs, the lack of capacity to build offshore marine facilities and the lack of availability of financing.
The CIMC Raffles Group does not have the track record in completing and delivering semi-submersible
drilling rigs and jack-up drilling rigs, and this may constrain its ability to secure new building contracts
for such offshore marine facilities. Please see the risk factor “The CIMC Raffles Group has no track
record in completing and delivering semi-submersible drilling rigs and jack-up drilling rigs” below.
The ability of the CIMC Raffles Group to secure new building contracts is also constrained by the
current capacity and production efficiency of its existing shipyards. The CIMC Raffles Group is currently
improving the facilities at its existing shipyards as well as building new shipyards with a view to
increasing its production capacity and improving efficiency and safety standards and thereby
expanding its operations and business, but there is no assurance that it will be able to do so
successfully. Please see the risk factor “The CIMC Raffles Group may not be able to economically and
efficiently manage its expansion” below.
The offshore marine facilities industry is a capital intensive industry and the CIMC Raffles Group
requires a substantial amount of funds for its continuing operations and expansion (as to which please
see the risk factor “The continuing operation and expansion of the CIMC Raffles Group is dependent
upon the availability of financing”). In addition, the CIMC Raffles Group is usually required to furnish its
customers with performance guarantees as security for the fulfillment of its contractual obligations
under its building contracts. The CIMC Raffles Group typically arranges for banks or financial
institutions to issue performance guarantees to its customers on a contract-by-contract basis. In order
for the CIMC Raffles Group to secure the issue of performance guarantees, banks and financial
institutions review, among other things, its financial standing and creditworthiness. In the event that the
CIMC Raffles Group is unable to satisfy the requirements prescribed by its banks and financial
institutions for the issue of performance guarantees, it will not be able to procure the requisite
performance guarantees and as a result, it may not be able to secure new contracts.
In the event that the CIMC Raffles Group is not able to secure new building contracts due to factors that
include those mentioned above, the Business of the CIMC Raffles Group may be materially and
adversely affected.
The CIMC Raffles Group has no track record in completing and delivering semi-submersible
drilling rigs and jack-up drilling rigs
The CIMC Raffles Group has secured orders for the construction of several semi-submersible drilling
rigs and jack-up drilling rigs since the end of 2005. However, as at the Latest Practicable Date, the
CIMC Raffles Group has not completed and delivered any semi-submersible drilling rig or jack-up
drilling rig, although it expects to deliver its first semi-submersible drilling rig and its first jack-up drilling
rig in the second half of 2010. Until the CIMC Raffles Group has built up its track record by completing
and delivering semi-submersible drilling rigs and jack-up drilling rigs, its ability to secure building
contracts for such offshore marine facilities may be constrained, and there is no assurance that it will
continue to receive orders for such offshore marine facilities or other large offshore marine facilities. If
the CIMC Raffles Group is unable to grow this segment of its business, the Business of the CIMC
Raffles Group may be materially and adversely affected.
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RISK FACTORS
The CIMC Raffles Group may not be able to economically and efficiently manage its expansion
In connection with improving the facilities at its existing shipyards and constructing new shipyards, the
CIMC Raffles Group expects to incur depreciation expense and other expenses. Its expansion could
also result in an increase in the fixed costs of its operations. Its ability to maintain or increase its
profitability will continue to depend, in part, on its ability to secure new orders, increase revenues and
maintain or increase the utilisation rates of its facilities. In addition, the growth of its operations will place
additional demands on its management team. As its production of offshore marine facilities grows, the
CIMC Raffles Group may not have sufficient skilled workers or managers at its shipyards, as it may be
difficult to train or hire personnel who possess the expertise required for its operations. The expansion
of its operations will also require significant attention from its management and other human resources
and may divert such resources from other aspects of its business. The CIMC Raffles Group may also
not be able to find qualified high-level management personnel to oversee its expansion. Furthermore,
as the CIMC Raffles Group expands its production facilities, it may experience unanticipated difficulties
or delays in operating these new facilities, either pre-start-up or post-start-up. In addition, it will have
to integrate all of its reporting, logistics, accounting, financial and fulfillment systems or functions across
its locations.
The future operating results of the CIMC Raffles Group will depend on management’s ability to manage
its expansion, including managing and integrating its expanded facilities and operations, delivering
existing projects, securing new orders, recruiting and retaining qualified employees, and managing
costs. If the CIMC Raffles Group does not manage its expansion effectively, its Business may be
materially and adversely affected.
The CIMC Raffles Group depends on the contribution of key personnel and its ability to attract
and retain sufficient skilled and/or qualified personnel
The CIMC Raffles Group’s success depends, to a significant extent, upon the continued service of its
key personnel. If the CIMC Raffles Group loses the services of any of its existing key personnel without
timely and suitable replacements, the Business of the CIMC Raffles Group may be materially and
adversely affected. In addition, the CIMC Raffles Group may lose business to competitors that
members of its senior management may join after leaving their positions with the CIMC Raffles Group.
Furthermore, the CIMC Raffles Group does not carry “key man” life insurance on any of its key
personnel.
The CIMC Raffles Group will also require additional employees and subcontract labour and production
workers at its shipyards as it expands its operations. In addition, certain aspects of the CIMC Raffles
Group’s offshore marine facilities building operations require highly skilled and qualified employees,
such as engineers. Competition for shipyard production workers generally, and highly skilled and
qualified employees in particular, in the PRC is intense. There is no assurance that the CIMC Raffles
Group will be able to employ a sufficient number of additional employees required for the expansion of
its operations or highly skilled and qualified employees required for the relevant aspects of its building
operations.
Labor shortages could increase the cost of labour and hinder the CIMC Raffles Group’s productivity and
ability to complete the construction of its offshore marine facilities on time, which would materially and
adversely affect the Business of the CIMC Raffles Group.
Further, the CIMC Raffles Group utilises subcontract labour and production workers in its shipyards on
a regular basis. These subcontract labour and production workers are appointed through companies
that provide labour outsourcing services. In the event that the CIMC Raffles Group is unable to secure
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RISK FACTORS
its required subcontract labour and production workers through these arrangements, or if the costs for
these services increase, the Business of the CIMC Raffles Group could be materially and adversely
affected.
The CIMC Raffles Group may not have adequate insurance to cover all risks it faces and may
suffer an uninsured loss
The offshore marine facilities building operations of the CIMC Raffles Group subject it to inherent risks,
such as equipment defects, malfunctions and failures, accidents, equipment misuse and natural
disasters. The CIMC Raffles Group does not have insurance for business interruption. A substantial
part of the activities of the CIMC Raffles Group involves the fabrication and refurbishment of large steel
structures, the operation of cranes and other heavy machinery and other operating hazards. All these
risks and events could expose the CIMC Raffles Group to substantial liability for personal injury,
wrongful death, product liability, property damage, pollution and other environmental damages.
Although the CIMC Raffles Group has obtained insurance for its employees as required by the PRC
laws and regulations, as well as builder’s risk insurance and property all-risk insurance for its material
properties and assets, the CIMC Raffles Group cannot be certain that its insurance coverage would be
sufficient to cover all of its potential risks or losses. Further, suitable insurance coverage may not be
generally available in the future or, if available, the premiums may not be commercially justifiable. If the
CIMC Raffles Group incurs substantial liability and the insurance does not cover, or is insufficient to
cover, the damages, the Business of the CIMC Raffles Group may be materially and adversely affected.
The CIMC Raffles Group is subject to liabilities and risks relating to its business of owning and
chartering vessels and offshore marine facilities
Apart from building offshore marine facilities, the CIMC Raffles Group has started a chartering business
for both PRC and international markets. The CIMC Raffles Group may acquire or construct the vessels
and offshore marine facilities for chartering to third parties. The acquisition or construction of vessels
and offshore marine facilities for the purpose of chartering could strain its resources. The CIMC Raffles
Group may not be able to identify and secure customers to charter the vessels and offshore marine
facilities profitably, or at all. If the CIMC Raffles Group is unable to effectively execute its strategy for
this business, the Business of the CIMC Raffles Group may be materially and adversely affected.
Fluctuations in exchange rates may materially and adversely affect the Business of the CIMC
Raffles Group
A large part of the CIMC Raffles Group’s revenues is denominated in US dollars, with the remainder
denominated in RMB, Euros and Norwegian Kroner. A substantial part of the CIMC Raffles Group’s
costs of sales is denominated in RMB, with the remainder denominated in various currencies including
US dollars, Euros, Norwegian Kroner and Singapore dollars. The CIMC Raffles Group’s expenses are
denominated in RMB and Singapore dollars. The CIMC Raffles Group’s capital expenditures for the
expansion of its shipyards have been, and the CIMC Raffles Group expects will continue to be,
denominated in RMB.
To the extent that the CIMC Raffles Group’s sales, cost of sales and operating costs are not naturally
matched by revenues in the same currency and there are timing differences between collections and
payments, the CIMC Raffles Group will be exposed to any adverse fluctuations in exchange rates.
Restrictions on the conversion or remittance of foreign currencies such as RMB may also expose the
CIMC Raffles Group to adverse fluctuations in exchange rates. To minimise the exposure to such
adverse fluctuations, the CIMC Raffles Group engages in foreign currency contracts to hedge material
25

RISK FACTORS
exchange exposures. However, there is no assurance that the CIMC Raffles Group will be able to
successfully hedge its foreign exchange exposure, or that the Business of the CIMC Raffles Group will
not be materially and adversely affected by fluctuations in exchange rates.
RISKS RELATING TO PRC GOVERNMENT REGULATIONS AND POLICIES
The business and operations of the CIMC Raffles Group is subject to PRC laws and regulations
The business and operations of the CIMC Raffles Group in the PRC are subject to PRC laws and
regulations, including shipbuilding, environmental, health and construction laws and regulations. The
CIMC Raffles Group may not be able to meet the requirements set by the PRC authorities at all times.
The CIMC Raffles Group may also be required to incur higher costs to comply with new PRC laws and
regulations if stricter or more onerous laws and regulations are imposed, and the Business of the CIMC
Raffles Group could be materially and adversely affected.
Breach of or non-compliance with these PRC laws and regulations may result in the suspension,
withdrawal or termination of the business licences or permits or the imposition of penalties, by the
relevant authorities. The business licences of the companies in the CIMC Raffles Group are granted for
a finite period and any extension is subject to the approval of the relevant authorities. Any such
suspension, withdrawal, termination or refusal to extend the CIMC Raffles Group’s business licences
or permits would require that the CIMC Raffles Group ceases production of certain or all of its offshore
marine facilities, which would materially and adversely affect the Business of the CIMC Raffles Group.
The CIMC Raffles Group does not have building ownership certificates for certain buildings in
its shipyard in Yantai, Shandong
The CIMC Raffles Group does not have the building ownership certificates for certain buildings in its
shipyard in Yantai, Shandong, including some of its office buildings, its 20,000 metric tonnes press
workshop and automated warehouse. Although the CIMC Raffles Group does not foresee the
possibility of the relevant local authorities taking action against the CIMC Raffles Group with respect to
the use of these buildings to carry on its business in the manner it is currently being conducted, the PRC
authorities could decide to take action against the CIMC Raffles Group. If the CIMC Raffles Group does
not obtain these building ownership certificates, the PRC authorities have the right to treat these
buildings as illegal and require the CIMC Raffles Group to cease operations in, and to demolish, these
buildings. The failure to obtain these certificates could materially and adversely affect the Business of
the CIMC Raffles Group. The CIMC Raffles Group may also be subject to penalties and fines by the
relevant authorities.
In addition, if the CIMC Raffles Group does not obtain the building ownership certificates, it may be
required to write-off the carrying value of these assets on its balance sheet and incur an impairment
charge on its income statement in the amount of the write-off. Any such impairment charge would have
a material adverse effect on the Business of the CIMC Raffles Group.
The CIMC Raffles Group is subject to environmental laws and regulations
As the CIMC Raffles Group’s building operations are located in the PRC, the CIMC Raffles Group is
subject to various national, regional and local environmental laws and regulations. These laws and
regulations impose limitations on the discharge of pollutants into the environment and establish
standards for the transportation, storage and disposal of hazardous waste. The government may
impose significant fines or penalties for violations of these environmental laws and regulations.
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RISK FACTORS
Some environmental laws and regulations impose joint and several “strict liability” for remediation of
spills and releases of oil and hazardous substances. Under these laws and regulations, the CIMC
Raffles Group could be liable for environmental damages without negligence or fault on its part. As a
result, these laws expose the CIMC Raffles Group to potential liability for the conduct of or conditions
caused by others. The CIMC Raffles Group may also be liable for its own acts that are or were in
compliance with all applicable laws at the time such acts were performed.
Environmental laws and regulations in the PRC have historically been subject to frequent changes. The
CIMC Raffles Group is unable to predict the future costs or other future effects of environmental laws
and regulations on its operations. In addition, any changes in environmental or other laws and
regulations affecting its business may further increase its costs, which could have a material adverse
effect on the Business of the CIMC Raffles Group.
Uncertainty in the PRC legal system may make it difficult for the CIMC Raffles Group to predict
the outcome of any disputes in which it may become involved
The PRC legal system is based on the PRC Constitution and is made up of written laws, regulations,
circulars and directives. The PRC government is still in the process of developing its legal system to
meet the needs of investors and to encourage and regulate foreign investment. As the PRC economy
is undergoing development generally at a faster pace than its legal system, some degree of uncertainty
exists in connection with whether and how existing laws and regulations will apply to certain events or
circumstances.
These laws and regulations, and the interpretation, implementation and enforcement thereof, are
subject to policy changes. The introduction of new laws, changes to existing laws and the interpretation
or application thereof or the delays in obtaining approvals from the relevant authorities may have a
material adverse impact on the Business of the CIMC Raffles Group.
Further, precedents on the interpretation, implementation and enforcement of PRC laws and
regulations are limited, and unlike common law countries, such as Singapore, decisions on precedent
cases are not binding on lower courts. As such, the outcome of dispute resolutions may not be
consistent or predictable and it may be difficult to obtain swift or equitable enforcement of the laws in
the PRC, or obtain enforcement of a judgment by a court of another jurisdiction. The CIMC Raffles
Group may also be affected by any regulation implemented by the PRC government affecting its
investments, such as any regulation requiring it to reduce its shareholding in its PRC subsidiaries. In
such event, the CIMC Raffles Group may lose management and operational control of these
subsidiaries, which would have a material adverse effect on the Business of the CIMC Raffles Group.
PRC regulation of loans and direct investment by offshore holding companies to PRC entities
may delay or prevent CIMC Raffles from using the proceeds from the Rights Issue to make loans
or additional capital contributions to its subsidiaries operating in the PRC
As an offshore holding company, the ability of CIMC Raffles to make loans or additional capital
contributions to its subsidiaries operating in the PRC is subject to the Regulation on Foreign Exchange
Administration issued by the State Council and effective on 5 August 2008, and the Interim Provisions
on the Management of Foreign Debts implemented on 1 March 2003. The Interim Provisions on the
Management of Foreign Debts stipulates that the summation of the accumulated medium-term and
long-term debts borrowed by the foreign-invested enterprises (“FIEs”) and the balance of short-term
debts shall not exceed the surplus between the total investment and the registered capital. Within the
range of the surplus, FIEs may borrow foreign loans at their own will. If the loans exceed the surplus,
the FIEs shall also apply to the relevant authorities for a capital increase. In addition, such loans shall
27

RISK FACTORS
be filed with the local State Administration of Foreign Exchange (“SAFE”). These regulations and
approvals may delay or prevent CIMC Raffles from using the proceeds of the Rights Issue to make
loans or additional capital contributions to its subsidiaries operating in the PRC, and impair its ability to
fund and expand its business, which would have a material adverse effect on the Business of the CIMC
Raffles Group.
In utilising the proceeds of the Rights Issue, CIMC Raffles may make loans or additional capital
contributions to its subsidiaries operating in the PRC. Any loan to its subsidiaries operating in the PRC
will be subject to PRC regulations and approvals. For example, loans by CIMC Raffles to its
subsidiaries operating in the PRC, each of which is an FIE, to finance their activities cannot exceed
statutory limits, which is the difference between the approved total investment amount and the current
registered capital of each such FIE, and must be registered with the SAFE or its local counterpart.
CIMC Raffles may also decide to finance its subsidiaries operating in the PRC by means of capital
contributions. These capital contributions must be approved by the Ministry of Commerce or its local
counterpart. There is no certainty that CIMC Raffles will be able to obtain these government
registrations or approvals on a timely basis, if at all, with respect to future loans or capital contributions
by CIMC Raffles to its subsidiaries operating in the PRC. If CIMC Raffles fails to receive such
registrations or approvals, its ability to use the proceeds from the Rights Issue and to capitalise its PRC
operations may be negatively affected. As a result, CIMC Raffles’ liquidity and ability to use the
proceeds from the Rights Issue as planned or to fund and expand the business of the CIMC Raffles
Group could be impaired, which would have a material adverse effect on the Business of the CIMC
Raffles Group.
Tax inspection and transfer pricing review by the State Tax Bureau of Yantai Export Processing
Zone may have an adverse effect on the Business of the CIMC Raffles Group
As disclosed in the audited financial statements of the CIMC Raffles Group for FY2009, as of
31 December 2009, tax recoverable included an amount of approximately S$8.2 million that was
withheld by the State Tax Bureau of Yantai Export Processing Zone (“Tax Bureau”), pending the final
result of the regular tax inspection on Yantai CIMC Raffles Offshore Ltd, a subsidiary of CIMC Raffles.
There is no assurance that the CIMC Raffles Group will be able to recover all or any part of this S$8.2
million. In addition, in December 2009, the Tax Bureau initiated a transfer pricing review on Yantai CIMC
Raffles Offshore Ltd for the years from 2001 to 2008, which is still ongoing as at the Latest Practicable
Date.
In the event that the regular tax inspection and/or the transfer pricing review were to be determined
adversely against Yantai CIMC Raffles Offshore Ltd, the Business of the CIMC Raffles Group may be
adversely affected.
The business of the CIMC Raffles Group is highly susceptible to changes in the PRC’s political,
economic and social conditions
The shipyards of the CIMC Raffles Group are located in the PRC. Accordingly, the business and future
growth of the CIMC Raffles Group are dependent on the political, economic, regulatory and social
conditions of the PRC. Since 1978, the PRC government has undertaken various reforms of its
economic system. These reforms have resulted in economic growth for the PRC in the last two
decades. However, many of the reforms are unprecedented or experimental, and are expected to be
refined and modified from time to time. Other political, economic and social factors may also lead to
further readjustment of the reform measures. The refinement and adjustment process may
consequently have a material adverse impact on the operations of the CIMC Raffles Group in the PRC
or a material adverse impact on its financial performance. As the shipyards of the CIMC Raffles Group
28

RISK FACTORS
are located in the PRC, the Business of the CIMC Raffles Group may be adversely affected by changes
in the PRC’s political, economic and social conditions and by changes in policies of the PRC
government or changes in laws, regulations or the interpretation or implementation thereof.
PRC foreign exchange control may limit the ability of the CIMC Raffles Group to utilise its cash
effectively and affect its ability to receive dividends and other payments from its subsidiaries
operating in the PRC
The subsidiaries of CIMC Raffles operating in the PRC are FIEs and are subject to the PRC rules and
regulations on currency conversion. In the PRC, SAFE regulates the conversion of the RMB into foreign
currencies. Currently, FIEs (including wholly foreign-owned enterprises) are required to apply to the
SAFE for “Foreign Exchange Registration Certificates for FIEs”. With this registration certification
(which must be renewed annually), FIEs are permitted to open foreign currency accounts including a
“current account” and a “capital account”. Currently, transactions within the scope of a “current account”
(for example, remittance of foreign currencies for payment of dividends) can be effected without
requiring the approval of SAFE. However, conversion of currency in a “capital account” (for example,
for capital items such as direct investments, loans and securities) requires the approval of the SAFE.
The subsidiaries of CIMC Raffles operating in the PRC have obtained “Foreign Exchange Registration
Certificates for FIEs”, which are subject to annual inspection and renewal.
There is no assurance that the PRC regulatory authorities will not impose further restrictions on the
convertibility of the RMB or issue new rules and regulations or further interpretations of its foreign
exchange control laws, rules and regulations that will strengthen PRC foreign controls. Any future
restrictions on currency exchange may limit the ability of the CIMC Raffles Group to utilise funds
generated in the PRC to fund any business activities outside the PRC or to distribute dividends to CIMC
Raffles shareholders.
RISKS ASSOCIATED WITH THE RIGHTS ISSUE
Shareholders who do not or are not able to accept their Rights will experience a dilution in their
ownership of CIMC Raffles
In the event that Registered Shareholders or VPS Shareholders do not or are not able to accept their
provisional allotment of, or subscribe for, the Rights Shares (e.g. in the case of Non-Entitled
Shareholders), their proportionate ownership of CIMC Raffles will be reduced. They may also
experience a dilution in the value of their Shares. Even if an Entitled Shareholder sells his Rights or
VPS Subscription Rights, the consideration he receives may not be sufficient to compensate him fully
for the dilution of his ownership of CIMC Raffles as a result of the Rights Issue.
The Rights Issue may cause the price of the Shares to decrease
The Issue Price represents a discount of approximately 5.6% to the last transacted price of NOK5 per
Share on the NOTC prior to the Announcement Date, and a discount of approximately 3.9% to the
theoretical ex-rights price of NOK4.91 per Share. This discount, along with the number of Rights
Shares, may result in a decrease in the price of the Shares on the NOTC. This decrease may continue
after the completion of the Rights Issue.
29

RISK FACTORS
Shareholders may not be able to dispose of their Rights or trade their VPS Subscription Rights
on the NOTC
Whilst Entitled Registered Shareholders are entitled to renounce their Rights, there is no certainty that
they will be able to do so, and even if they are able to so do, that they will receive any consideration
for such renunciation. The VPS Subscription Rights of Entitled VPS Shareholders may be traded on the
NOTC during the NOTC Trading Period, but there is no assurance that an active trading market for the
VPS Subscription Rights on the NOTC will develop. Even if an active market develops, the trading price
of the VPS Subscription Rights, which depends on (among other things) the trading price of the Shares,
may be volatile.
Investors may experience future dilution in the value of their Shares
CIMC Raffles may need to raise additional funds in the future to finance the repayment of borrowings,
expansion of new developments relating to the CIMC Raffles Group’s existing operations and/or to
finance future investments. If additional funds are raised through the issue by CIMC Raffles of new
Shares other than on a pro rata basis to existing CIMC Raffles shareholders, the percentage ownership
of existing CIMC Raffles shareholders may be reduced and existing CIMC Raffles shareholders may
experience dilution in the value of their Shares.
The Issue Price is not an indication of the underlying value of the Shares
The Issue Price does not bear a direct relationship to the book value of the CIMC Raffles Group’s
assets, past operations, cash flow, earnings, financial condition or any other established criteria for
value, and CIMC Raffles shareholders should not consider the Issue Price to be any indication of the
Shares’ underlying value. The Shares may trade at prices lower than the Issue Price in the future.
Shareholders need to act promptly, otherwise their subscription for the Rights Shares may be
rejected and their Rights or VPS Subscription Rights may expire without value and without
compensation
Entitled Shareholders who desire to accept and make excess application for the Rights Shares, or
subscribe for the Rights Shares (including, if applicable, subscribe for excess Rights Shares), must act
promptly to ensure that all required forms, letters and payments are actually received by the Share
Registrar or the VPS Share Registrar by the relevant expiration dates and times as set out in
Appendices D and E to this Offering Circular. Failure to complete and sign the required forms or letters,
the sending of an incorrect payment amount, or otherwise failure to follow the procedures that apply to
an Entitled Shareholder’s desired transaction may lead to rejection of all or part of the Entitled
Shareholder’s acceptance of and (if applicable) application for the Rights Shares, or subscription for the
Rights Shares (including, if applicable, subscription for excess Rights Shares), and cause the Rights or
VPS Subscription Rights to expire without value and without compensation.
None of CIMC Raffles, the Share Registrar or the VPS Share Registrar undertakes to contact the
Entitled Shareholder concerning, or attempt to correct, an incomplete or incorrect acceptance form,
letter or payment. CIMC Raffles has sole discretion to determine whether an acceptance of and (if
applicable) application for Rights Shares or subscription for Rights Shares (including, if applicable,
subscription for excess Rights Shares) properly follows the appropriate procedures.
30

RISK FACTORS
The price of the Shares may fluctuate
There is no assurance that the market price of the Shares will not fluctuate significantly and rapidly as
a result of certain factors, some of which are beyond CIMC Raffles’ control. Examples of such factors
include, among others, (a) variation(s) of its operating results; (b) changes in securities analysts’
estimates of the CIMC Raffles Group’s financial performance; (c) additions or departures of key
personnel; (d) fluctuations in stock market prices and volume; (e) involvement in litigation; and (f)
general economic and stock market conditions.
Low liquidity of the trading of the Shares on the NOTC
The trading liquidity of the Shares on the NOTC has generally been low, with an average daily trading
volume of approximately 16,578 Shares over the 12-month period immediately preceding the Latest
Practicable Date, representing approximately 0.0061% of the total number of issued Shares. As such,
Shareholders may not be able to trade their Shares on the NOTC.
31

ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE
ENTITLED SHAREHOLDERS
Entitled Shareholders are entitled to participate in the Rights Issue and to receive this Offering Circular
together with the PAL or the VPS Subscription Form, as the case may be, and other accompanying
documents at their respective addresses with the Share Registrar or the VPS Registrar, as the case
may be. Entitled Registered Shareholders who do not receive this Offering Circular and the PAL may
obtain them from the Share Registrar for the period up to the Closing Date. Entitled VPS Shareholders
who do not receive this Offering Circular and the VPS Subscription Form may obtain them from the VPS
Registrar for the period up to the Closing Date.
Entitled Registered Shareholders have been provisionally allotted the Rights Shares under the Rights
Issue on the basis of their shareholdings on the Register of Members of CIMC Raffles as at the Books
Closure Date, rounded down to the nearest Rights Share. Entitled Registered Shareholders are at
liberty to accept, decline or renounce their provisional allotments of Rights Shares and are eligible to
apply for additional Rights Shares in excess of their provisional allotments under the Rights Issue.
Entitled VPS Shareholders will be issued the VPS Subscription Rights under the Rights Issue on the
basis of their shareholdings on the VPS register of CIMC Raffles as at the Books Closure Date, rounded
down to the nearest Rights Share. Entitled VPS Shareholders may trade their VPS Subscription Rights
on the NOTC during the NOTC Trading Period. Entitled VPS Shareholders may subscribe for their
entitlements to the Rights Shares as well as apply for additional Rights Shares in excess of their
entitlements through the VPS Registrar during the VPS Subscription Period.
Disregarded fractional entitlements of Rights Shares will be aggregated with entitlements to the Rights
Shares which are not allotted or otherwise taken up for any reason and shall be used to satisfy excess
applications for Rights Shares (if any) or otherwise disposed of or dealt with in such manner as the
Directors may in their absolute discretion deem fit in the interests of CIMC Raffles. In the allotment of
excess Rights Shares applied for through the Share Registrar using the PAL, Substantial Shareholders
and Directors will rank last.
All dealings in and transactions of the VPS Subscription Rights on the NOTC will be effected under the
VPS system. Accordingly, the PALs which are issued to Entitled Registered Shareholders will not be
valid for delivery pursuant to trades done on the NOTC.
The procedures for, and terms and conditions applicable to, acceptance, excess application and
payment by Entitled Registered Shareholders are set out in Appendix D to this Offering Circular and
the PAL.
The procedures for, and terms and conditions applicable to, the subscription for the Rights Shares
(including, if applicable, subscription for excess Rights Shares) pursuant to the VPS Subscription
Rights are set out in Appendix E to this Offering Circular and the VPS Subscription Form.
Notwithstanding the foregoing, investors should note that the offer and sale of, the purchase or
acceptance of, or application or subscription for, the Rights, the VPS Subscription Rights and/or the
Rights Shares to or by persons located or resident in jurisdictions other than Singapore and Norway
may be prohibited or restricted by the laws of the relevant jurisdiction. The receipt of any provisional
allotments of the Rights Shares, crediting of the VPS Subscription Rights into the relevant VPS
securities accounts, or receipt of this Offering Circular and/or any of its accompanying documents, will
not constitute an offer or sale in those jurisdictions in which it will be illegal to make such offer or sale,
or where such offer or sale will otherwise violate the securities laws of such jurisdictions or be restricted
or prohibited. CIMC Raffles reserves absolute discretion in determining whether any Registered
Shareholder or his renouncees or any VPS Shareholder or purchasers of his VPS Subscription Rights
32

ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE
located or resident outside Singapore and Norway may participate in the Rights Issue. Investors are
cautioned to note the offering, selling and transfer restrictions set out in the section “Selling
Restrictions” of this Offering Circular.
NON-ENTITLED SHAREHOLDERS
This Offering Circular and its accompanying documents have not been and will not be approved by,
lodged with or registered by any regulatory body or authority in any jurisdiction. The circulation or
distribution of this Offering Circular and its accompanying documents, and the purchase or acceptance
of, or application or subscription for, the Rights, the VPS Subscription Rights and/or the Rights Shares,
may be prohibited or restricted (either absolutely or subject to various relevant securities requirements,
whether legal or administrative, being complied with) in certain jurisdictions under the relevant
securities laws of those jurisdictions. CIMC Raffles has determined that it is not economically viable for
it to offer the Rights Shares to Non-Entitled Shareholders due to the cost of meeting compliance
requirements with securities laws in each applicable jurisdiction which Non-Entitled Shareholders
reside or are located. As such, the Rights Shares will not be offered to, and this Offering Circular and
its accompanying documents have not been and will not be despatched to, Non-Entitled Shareholders.
Non-Entitled Shareholders will not be entitled to participate in the Rights Issue. No provisional
allotment of Rights Shares and no issue of VPS Subscription Rights will be made to
Non-Entitled Shareholders, and no purported acceptance of and (if applicable) excess
application for the Rights Shares, or purported subscription for the Rights Shares (including, if
applicable, subscription for excess Rights Shares), by Non-Entitled Shareholders will be valid.
This Offering Circular and its accompanying documents will also not be despatched to persons
purchasing the VPS Subscription Rights on the NOTC if their registered addresses with the VPS
Registrar are outside Singapore and Norway (“Foreign Purchasers”). Foreign Purchasers may not
trade any VPS Subscription Rights or subscribe for any Rights Shares pursuant to such VPS
Subscription Rights unless CIMC Raffles and its counsels are satisfied that such action would not result
in the contravention of any applicable securities laws in any jurisdiction. Purchasers of VPS
Subscription Rights are also advised to note the offering, selling and transfer restrictions set out in the
section “Selling Restrictions” of this Offering Circular.
CIMC Raffles further reserves the right to reject any acceptances of and (if applicable) excess
applications for the Rights Shares or subscriptions for the Rights Shares where it believes, or has
reason to believe, that such acceptances and (if applicable) excess applications or subscriptions may
violate the applicable laws of any jurisdiction. CIMC Raffles reserves the right, but shall not be obliged,
to treat as invalid any PAL or VPS Subscription Form which (a) appears to CIMC Raffles to have been
executed in any jurisdiction outside Singapore and Norway which may violate the applicable legislation
of such jurisdiction, (b) provides an address outside Singapore and Norway for the receipt of the share
certificate(s) for the Rights Shares or which requires CIMC Raffles to despatch the share certificate(s)
to an address in any such jurisdiction, or (c) purports to exclude any deemed representation or
warranty.
The Rights Shares represented by the Rights or VPS Subscription Rights of Non-Entitled Shareholders
will be aggregated with disregarded fractional entitlements to Rights Shares and entitlements to Rights
Shares which are not allotted or otherwise taken up for any reason and allotted and issued to satisfy
applications or subscriptions for excess Rights Shares (if any) or disposed of or dealt with in such
manner as the Directors may, in their absolute discretion, deem fit in the interest of CIMC Raffles and
no Non-Entitled Shareholders shall have any claim whatsoever against CIMC Raffles, the Directors, the
VPS Registrar or the Share Registrar in connection therewith.
33

ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE
Notwithstanding the above, Registered Shareholders or VPS Shareholders or any other person
having possession of this Offering Circular and/or its accompanying documents are advised to
inform themselves of and to observe any legal requirements applicable thereto. No person in
any territory outside Singapore and Norway receiving this Offering Circular and/or its
accompanying documents may treat the same as an offer, invitation or solicitation to subscribe
for any Rights Shares unless such offer, invitation or solicitation could lawfully be made without
violating any applicable securities laws in those territories.
34

SELLING RESTRICTIONS
GENERAL
This Offering Circular, the PAL and the VPS Subscription Form, may not be used for the purpose of, and
do not constitute or form part of, any offer or sale of, any invitation for subscription or purchase of, or
any solicitation of any offer to subscribe or purchase, the Rights, the VPS Subscription Rights or the
Rights Shares in any jurisdiction or in any circumstances in which such an offer, sale, invitation or
solicitation is unlawful or not authorised or to any person to whom it is unlawful to make such an offer,
sale, invitation or solicitation.
The distribution of this Offering Circular and/or its accompanying forms may be prohibited or restricted
by law (either absolutely or subject to various requirements, whether legal or administrative, being
complied with). Persons into whose possession this Offering Circular and/or its accompanying forms
come should inform themselves of and observe any such prohibitions and restrictions at their own
expense and without liability to CIMC Raffles, the Share Registrar or the VPS Registrar. Any failure to
comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Investors are advised to consult their legal counsel prior to making any offer, sale, resale, pledge or
other transfer of the Rights, the VPS Subscription Rights and the Rights Shares. No action has been
or will be taken to permit an offer of the Rights, the VPS Subscription Rights or the Rights Shares in
any jurisdiction where action would be required for that purpose. Accordingly, the Rights, the VPS
Subscription Rights and the Rights Shares may not be offered, sold or delivered or be made the subject
of any invitation for subscription or purchase or any solicitation of an offer to subscribe or purchase,
directly or indirectly, and this Offering Circular and/or its accompanying forms may not be circulated or
distributed, in any jurisdiction, except in accordance with legal requirements applicable in such
jurisdiction. CIMC Raffles assumes no responsibility in the event there is a violation by any person of
such restrictions.
United States
The Rights, the VPS Subscription Rights and the Rights Shares have not been and will not be
registered under the US Securities Act of 1933, as amended, or under the securities laws of any state
of the US and, accordingly, the Rights, the VPS Subscription Rights and the Rights Shares may be
offered and sold in the US only pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state laws of the US.
Singapore
This Offering Circular and the accompanying PAL and VPS Subscription Form do not constitute a
prospectus or an offer information statement under the SFA, and have not been approved by, lodged
with or registered by the Monetary Authority of Singapore. Accordingly, the Rights, the VPS
Subscription Rights and the Rights Shares may not be offered, sold or delivered or be made the subject
of any invitation for subscription or purchase or any solicitation of an offer to subscribe or purchase, and
this Offering Circular and/or its accompanying forms may not be circulated or distributed, directly or
indirectly, in Singapore except (a) to Entitled Registered Members pursuant to section 273(1)(cd) of the
SFA; or (b) otherwise pursuant to, and in accordance with the conditions of, an exemption under any
provision of Subdivision (4) of Division 1 of Part XIII of the SFA.
Hong Kong
The contents of this Offering Circular have not been reviewed by any regulatory authority in Hong Kong.
Investors are advised to exercise caution in relation to the offer of the Rights, the VPS Subscription
35

SELLING RESTRICTIONS
Rights and the Rights Shares under the Rights Issue. If investors are in any doubt about any of the
contents of this Offering Circular, they should obtain independent professional advice.
No steps have been taken to register or seek authorisation for the issue of this Offering Circular and/or
its accompanying forms in Hong Kong. Accordingly, the distribution of this Offering Circular and/or its
accompanying forms may only be made in Hong Kong in circumstances that do not constitute an issue,
invitation or offer to the public under the Companies Ordinance (“CO”) or the Securities and Futures
Ordinance (“SFO”) of Hong Kong, or in other circumstances that do not result in this Offering Circular
being a “prospectus” within the meaning of the CO. Unless permitted to do so by the securities laws of
Hong Kong, no person may issue or have in its possession for the purposes of issue, whether in Hong
Kong or elsewhere, this Offering Circular, its accompanying forms, or any other advertisement,
invitation or document relating to the Rights, the VPS Subscription Rights or the Rights Shares which
is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong
other than with respect to the Rights, the VPS Subscription Rights or the Rights Shares which are or
are intended to be disposed of only to persons outside Hong Kong or only to “professional investors”
as defined in the SFO and the rules made under the SFO.
European Economic Area
This Offering Circular and its accompanying forms have been prepared on the basis that all offers of
the Rights, the VPS Subscription Rights and the Rights Shares will be made pursuant to an exemption
under the Directive of the European Parliament and of the Council 2003/73 EC (“Prospectus
Directive”) and the implementing measures adopted in each Member State of the European Economic
Area (“EEA”) (“Implementing Measures”) from the requirement to produce a prospectus for offers of
securities. Accordingly, neither this Offering Circular nor the accompanying forms or any other
documents have been, nor will they be, registered with, authorised by, or delivered for approval to any
regulatory authority or governmental body in any Member State of the EEA, and no prospectus within
the meaning of the Prospectus Directive has been published or is intended to be published in relation
to the Rights, the VPS Subscription Rights or the Rights Shares referred to in this Offering Circular.
Accordingly, the Rights, the VPS Subscription Rights and the Rights Shares may not be, and will not
be, offered, sold or made available in the EEA by means of this Offering Circular, any accompanying
forms or any other document, except to persons to whom an exempt offer can lawfully be made under
the Prospectus Directive (all such persons being referred to as “relevant persons”) and the
Implementing Measures. This Offering Circular and the accompanying forms do not constitute a
prospectus for the purposes of the Prospectus Directive.
The Rights, the VPS Subscription Rights and the Rights Shares can be offered lawfully (without a
prospectus being prepared):
(a)
(b)
to legal entities which are authorised or regulated to operate in the financial markets (including
credit institutions, investment firms, other authorised or regulated financial institutions, insurance
companies, undertakings for collective investment and their management companies, pension
and retirement funds and their management companies, commodity dealers as well as entities not
so authorised or regulated whose corporate purpose is solely to invest in securities);
to any legal entity which has two or more of (i) an average of at least 250 employees during the
last financial year; (ii) a total balance sheet of more than C43,000,000; and (iii) an annual net
turnover of more than C50,000,000, as shown in its last annual or consolidated accounts, and in
the case of Sweden only, at any time to any legal entity which during each of the two previous
financial years has two or more of (aa) an average of at least 250 employees; (bb) a total balance
sheet of more than C43,000,000; and (cc) an annual net turnover of more than C50,000,000, as
shown in its annual accounts;
36

SELLING RESTRICTIONS
(c)
(d)
(e)
to fewer than 100 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive);
to certain natural persons or small and medium-sized enterprises (as defined in the Prospectus
Directive) considered as qualified investors as defined in the Prospectus Directive by an EEA
Member State; or
in any other circumstances that do not require the publication of a prospectus pursuant to Article
3 of the Prospectus Directive.
This Offering Circular and its accompanying forms must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with relevant persons. Any person who
is not a relevant person should not act or rely on this Offering Circular or any of its contents or any of
the accompanying forms. This Offering Circular and the accompanying forms must not be distributed,
published, reproduced or disclosed (in whole or in part) by recipients to any other person.
United Kingdom
This Offering Circular and its accompanying forms are not being distributed by, nor have they been
approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (“FSMA”) by,
a person authorised under the FSMA. This Offering Circular and its accompanying forms may be
communicated only to: (a) persons outside the United Kingdom; (b) existing shareholders and other
persons falling within Article 43(2) of Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (“FPO”); (c) persons who are investment professionals falling within Article 19(5) of the
FPO; (d) high net worth companies, unincorporated associations and other bodies within the categories
described in Article 49(2) of the FPO; or (e) to such other persons as it may lawfully be communicated
(together “relevant persons”). The Rights, the VPS subscription Rights and the Rights Shares are
offered only to, and any agreement to purchase or subscribe will be engaged in only with, relevant
persons. This Offering Circular and its accompanying forms, and the information contained herein,
must only be relied upon by relevant persons.
37

TAKE-OVER LIMITS
The Code regulates the acquisition of ordinary shares of public companies including CIMC Raffles.
Unless exempted, any person acquiring an interest, either on his own or together with parties acting in
concert with him, in 30.0% or more of the voting rights in CIMC Raffles or if such person holds, either
on his own or together with parties acting in concert with him, between 30.0% to 50.0% (both inclusive)
of the voting rights in CIMC Raffles, and acquires additional Shares representing more than 1.0% in
CIMC Raffles in any six-month period, must extend a take-over offer for the remaining Shares in
accordance with the provisions of the Code.
Shareholders who are in doubt as to their obligations, if any, to make a mandatory take-over offer under
the Code as a result of any acquisition of Rights Shares pursuant to the Rights Issue should consult the
Securities Industry Council and/or their professional advisers.
38

USE OF PROCEEDS
Net proceeds from the Rights Issue
The Rights Issue will raise gross proceeds of approximately US$100.5 million, and the estimated net
proceeds from the Rights Issue after deducting estimated expenses of approximately US$0.2 million
are expected to be approximately US$100.3 million. All proceeds from the Rights Issue will go to CIMC
Raffles.
Principal uses of net proceeds
The Rights Issue is being undertaken by CIMC Raffles to raise funds to improve the facilities at its
existing shipyards and to build new shipyards, to strengthen its balance sheet structure, and for future
investments and working capital requirements.
In particular, CIMC Raffles intends to use the net proceeds from the Rights Issue for the following
purposes:
Use of Proceeds
Amount
(a) Improve facilities at existing shipyards and build new shipyards US$50.00 million
(b) Repay bank borrowings US$40.00 million
(c) Future investments and working capital US$10.3 million
(d) Expenses of the Rights Issue US$0.2 million
For more information on the use of proceeds under paragraphs (a) and (c) above, please see further
paragraphs 2.2 and 2.3 of the section “Letter from the Board”.
In relation to paragraph (b), CIMC Raffles intends to use an aggregate amount of US$40.0 million to
repay some of the CIMC Raffles Group’s borrowings. It is currently expected that such amount will be
used to repay part of the CIMC Raffles Group’s borrowings which have been used for general working
capital purposes and are due to mature sometime in FY2010.
Pending the deployment of the net proceeds for the abovementioned uses, the net proceeds may be
deposited with banks and/or financial institutions, invested in short term money markets instruments
and/or marketable securities, and/or used for any other purposes on a short term basis, as the Directors
may, in their absolute discretion, deem fit.
CIMC Offshore Holdings, a Substantial Shareholder which holds directly and indirectly approximately
81.96% of the total number of issued Shares, has given to CIMC Raffles the Irrevocable Undertaking,
pursuant to which it undertook to accept and pay for its provisional allotments of the Rights Shares
under the Rights Issue in full, and to apply and pay for all excess Rights Shares which are not allotted
or otherwise taken up under the Rights Issue. In the allotment of excess Rights Shares, CIMC Offshore
Holdings will rank last. CIMC Offshore Holdings will not be receiving any discount, commission or fee
for providing the Irrevocable Undertaking.
The Irrevocable Undertaking will ensure that all the Rights Shares will be fully taken up and subscribed.
In view of the Irrevocable Undertaking, the Rights Issue is not underwritten by any financial institution.
39

INFORMATION ON THE CIMC RAFFLES GROUP
1. DIRECTORS
The names and addresses of each of the Directors are set out below:
Names of Directors
Mai Bo Liang
(Chairman)
Brian Chang
(Deputy Chairman and Chief Executive
Officer)
Chang Yee Meng Malcolm
(Executive Director)
Yu Ya
(Executive Director)
Yu Yu Qun
(Executive Director)
Wang Yu
(Executive Director)
Liu Chee Ming
(Independent Director)
Yu Ning
(Independent Director)
Zhang Li Min
(Independent Director)
Address
No. 2 Gangwan Avenue
Shekou Industrial Zone, Shenzhen
Guang Dong Province
People’s Republic of China
23 Claymore Road
#22-03
Singapore 229546
39 Gilstead Road
#01-24 Gilstead Brooks
Singapore 309083
Room 603 Unit 4 Building 1
Yuetan North Side Street
Xicheng District, Beijing
People’s Republic of China
Room 4A Unit 3 Building 1
Nanshan Hong Shu Xi An
Nanshan District, Shenzhen
People’s Republic of China
Room 8C Building 13
Jin Duan Zhi Bin, Shenzhen Bay
Gao Xin South 5th Zone
Nanshan District, Shenzhen
People’s Republic of China
23 Leonie Hill
#11-02 Leonie Garden
Singapore 239224
Room 2503 Building 3
Tai Yang Yuan
Haidian District, Beijing
People’s Republic of China
1-6-1501 Courtyard 9
Fang Yuan Nan Li
Jiang Tai Lu Street
Chaoyang District, Beijing
People’s Republic of China
40

INFORMATION ON THE CIMC RAFFLES GROUP
2. THE BUSINESS OF THE CIMC RAFFLES GROUP
The business of the CIMC Raffles Group is described in the section “Summary of the Business
of the CIMC Raffles Group” of this Offering Circular.
3. GENERAL DEVELOPMENT OF THE BUSINESS OF THE CIMC RAFFLES GROUP FROM THE
BEGINNING OF FY2007 TO THE LATEST PRACTICABLE DATE
3.1 General Developments in FY2007
In March, the CIMC Raffles Group delivered its second round floating production storage and
offloading (“FPSO”) vessel, The Sevan Hummingbird, to its customer. The distinctive features of
The Sevan Hummingbird were that it was a round FPSO which made it less sensitive to
wave-induced motions, and it was suitable for harsh weather and environment conditions.
In October, the CIMC Raffles Group delivered the yacht carrier, The Yacht Express, to its
customer. It was purpose-built with a semi-submersible dock bay that allows yachts of any size to
be safely floated on and off as cargo.
In November, the CIMC Raffles Group delivered its third round FPSO vessel, The Sevan
Voyageur, to its customer. This FPSO vessel has the same distinctive features as the Sevan
Hummingbird mentioned above.
In the same month, CIMC Raffles undertook a private placement exercise and successfully placed
out 21.3 million new Shares, representing approximately 7.8% of the enlarged share capital of
CIMC Raffles, at NOK31 per Share. The private placement exercise raised gross proceeds of
NOK660,300,000 (approximately US$124 million at that time) and boosted CIMC Raffles’ share
capital from approximately S$417.6 million 6 to approximately S$594.2 million 6 .
3.2 General Developments in FY2008
In February, the CIMC Raffles Group delivered a 350-man accommodation barge mobile offshore
drilling unit (“MODU”) to its customer. The MODU was equipped with a 150 metric ton crawler
crane and capable of accommodating up to 350 personnel.
In April, the CIMC Raffles Group christened the world’s first fixed dual-beam gantry crane with a
total lifting capacity of 20,000 metric tonnes, ‘Taisun’. The ‘Taisun’ gantry crane has been
conferred the inaugural Spotlight on New Technology Award by the Offshore Technology
Conference in Houston, US 7 , and has also been awarded a Guinness World Record for hoisting
a 20,133 metric ton launching barge 30 metres above the water. In addition, the CIMC Raffles
Group won The American Society of Mechanical Engineers Woelfel Best Mechanical Engineering
Achievement Award 2008 for its innovative, new technology used in the dual beam gantry crane
‘Taisun’. 8
6
7
8
Based on filings made with the Accounting and Corporate Regulatory Authority of Singapore.
The Offshore Technology Conference is an event for the development of offshore resources in the fields of drilling,
exploration, production, and environmental protection.
The American Society of Mechanical Engineers is a global organisation dedicated to promoting the art, science, and practice
of mechanical engineering. In addition to being one of the world’s largest technical publishing operations, it also holds
technical conferences, provides professional development courses, and sets industry and manufacturing standards.
41

INFORMATION ON THE CIMC RAFFLES GROUP
In November, CIMC completed the acquisition (indirectly through a subsidiary) of its initial 10%
stake in CIMC Raffles. Mr Mai Bo Liang, the President and director of CIMC, was appointed as
Chairman of the Board.
In the same month, the ‘Taisun’ gantry crane celebrated its first commercial lift by successfully
lifting the 14,000 metric tonnes deckbox of the ‘COSL Pioneer’ semi-submersible drilling rig, and
mating it onto the columns and hull rig in one single operation.
3.3 General Developments in FY2009
In March, the CIMC Raffles Group delivered the Shengli No. 2 drilling platform to its customer,
after successfully completing repair and modification works on the platform. The Shengli No. 2
drilling platform was the first project secured by CIMC Raffles since the development of its repair
business.
In September, the ‘Taisun’ gantry crane completed the mating of the deckbox onto the hull of the
‘SS Pantanal’ semi-submersible drilling rig.
In November, CIMC Offshore Holdings made a voluntary unconditional cash offer (“Offer”) for all
the Shares other than those held, directly or indirectly, by CIMC Offshore Holdings and certain
entities controlled by CIMC and certain entities controlled by Mr Brian Chang, the then largest
shareholder of CIMC Raffles as at the date of the Offer, at US$1.41 for each Share.
In December, the ‘Taisun’ gantry crane completed another remarkable achievement by achieving
one of the world’s heaviest ever commercial lift when it successfully lifted the deckbox of the
Frigstad D90 semi-submersible drilling rig, ‘Scarabeo 9’, and mated it onto its hull.
In the same month, the CIMC Raffles Group delivered a 350-man accommodation barge MODU
to its customer. The MODU was equipped with a 150 metric ton crawler crane and capable of
accommodating up to 350 personnel.
3.4 General Developments from 1 January 2010 to the Latest Practicable Date
In January, the Offer closed. Pursuant to acceptances received under the Offer, the transfer of
certain Shares from certain entities controlled by Mr Brian Chang to CIMC HK, and the swapping
of the Shares held by these entities for shares in CIMC Offshore Holdings, CIMC Offshore
Holdings became the single largest shareholder of CIMC Raffles and now hold directly and
indirectly approximately 81.96% of the total number of issued Shares. CIMC Offshore is controlled
as to approximately 61.02% by CIMC HK and as to approximately 38.98% by Mr Brian Chang.
In the same month, the CIMC Raffles Group delivered a self unloading bulk carrier for lease to its
customer. The vessel has a length of 175 meters and is designed to carry 30,000 tonnes of heavy
cargo such as coal and rocks.
In March, the ‘Taisun’ gantry crane completed the mating of the deckbox onto the hull of the ‘SS
Amazonia’ semi-submersible drilling rig.
In April, the CIMC Raffles Group through Yantai CIMC Raffles Offshore Ltd completed the
acquisition of a shipyard located at Longkou, Shandong, through the acquisition of the entire
equity interest in Longkou Sanlian Offshore Engineering Co., Ltd (which has since been renamed
Longkou CIMC Raffles Offshore Ltd) for an aggregate cash consideration of RMB291 million. The
shipyard, with an existing land area of more than 413,000 square metres, will be developed into
a world-class construction yard for building jack-up drilling rigs.
42

INFORMATION ON THE CIMC RAFFLES GROUP
3.5 Material Changes since the end of FY2009
Save as disclosed in this Offering Circular or as may have been publicly announced by CIMC
Raffles via its website at http://www.cimc-raffles.com and the website of the Norwegian Securities
Dealers Association at http://www.nfmf.no, there have been no material changes in the affairs of
the CIMC Raffles Group since the end of FY2009 to the Latest Practicable Date.
4. EQUITY CAPITAL AND LOAN CAPITAL
As at the Latest Practicable Date, the equity capital and loan capital of CIMC Raffles are as
follows:
Issued share capital : S$594,416,915 (1) divided into 273,565,000 issued Shares
Loan capital : Nil
Note:
(1) Based on filings made with the Accounting and Corporate Regulatory Authority of Singapore.
CIMC Raffles intends to make adjustments with respect to the Share Options which are
outstanding as at the Books Closure Date to take into account the Rights Issue so that the holders
thereof will not be adversely affected thereby. Details of such adjustments will be communicated
separately to holders of the Share Options.
5. ISSUE OF SHARES OR OTHER SECURITIES WITHIN THE 12 MONTHS IMMEDIATELY
PRECEDING THE LATEST PRACTICABLE DATE
CIMC Raffles has not issued any Shares or other securities or equity interests within the 12
months immediately preceding the Latest Practicable Date, whether for cash, services or
otherwise.
6. INTERESTS OF SUBSTANTIAL SHAREHOLDERS AS AT THE LATEST PRACTICABLE DATE
The interests of the Substantial Shareholders in the Shares as at the Latest Practicable Date are
as follows:
Direct Interest
Deemed Interest
Name No. of Shares % No. of Shares %
CIMC Offshore Holdings 130,158,651 47.58 94,047,374 34.38
CIMC HK (1) — — 224,206,025 81.96
CIMC (2) — — 224,206,025 81.96
Brian Chang (3) — — 224,206,025 81.96
Notes:
(1) CIMC HK owns approximately 61.02% of the issued shares in CIMC Offshore Holdings and, as such, is deemed to
have an interest in the Shares in which CIMC Offshore Holdings has an interest.
(2) CIMC owns 100% of the issued shares in CIMC HK and, as such, is deemed to have an interest in the Shares in
which CIMC HK has an interest.
(3) Mr Brian Chang owns 100% of the issued shares in each of Leung Kee Holdings Limited, Bright Touch Investment
Limited and Yantai Shipyard Pte Ltd, all of which collectively hold 38.98% of issued shares in CIMC Offshore
Holdings. As such, Mr Brian Chang is deemed to have an interest in the Shares in which CIMC Offshore Holdings
has an interest.
43

INFORMATION ON THE CIMC RAFFLES GROUP
7. MATERIAL LEGAL OR ARBITRATION PROCEEDINGS
Save as disclosed below, as at the date of this Offering Circular, the Directors are not aware of
any litigation or arbitration proceedings to which any member of the CIMC Raffles Group is a party
or which is pending or known to be contemplated, which may have, or which have had in the
12 months immediately preceding the date of this Offering Circular, a material effect on the
financial position or profitability of the CIMC Raffles Group.
Yantai CIMC Raffles Offshore Ltd, a company in the CIMC Raffles Group, is currently involved in
legal proceedings being conducted at the Qingdao Marine Court in the PRC relating to a claim by
Yantai CIMC Raffles Offshore Ltd for approximately RMB88 million against a steel mill together
with its agent for the supply of a sub-standard steel plate. The proceedings are still ongoing. The
parties are in the midst of exploring an amicable resolution on a without prejudice basis. However,
as at the Latest Practicable Date, no settlement has been reached.
CIMC Raffles is currently involved in two separate and unrelated arbitration proceedings
relating to:
(a)
(b)
a claim by a counterparty to a shipbuilding contract for recovery of milestone payment of
approximately US$10.3 million following the termination by CIMC Raffles of the relevant
shipbuilding contract upon the counterparty’s insolvency. The arbitration proceedings were
stayed in May 2009 pending receipt by CIMC Raffles from the counterparty of a bank
guarantee as security for CIMC Raffles’ costs of the arbitration, and have not recommenced
as at the Latest Practicable Date; and
a claim by CIMC Raffles for approximately US$13.9 million (for value of work done in excess
of milestone payment received) against the counterparty to a separate shipbuilding contract.
The counterparty has filed a counter-claim for an amount in excess of C17.8 million (for
milestone payment paid in excess of value of work done and losses arising from the
termination of the shipbuilding contract). Proceedings to hear the claim and counterclaim are
expected to be held in the fourth quarter of 2010.
8. MATERIAL CONTRACTS
Save as disclosed below, the members of the CIMC Raffles Group have not entered into any
material contracts outside the ordinary course of business for the period of two years immediately
preceding the Latest Practicable Date.
An agreement dated 29 October 2009 was entered into among Yantai CIMC Raffles Offshore Ltd,
Lin Yu Long and Gao Cheng Ge relating to the purchase by Yantai CIMC Raffles Offshore Ltd of
100% of the equity interest in Longkou Sanlian Offshore Engineering Co., Ltd (which has since
been renamed Longkou CIMC Raffles Offshore Ltd) for an aggregate cash consideration of
RMB291 million.
9. TRADING OF THE SHARES ON THE NOTC
9.1 Market prices of the Shares
The Shares are not listed or quoted on any stock exchange. However, the Shares which are
registered in the VPS are traded on the NOTC.
44

INFORMATION ON THE CIMC RAFFLES GROUP
The highest and lowest market prices and the volume of the Shares traded on the NOTC during
each of the last 12 calendar months immediately preceding the Latest Practicable Date and for the
period from 1 July 2010 to the Latest Practicable Date are as follows:
Price Range
Month High (1) Low (2) Volume (3)
July 2009 5.50 5.10 88,291
August 2009 5.50 5.30 39,895
September 2009 6.90 5.00 47,071
October 2009 7.90 5.75 9,294
November 2009 7.30 6.90 4,000
December 2009 8.00 8.00 15,600
January 2010 N/A (4) N/A (4) 0
February 2010 5.00 5.00 60,410
March 2010 5.00 5.00 39,180
April 2010 6.50 6.50 39,180
May 2010 5.50 5.00 24,044
June 2010 N/A (4) N/A (4) 0
1 July 2010 to the Latest Practicable Date N/A (4) N/A (4) 0
Source:
Bloomberg. CIMC Raffles has included the above information in its proper form and context and have not
verified the accuracy of such information.
Notes:
(1) High Price was based on the highest closing price of the Shares in a particular month.
(2) Low Price was based on the lowest closing price of the Shares in a particular month.
(3) Volume was based on the total volume of the Shares traded in a particular month.
(4) “N/A” means “Not Applicable” as no Shares were traded.
The trading liquidity of the Shares on the NOTC has generally been low, with an average daily
trading volume of approximately 16,578 Shares over the 12-month period immediately preceding
the Latest Practicable Date, representing approximately 0.0061% of the total number of issued
Shares.
9.2 Significant trading suspension
There has been no trading suspension of the Shares on the NOTC during the three years
immediately preceding the Latest Practicable Date.
45

OPERATING AND FINANCIAL REVIEW AND PROSPECTS
1. OPERATING RESULTS
1.1 Income statements
The audited consolidated income statement of the CIMC Raffles Group for FY2007, and the
audited consolidated statements of comprehensive income of the CIMC Raffles Group for FY2008
and FY2009, are set out in Appendix A to this Offering Circular.
CIMC Raffles has not published any interim consolidated income statement of the CIMC Raffles
Group for any period after FY2009.
1.2 Significant factor which materially affected profit or loss before tax of the CIMC Raffles
Group
Performance review for FY2009 compared to FY2008
With 11 offshore projects in their advanced stage of construction, CIMC Raffles Group registered
revenue of approximately S$918.6 million in FY2009, a marginal increase of approximately 3.0%
from approximately S$891.0 million in FY2008, while gross profit decreased by approximately
14.6% to approximately S$109.1 million, mainly due to provisions made for contingencies,
including foreseeable losses for work-in-progress relating to certain projects under negotiation
with owners. Gross profit margin decreased to approximately 11.9% in FY2009 as compared to
approximately 14.3% in FY2008. Operating profit improved by approximately 59.2% to
approximately S$64.0 million in FY2009 as compared with FY2008, mainly as a result of effective
foreign exchange hedging which maintained net foreign exchange losses at less than S$1.0
million, compared to net foreign exchange losses of approximately S$18.7 million in FY2008.
Further, with a view to dispose of non-core assets and investments of the CIMC Raffles Group,
CIMC Raffles successfully negotiated a settlement for a debt investment and recorded a gain of
approximately S$5.8 million. In FY2008, there were losses of approximately S$18.5 million on
mark-to-market available-for-sale investments and strategic investment in an associated
company, TSC Offshore Group Ltd. While a substantial part of the value of the investments has
recovered in FY2009, the reversal of losses recorded in prior years has not been reflected in the
consolidated statement of comprehensive income as guided by Singapore Financial Reporting
Standards.
In FY2009, net interest costs surged by approximately 244.0% to approximately S$17.9 million as
compared with FY2008, due to a significantly higher level of borrowings established to support the
CIMC Raffles Group’s working capital requirements and capital expenditure investment.
Nevertheless, profit before tax improved by approximately 25.1% to approximately S$45.3 million
as compared to FY2008.
In FY2009, the main PRC operating subsidiary of the CIMC Raffles Group, Yantai CIMC Raffles
Offshore Ltd, obtained Advanced Technology Enterprise status and benefitted from a
concessionary tax rate of 15% for 3 years commencing from FY2009. As a result, the profit net
of tax in FY2009 further improved by approximately 29.9% to approximately S$32.6 million as
compared with FY2008. After taking into account minority interests’ share of subsidiaries’ results,
the net profit of the CIMC Raffles Group was approximately S$27.3 million, an increase of
approximately 1.5% from the previous year.
46

OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Performance review for FY2008 compared to FY2007
The revenue of the CIMC Raffles Group from vessel and rig building grew by approximately
176.0% to approximately S$891.0 million from approximately S$323.4 million in FY2007. The
increase in revenue was primarily due to higher percentage of completion achieved by projects
which were all in the production phase of construction.
Gross profit surged by approximately 143.0% to approximately S$127.8 million from
approximately S$52.6 million in FY2007, despite a slight decline of gross profit margin to
approximately 14.3% in FY2008 from approximately 16.3% in FY2007. The reduction in gross
profit margin was mainly due to the increase in price of materials and equipment, especially in the
earlier part of FY2008, higher ancillary outsourcing and sub-contracting costs and provision for
contractual liquidated damages of approximately S$14.3 million and foreseeable losses of
approximately S$13.5 million for certain projects for which negotiation for waiver and/or monetary
compensation had not been concluded as at the date of the audit report.
Operating profit decreased by approximately 11.5% to approximately S$40.2 million in FY2008,
mainly due to significantly higher expenses and other losses. Net other losses were approximately
S$31.4 million in FY2008, as opposed to a gain of approximately S$32.7 million in FY2007. The
gain in FY2007 was mainly due to one-off sale of available-for-sale investments and a fair value
gain on embedded derivatives. In FY2008, the CIMC Raffles Group commenced hedging certain
exposures by way of foreign exchange forward contracts to mitigate the profit and loss volatility
arising from the embedded derivatives. As a result, in FY2008, foreign exchange losses of
approximately S$11.0 million and fair value loss on embedded derivatives of approximately
S$30.9 million were significantly offset by a gain on forward contracts of approximately S$23.2
million. The global financial crisis and the knock-on effect of stock market melt-down caused
impairment losses on available-for-sale investments amounting to approximately S$10.8 million.
Distribution and administrative expenses rose by approximately 40.9% to approximately S$56.2
million in FY2008, reflecting an increase in all aspects of operating costs as a result of increase
in business volume, including headcount and personnel costs, depreciation and amortisation and
professional consultancy costs. Headcount as at 31 December 2008 stood at more than 4,000
compared to around 2,700 as at 31 December 2007.
Net financing costs amounted to approximately S$5.2 million in FY2008, as compared with
approximately S$6.9 million of net financing income in FY2007, due to the increase in borrowings
to meet increased working capital and yard expansion and improvement requirements. As a result
of the above, profit before tax reduced by approximately 30.5% to approximately S$36.2 million
in FY2008.
Income tax expenses were higher in FY2008 due to higher tax rates imposed on the CIMC Raffles
Group’s PRC subsidiaries, which were taxed at 25.0% in FY2008 as compared to 12.0% in
FY2007. Net profit after tax was approximately S$25.1 million, which was approximately 41.2%
lower than that of the previous year.
Net profit attributable to equity holders in FY2008 was approximately S$26.9 million, a decrease
of approximately 25.1% from approximately S$35.9 million in FY2007.
47

OPERATING AND FINANCIAL REVIEW AND PROSPECTS
2. FINANCIAL POSITION
The audited statements of financial position of the CIMC Raffles Group as at 31 December 2009
are set out in Appendix B to this Offering Circular.
CIMC Raffles has not published any interim statement of financial position for any period after
FY2009.
3. LIQUIDITY AND CAPITAL RESOURCES
3.1 Material sources and amounts of cash flows in FY2009
The consolidated statement of cash flows of the CIMC Raffles Group for FY2009 is set out in
Appendix C to this Offering Circular.
The CIMC Raffles Group’s cash and bank balances decreased by approximately 3.8% to
approximately S$168.8 million in FY2009 as compared with FY2008. Nonetheless, free cash was
approximately S$111.8 million, higher than the previous year by approximately 155.3%, as a
result of improved cash management and financing arrangement. Net cash inflow from financing
activities of approximately S$461.5 million was partially offset by net cash outflow from operating
activities of approximately S$289.0 million and net cash outflow from investing activities of
approximately S$104.5 million. Cash outflow from investing activities was mainly driven by capital
expenditure on property, plant and equipment and advance payment in relation to the acquisition
of Longkou Sanlian Offshore Engineering Co., Ltd (which has since been renamed Longkou CIMC
Raffles Offshore Ltd).
3.2 Working capital
The Directors are of the opinion that, as at the date of this Offering Circular, after taking into
consideration the CIMC Raffles Group’s internal resources and present banking facilities, the
working capital available to the CIMC Raffles Group is sufficient to meet the CIMC Raffles Group’s
present requirements.
3.3 Breach of loan covenants
To the best of the Directors’ knowledge, save as disclosed below, the CIMC Raffles Group is not
in breach of any of the terms and conditions or covenants associated with any credit arrangement
or bank loan which could materially affect the CIMC Raffles Group’s financial position and results
or business operations, or the investments by holders of securities in CIMC Raffles.
CIMC Raffles did not fulfill the requirement to maintain the ratio of total borrowings to tangible
assets of less than 1 under a loan agreement entered into with China Development Bank. The
outstanding balance of the loan owing to China Development Bank as at 30 June 2010 was
US$130 million. CIMC Raffles intends to seek waiver of the breach as at 30 June 2010 in due
course.
48

OPERATING AND FINANCIAL REVIEW AND PROSPECTS
4. FINANCIAL EFFECTS OF THE RIGHTS ISSUE
For illustration purposes only, certain proforma financial effects of the Rights Issue, based on the
audited financial statements of the CIMC Raffles Group for, and as at the end of, FY2009 are set
out below:
Share Capital
Number of Shares
Issued and
paid-up share capital
As at the Latest Practicable Date 273,565,000 Shares S$594,416,915 (1)
Issue of Rights Shares pursuant to
the Rights Issue
136,782,500 Rights Shares S$140,135,928 (2)
410,347,500 Shares S$734,552,843
Notes:
(1) Based on filings made with the Accounting and Corporate Regulatory Authority of Singapore.
(2) The gross proceeds from the Rights Issue are approximately US$100.5 million, which is equivalent to approximately
S$140.1 million based on the exchange rate of US$1:S$1.3939.
Earnings per Share
Audited profit net of tax after minority interest for FY2009
Earnings per Share based on the number of issued Shares as at the
Latest Practicable Date
Earnings per Share based on the number of issued Shares
adjusted for the Rights Issue
S$27,332,000
9.99 Singapore cents
6.66 Singapore cents
NAV per Share
Audited NAV as at 31 December 2009
NAV per Share based on the number of issued Shares as at the
Latest Practicable Date
NAV adjusted for the Rights Issue (1)
NAV per Share based on the number of issued Shares adjusted
for the Rights Issue
S$611,362,000
S$2.23
S$751,219,148
S$1.83
Note:
(1) NAV adjusted to take into account the net proceeds from the Rights Issue of approximately US$100.3 million, which
is equivalent to approximately S$139.9 million based on the exchange rate of US$1:S$1.3939.
49

OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Gearing
Interest bearing bank borrowings as at 31 December 2009
Cash and bank balances as at 31 December 2009 (1)
Net borrowings as at 31 December 2009
Total equity as at 31 December 2009
S$888,593,000
S$168,796,000
S$719,797,000
S$611,362,000
Gearing ratio as at 31 December 2009 (2) 1.18
Adjusted net borrowings after the Rights Issue (3)
Adjusted total equity after the Rights Issue (4)
S$579,939,852
S$751,219,148
Adjusted gearing ratio after the Rights Issue (2) 0.77
Notes:
(1) Cash and bank balances include cash and cash equivalents and pledged deposits (current and non-current).
(2) Gearing ratio is computed based on the ratio of net borrowings to total equity.
(3) This assumes that an aggregate amount of US$40.0 million from the proceeds of the Rights Issue is used to repay
borrowings.
(4) This takes into account the gross proceeds from the Rights Issue of approximately US$100.5 million, which is
equivalent to approximately S$140.1 million based on the exchange rate of US$1:S$1.3939.
5. TREND INFORMATION
5.1 Business and Financial Prospects of the CIMC Raffles Group
Save as disclosed in the public announcements by CIMC Raffles and in this Offering Circular, the
Directors are not aware of any known trends, uncertainties, demands, commitments or events that
are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or
capital resources, or that would cause financial information disclosed in this Offering Circular to
be not necessarily indicative of the future operating results or financial condition.
CIMC Raffles believes that the offshore marine industry has shown signs of recovery. Global
energy demand is set to resume its long-term upward trend once the economic recovery gathers
pace. In particular, the demand for oil is expected to rise. The demand for oil as a dominant source
of worldwide energy is expected to translate into the need for continued significant investment in
exploration and production spending. It is also expected that spending on oil and gas
infrastructure and technology will increase to boost production rate to meet the rising
consumption. The major oil and gas discoveries around the world will mean increased demand for
equipment, and the CIMC Raffles Group is well-positioned to gain new orders through strategic
partnership and cooperation arrangements with existing and new business partners. CIMC
Raffles Group has received a number of enquiries and its key focus is to convert these enquiries
into new orders.
Please also refer to the section “Risk Factors” of this Offering Circular for further details on risks
relating to the CIMC Raffles Group.
50

OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.2 Profit forecast (if disclosed)
No profit forecast is disclosed in this Offering Circular.
5.3 Significant changes since the end of FY2009
Save as disclosed below and in this Offering Circular or as may have been publicly announced by
CIMC Raffles on its website http://www.cimc-raffles.com and, where permitted, the website of the
Norwegian Securities Dealers Association at http://www.nfmf.no, there is no event that has
occurred from 31 December 2009 to the Latest Practicable Date which may have a material effect
on the CIMC Raffles Group’s financial position and results.
In April 2010, CIMC Raffles served a notice of cancellation under a shipbuilding contract for the
construction of a jack-up drilling rig, after the customer filed for Chapter 11 protection in the US
Bankruptcy Court. The contract sum of the shipbuilding contract is approximately US$81 million.
As at the date of cancellation, CIMC Raffles has received approximately 70% of the milestone
payments. As at the Latest Practicable Date, no formal claims for any compensation have been
made and no arbitration or legal proceedings have been commenced by either party in relation to
the cancellation of the shipbuilding contract. CIMC Raffles is reviewing its options and, pending
formal claims being made and resolved, is not able to determine with certainty as at the Latest
Practicable Date the effect of the cancellation on the CIMC Raffles Group’s financial position and
results.
51

ADDITIONAL INFORMATION ON THE RIGHTS ISSUE
1. THE RIGHTS ISSUE
1.1 The Rights Issue is made on a renounceable non-underwritten basis to Entitled Shareholders on
the basis of one (1) Rights Share for every two (2) existing Shares held as at the Books Closure
Date at the Issue Price, being US$0.735 for each Rights Share, rounded down to the nearest
Rights Share.
1.2 As there may be prohibitions or restrictions against the offering of Rights Shares in certain
jurisdictions, only Entitled Shareholders are eligible to participate in the Rights Issue. Please see
further paragraph 4.5 of this section “Additional Information on the Rights Issue”.
2. THE RIGHTS SHARES
2.1 As at the Latest Practicable Date, CIMC Raffles has a total of 273,565,000 issued Shares and has
6,469,005 outstanding Share Options, of which 1,821,643 have vested and are exercisable on or
before the Books Closure Date.
As the exercise prices of the Share Options which have vested on or before the Books Closure
Date are higher than the last transacted price of the Shares on the NOTC as at the Latest
Practicable Date, CIMC Raffles does not expect to issue, between the Latest Practicable Date
and the Books Closure Date, any new Shares pursuant to the exercise of such Share Options.
2.2 In view of the foregoing, on the basis of one (1) Rights Share for every two (2) existing Shares held
by Registered Shareholders as at the Books Closure Date, an aggregate of 136,782,500 Rights
Shares will be offered at US$0.735 for each Rights Share pursuant to the Rights Issue.
2.3 The Rights Shares will be issued pursuant to the authority granted under the terms of the general
share issue mandate approved by Registered Shareholders at the Annual General Meeting of
CIMC Raffles held on 11 June 2010.
2.4 The Rights Shares will, upon allotment and issue, rank pari passu in all respects with the existing
Shares, save for any dividends, rights, allotments or other distributions, the record date for which
falls before the date of issue of the Rights Shares.
2.5 Only Shares which are registered in the VPS are, and the Rights Shares which will be registered
in the VPS will be, traded on the NOTC.
3. THE ISSUE PRICE
3.1 The Issue Price is US$0.735 for each Rights Share.
3.2 The expenses incurred in relation to the Rights Issue will not be specifically charged by CIMC
Raffles to Entitled Registered Shareholders or their renouncees, or Entitled VPS Shareholders or
the Purchasers, for subscribing for the Rights Shares.
52

ADDITIONAL INFORMATION ON THE RIGHTS ISSUE
4. PLAN OF DISTRIBUTION
4.1 The Rights Issue
The Rights Shares will be offered to Entitled Shareholders, who have the preferential right to
accept their provisional allotment of Rights Shares or subscribe for their entitlements to the Rights
Shares under the Rights Issue.
The Rights Shares are not offered through the selling efforts of any broker or dealer.
4.2 Entitled Registered Shareholders
The Rights Shares will be provisionally allotted to Entitled Registered Shareholders on or about
16 July 2010 through the despatch of the PALs.
Entitled Registered Shareholders will be at liberty to accept, decline or otherwise renounce their
Rights and will be eligible to apply for additional Rights Shares in excess of their provisional
allotments under the Rights Issue using the PAL during the Registered Shareholders Subscription
Period. The Rights of Entitled Registered Shareholders will not be traded on the NOTC.
The Rights Shares are payable in full upon acceptance and (if applicable) excess application by
Entitled Registered Shareholders.
The procedures for, and the terms and conditions applicable to, acceptances, splitting,
renunciation and/or sales of the provisional allotments of Rights Shares and for the applications
for excess Rights Shares, including the different modes of acceptance or application and payment
are contained in Appendix D to this Offering Circular and in the PAL.
The Rights provisionally allotted to Entitled Registered Shareholders which are not exercised
during the Registered Shareholders Subscription Period will expire and be null and void.
4.3 Entitled VPS Shareholders
The VPS Subscription Rights will be credited into the VPS securities accounts of Entitled VPS
Shareholders on or about 16 July 2010, Norwegian time under the ISIN No. SG9999006795. The
VPS Subscription Rights will be traded on the NOTC during the NOTC Trading Period under ticker
code YRSL T.
Entitled VPS Shareholders may trade their VPS Subscription Rights on the NOTC during the
NOTC Trading Period. Entitled VPS Shareholders may subscribe for their entitlements to the
Rights Shares as well as apply for additional Rights Shares in excess of their entitlements using
the VPS Subscription Form during the VPS Subscription Period.
Each Entitled VPS Shareholder must authorise the VPS Registrar to debit the total amount due
for the Rights Shares from his Norwegian bank account specified in the VPS Subscription Form.
Debits will be made in NOK of an amount equivalent to the aggregate Issue Price for the Rights
Shares allocated in US$ at the exchange rate applicable at the time of allocation of the Rights
Shares. Should an Entitled VPS Shareholder have insufficient funds in his bank account or should
payment be delayed for any reason, or if it is not possible to debit the bank account, late payment
interest will be payable on the amount due in accordance with Norwegian laws.
53

ADDITIONAL INFORMATION ON THE RIGHTS ISSUE
The VPS Registrar reserves the right (but has no obligation) to make a second debit attempt if
there are insufficient funds in the account on the first debiting date. Should payment not be made
when due or if the VPS Registrar is not able to debit the full amount due after two attempts, the
subscription of the relevant Entitled VPS Shareholder shall be deemed to be cancelled, the Rights
Shares will not be allotted to him and any provisional allocation of the Rights Shares to the
relevant VPS securities account shall be withdrawn. The relevant Entitled VPS Shareholder shall
have no claim against CIMC Raffles, the VPS Registrar or the Registrar in connection with such
cancellation of his subscription. The Rights Shares which would otherwise have been allotted to
the relevant Entitled VPS Shareholder shall be reallocated and used to satisfy any application by
Entitled Registered Shareholders for excess Rights Shares or otherwise dealt with in such
manner as CIMC Raffles may decide. The original subscriber remains liable for payment of any
interest, costs, charges and expenses accrued, and CIMC Raffles and the VPS Registrar may
enforce payment for any such amount outstanding.
The procedures for, and the terms and conditions applicable to, the subscription for the Rights
Shares (including, if applicable, subscription for excess Rights Shares) and the mode of payment
are contained in Appendix E to this Offering Circular and in the VPS Subscription Form.
The VPS Subscription Rights credited into the VPS securities accounts of Entitled VPS
Shareholders which are not exercised during the VPS Subscription Period will expire and be null
and void.
4.4 Excess Rights Shares
As mentioned above, Entitled Registered Shareholders and Entitled VPS Shareholders are
entitled to apply or subscribe for additional Rights Shares in excess of their entitlements under the
Rights Issue.
Disregarded fractional entitlements of Rights Shares will be aggregated with entitlements to the
Rights Shares which are not allotted or otherwise taken up for any reason and shall be used to
satisfy excess applications for Rights Shares (if any) or otherwise disposed of or dealt with in such
manner as the Directors may in their absolute discretion deem fit in the interests of CIMC Raffles.
In the allotment of excess Rights Shares applied for through the Share Registrar using the PAL,
Substantial Shareholders and Directors will rank last.
4.5 Non-Entitled Shareholders
As there may be prohibitions or restrictions against the offering of Rights Shares in certain
jurisdictions, only Entitled Shareholders are eligible to participate in the Rights Issue. Please refer
to the sections “Eligibility of Shareholders to Participate in the Rights Issue” and “Selling
Restrictions” of this Offering Circular for further information.
4.6 Irrevocable Undertaking
As at the Latest Practicable Date, CIMC Offshore Holdings is the controlling shareholder of CIMC
Raffles and holds, directly and indirectly, approximately 81.96% of the total number of issued
Shares (“Relevant Shares”).
54

ADDITIONAL INFORMATION ON THE RIGHTS ISSUE
CIMC Offshore Holdings has given to CIMC Raffles the Irrevocable Undertaking, pursuant to
which it undertook and agreed (among other things):
(a)
(b)
(c)
(d)
(e)
it will not, during the period from the date of the Irrevocable Undertaking to such time and
date as may be determined by the Directors for the purpose of determining the entitlements
of CIMC Raffles shareholders under the Rights Issue, sell, transfer, dispose of or otherwise
deal with, or charge, pledge, encumber, grant an option or other right over or with respect
to, any of the Relevant Shares or any interest therein or any right attached thereto (or enter
into any agreement or commitment to do any of the foregoing);
it will accept, subscribe and pay for, and/or procure the acceptance, subscription and
payment for, all of its entitlements under the Rights Issue in full (being at least 112,103,012
Rights Shares, based on its holding of 224,206,025 Shares as at the date of the Irrevocable
Undertaking), no later than the applicable Closing Date;
it will apply, subscribe and pay for and/or procure the application, subscription and payment
for, such number of Rights Shares in excess of its entitlements under the Rights Issue as are
not subscribed and paid for by other CIMC Raffles shareholders (“Remaining Rights
Shares”);
all excess applications in respect of the Remaining Rights Shares made or procured by it will
only be accepted by CIMC Raffles to the extent that there are Rights Shares available after
all other excess applications have been fully satisfied; and
payment in respect of the excess applications is to be made in accordance with CIMC
Raffles’ instructions to be issued within ten (10) days after the Closing Date in respect of the
Registered Shareholders (or such other period as the Directors may determine), after the
number of excess Rights Shares is ascertained.
In view of the Irrevocable Undertaking, the Rights Issue is not underwritten by any financial
institution.
5. ALLOTMENT AND ISSUE OF THE RIGHTS SHARES
5.1 In the case of Entitled Registered Shareholders and their renouncees with valid acceptances for
the Rights Shares and successful applications for excess Rights Shares, physical share
certificate(s) representing the relevant number of Rights Shares will be despatched to them on or
around 13 August 2010, at their own risk, by ordinary post to their mailing addresses as
maintained with the Share Registrar.
Please see further Appendix D to this Offering Circular on “Procedures for Entitled Registered
Shareholders” and the PAL.
5.2 In the case of Entitled VPS Shareholders and Purchasers with valid subscriptions for the Rights
Shares and successful subscriptions for excess Rights Shares, the VPS Registrar will despatch
provisional allocation letters to the relevant Entitled VPS Shareholders and Purchasers to notify
them of such provisional allocation.
If the total amount due on the Rights Shares provisionally allocated is successfully debited from
the relevant bank accounts, the Rights Shares are expected to be credited into the VPS securities
account of the relevant Entitled VPS Shareholders and Purchasers on or around 16 August 2010.
55

ADDITIONAL INFORMATION ON THE RIGHTS ISSUE
Please see further Appendix E to this Offering Circular on “Procedures for Entitled VPS
Shareholders” and the VPS Subscription Form.
6. RESULTS OF THE RIGHTS ISSUE
In relation to Entitled Registered Shareholders, as soon as practicable after the Closing Date,
CIMC Raffles will announce the results of the Rights Issue through an announcement to be posted
on CIMC Raffles’s website at http://www.cimc-raffles.com and, where permitted, the website of the
Norwegian Securities Dealers Association at http://www.nfmf.no.
In relation to Entitled VPS Shareholders, the VPS Registrar will despatch provisional allocation
letters to notify them of the provisional allocation of the Rights Shares in the VPS. After the total
amount due for the Rights Shares has been successfully debited from the Norwegian bank
accounts of Entitled VPS Shareholders and the Rights Shares have been allotted and issued to
the VPS Registrar by CIMC Raffles, the Rights Shares will be credited into their VPS securities
accounts.
7. MANNER OF REFUND
In respect of Entitled Registered Shareholders and their renounces, when any acceptance of
Rights Shares and (if applicable) application for excess Rights Shares is invalid or unsuccessful,
the amount paid on acceptance and (if applicable) excess application will be returned or refunded
to such applicants without interest or any share of revenue or other benefit arising therefrom
within twenty-one (21) days after the Closing Date in respect of the Registered Shareholders by
ordinary post by means of a crossed cheque drawn on a bank in Singapore at their own risk to
their mailing addresses as maintained with the Share Registrar, by way of telegraphic transfer (in
which case the bank account information must be completed in the relevant forms) or in such
other manner as they may have agreed with the Share Registrar for the payment of any cash
distributions. Please refer to Appendix D to this Offering Circular for details of refunding excess
amounts paid by Entitled Registered Shareholders and their renouncees.
In respect of Entitled VPS Shareholders and the Purchasers, payment for the Rights Shares is by
way of debit of their Norwegian bank accounts based on the number of Rights Shares
provisionally allocated in the VPS. As such, it is not expected that there will be any refund of
excess amounts paid by them.
8. TIMETABLE
Please refer to the section “Expected Timetable of Key Events” of this Offering Circular for the
various times and dates for renunciation of, acceptance of and excess application for the Rights
Shares by Entitled Registered Shareholders, and for the trading of the VPS Subscription Rights
on the NOTC and subscription for the Rights Shares by Entitled VPS Shareholders.
As at the Latest Practicable Date, CIMC Raffles does not expect the timetable under the section
“Expected Timetable of Key Events” of this Offering Circular to be modified. However, CIMC
Raffles may modify the timetable subject to any limitation under any applicable laws. In such an
event, CIMC Raffles will publicly announce the same through an announcement to be posted on
CIMC Raffles’ website at http://www.cimc-raffles.com and, where permitted, the website of the
Norwegian Securities Dealers Association at http://www.nfmf.no as well.
56

Consolidated Income Statement of the CIMC Raffles Group for FY2007
Audited
FY2007
S$’000
Revenue 323,448
Cost of sales (270,800)
Gross profit 52,648
Other gains, net 32,697
Expenses
APPENDIX A: CONSOLIDATED INCOME STATEMENT FOR FY2007
AND CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR FY2008 AND FY2009
— Distribution and marketing expenses (503)
— Administrative expenses (39,419)
Profit from operating activities 45,423
Finance income 10,790
Finance costs (3,935)
Net finance income 6,855
Share of results of associates (190)
Profit before income tax 52,088
Income tax expense (9,399)
Profit for the year 42,689
Attributable to:
Equity holders of the Company 35,907
Minority interests 6,782
42,689
Earnings per share attributable to equity holders of CIMC Raffles
— Basic (cents per share) 14.08
— Diluted (cents per share) 13.99
57

APPENDIX A: CONSOLIDATED INCOME STATEMENT FOR FY2007
AND CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR FY2008 AND FY2009
Consolidated Statement of Comprehensive Income for FY2008 and FY2009
Audited
FY2008
S$’000
Audited
FY2009
S$’000
Revenue 891,014 918,565
Cost of sales (763,199) (809,432)
Gross profit 127,815 109,133
Other item of income
Other income 30,077 25,552
Other items of expense
Marketing and distribution (568) (349)
Administrative expenses (55,670) (49,840)
Other expenses (61,464) (20,505)
Profit from operating activities 40,190 63,991
Finance income 5,220 1,049
Finance costs (10,461) (18,956)
Net finance costs (5,241) (17,907)
Share of results of associates 1,285 (801)
Profit before income tax 36,234 45,283
Income tax expense (11,121) (12,732)
Profit net of tax 25,113 32,551
Other comprehensive loss
Recognition/(reversal) of changes of fair value on available-for-sale
financial assets (26,198) 206
Foreign currency translation 7,469 (6,501)
Other comprehensive loss for the year, net of tax (18,729) (6,295)
Total comprehensive income for the year 6,384 26,256
Profit attributable to:
Owners of the Company 26,932 27,332
Minority interests (1,819) 5,219
Total comprehensive income attributable to:
25,113 32,551
Owners of the Company 7,220 21,359
Minority interests (836) 4,897
Earnings per share attributable to equity holders of CIMC Raffles
6,384 26,256
— Basic (cents per share) 9.85 9.99
— Diluted (cents per share) 9.85 9.99
58

APPENDIX B: STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2009
Audited
As at
31 December
2009
S$’000
ASSETS
Current assets
Cash and cash equivalents 111,821
Pledged deposits 49,119
Trade and other receivables 127,720
Inventories 149,279
Vessels under construction 247,822
Construction work-in-progress in excess of progress billings 336,533
Derivative financial instruments 11,730
Other current assets 320,486
1,354,510
Non-current assets
Financial assets, available-for-sale 1,141
Investment in associates 14,828
Property, plant and equipment 500,499
Prepayments 33,558
Land and sea use rights 30,654
Intangible assets 22,797
Deferred tax assets 10,790
Pledged deposits 7,856
622,123
Total assets 1,976,633
LIABILITIES
Current liabilities
Progress billings in excess of construction work-in-progress 33,552
Advances from customers 26
Derivative financial instruments 7,782
Trade and other payables 383,718
Borrowings 564,109
Income tax payable 15,622
Provision for other liabilities 35,145
1,039,954
Non-current liabilities
Borrowings 324,484
Other long term liabilities 833
325,317
Total liabilities 1,365,271
Net assets 611,362
EQUITY
Equity attributable to owners of CIMC Raffles
Share capital 591,482
Other reserves 30,973
Accumulated losses (30,078)
592,377
Minority interests 18,985
Total equity 611,362
59

APPENDIX C: CONSOLIDATED STATEMENT OF CASH FLOWS FOR FY2009
Cash flow from operating activities
Audited
FY2009
$’000
Profit before income tax 45,283
Adjustments for:
— Amortisation of intangible assets 3,639
— Amortisation of land and sea use rights 754
— Depreciation on property, plant and equipment 15,770
— Loss on disposal of property, plant and equipment 115
— Impairment loss on financial assets, available-for-sale 2,592
— Impairment loss on property, plant and equipment 328
— Provision for liquidated damages and foreseeable losses 2,520
— Provision for warranty costs 990
— Allowance for doubtful debts 109
— Write-back of doubtful trade and other receivables (93)
— Gain on a loan to a third party (5,811)
— Share options expense 6,661
— Interest expense 27,193
— Interest income (1,049)
— Share of results of associates 801
— Fair value gain on derivative financial instruments (16,697)
— Loss on forward contracts 15,132
— Translation differences (11,959)
Operating cash flows before working capital changes 86,278
Change in operating assets and liabilities
— Inventories 95,431
— Vessels under construction (158,919)
— Construction work-in-progress and excess progress billings (526,990)
— Trade and other receivables (16,086)
— Other current assets 150,215
— Advances from customers (31,092)
— Trade and other payables 54,242
— Provision for other liabilities 18,421
— Other long term liabilities (318)
— Pledged deposits (7,856)
Cash used in operations (336,674)
Interest received 1,049
Interest paid (27,193)
Income tax paid (8,472)
Cash collected from pledged cash for performance bonds and trade facilities 82,282
Net cash used in operating activities (289,008)
60

APPENDIX C: CONSOLIDATED STATEMENT OF CASH FLOWS FOR FY2009
Cash flows from investing activities
Audited
FY2009
$’000
Proceeds from disposal of property, plant and equipment 152
Purchase of property, plant and equipment and intangible assets (70,436)
Purchase of land and sea use rights (966)
Prepayments of land use rights (1,277)
Advance in relation to an acquisition of a company (31,979)
Net cash used in investing activities (104,506)
Cash flows from financing activities
Proceeds from borrowings from banks 948,480
Repayment of borrowings from banks (486,977)
Net cash from financing activities 461,503
Net increase in cash and cash equivalents 67,989
Cash and cash equivalents at beginning of financial year 43,832
Cash and cash equivalents at end of financial year 111,821
61

APPENDIX D: PROCEDURES FOR ENTITLED REGISTERED SHAREHOLDERS
1. INTRODUCTION
1.1 Entitled Registered Shareholders are entitled to receive this Offering Circular with the following
documents which are enclosed herewith, and are deemed to constitute a part of, this Offering
Circular:
PAL incorporating:
Form of Acceptance
Request for Splitting
Form of Renunciation
Form of Nomination
Excess Rights Shares Application Form
Form A
Form B
Form C
Form D
Form E
1.2 The provisional allotments of the Rights Shares and application for excess Rights Shares are
governed by the terms and conditions of this Offering Circular, the PAL and (if applicable) the
Memorandum and Articles of Association of CIMC Raffles. The number of Rights Shares
provisionally allotted to Entitled Registered Shareholders is indicated in the PAL (fractional
entitlements, if any, to be disregarded). Entitled Registered Shareholders may accept their
provisional allotments of Rights Shares, in full or in part, and are eligible to apply for Rights Shares
in excess of their entitlements under the Rights Issue.
1.3 Full instructions for the acceptance of and payment for the Rights Shares provisionally allotted to
Entitled Registered Shareholders and the procedures to be adopted should they wish to
renounce, transfer or split their provisional allotments are set out in the PAL.
1.4 Where any acceptance, application and/or payment does not conform strictly to the instructions
set out in this Offering Circular, the PAL and/or any other application form for Right Shares and/or
excess Rights Shares or is illegible, incomplete, incorrectly completed or which is accompanied
by an improperly or insufficiently drawn remittance, CIMC Raffles and/or the Share Registrar may,
at their absolute discretion, reject or treat as invalid any such acceptance, application, payment
and/or other process of remittance at any time after receipt in such manner as it may deem fit.
1.5 CIMC Raffles and the Share Registrar shall be entitled to process each application submitted for
the acceptance of the provisional allotment of Rights Shares and (if applicable) application for
excess Rights Shares and the payment received in relation thereto, pursuant to such application,
by an Entitled Registered Shareholder or his renouncee, on its own, without regard to any other
application and payment that may be submitted by the same Entitled Registered Shareholder or
his renouncee. For the avoidance of doubt, insufficient payment for an application may render the
application invalid. Evidence of payment (or overpayment) in other applications shall not
constitute, or be construed as, an affirmation of such invalid application submitted for the
acceptance of the provisional allotment of Rights Shares and (if applicable) application for excess
Rights Shares.
1.6 The Rights of Entitled Registered Shareholders will not be traded on the NOTC. Only the VPS
Subscription Rights will be traded on the NOTC. Accordingly, the PALs which are issued to
Entitled Registered Shareholders will not be valid for delivery pursuant to trades done on the
NOTC.
1.7 Unless expressly provided to the contrary in this Offering Circular and/or the PAL, a person who
is not a party to any contract made pursuant to this Offering Circular and/or the PAL has no rights
62

APPENDIX D: PROCEDURES FOR ENTITLED REGISTERED SHAREHOLDERS
under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term
of such contract. Notwithstanding any term contained therein, the consent of any third party is not
required for any subsequent agreement by the parties thereto to amend or vary (including any
release or compromise of any liability) or terminate such contract. Where third parties are
conferred rights under such contract, those rights are not assignable or transferable.
1.8 CIMC Raffles reserves the right to proceed with the Rights Issue notwithstanding a default by
CIMC Offshore Holdings in the performance of its obligations under the Irrevocable Undertaking.
2. FORM OF ACCEPTANCE (FORM A)
2.1 An Entitled Registered Shareholder who wishes to accept his entire provisional allotment of
Rights Shares or to accept any part of it and decline the balance, should:
(a)
(b)
complete the Form of Acceptance (Form A) for the number of Rights Shares which he wishes
to accept; and
forward the PAL in its ENTIRETY duly completed and signed together with a single
remittance for the full amount due and payable on acceptance BY POST AT HIS OWN RISK
in the enclosed self-addressed envelope provided to CIMC RAFFLES OFFSHORE
(SINGAPORE) LIMITED C/O THE SHARE REGISTRAR, KINETICA PTE. LTD.,
6 TEMASEK BOULEVARD, 29TH FLOOR, SUNTEC TOWER FOUR, SINGAPORE 038986,
so as to reach the Share Registrar not later than 5.00 p.m. on 2 August 2010 (or such other
time(s) and/or date(s) as may be announced from time to time by or on behalf of CIMC
Raffles).
2.2 Insufficient Payment
The attention of Entitled Registered Shareholders is drawn to paragraph 2.3 of this Appendix D
entitled “Appropriation” which sets out the circumstances and manner in which CIMC Raffles
and/or the Share Registrar shall be entitled to determine the number of Rights Shares which the
Entitled Registered Shareholder has given instructions to accept.
2.3 Appropriation
An Entitled Registered Shareholder should note that by accepting his provisional allotment of
Rights Shares, he acknowledges that CIMC Raffles and/or the Share Registrar, in determining the
number of provisionally allotted Rights Shares which the Entitled Registered Shareholder has
given instructions to accept, shall be authorised and entitled to have regard to the aggregate
amount of payment received for the acceptance of provisionally allotted Rights Shares.
3. REQUEST FOR SPLITTING (FORM B), FORM OF RENUNCIATION (FORM C) AND FORM OF
NOMINATION (FORM D)
3.1 Entitled Registered Shareholders who wish to accept only part and renounce the balance of their
provisional allotments of Rights Shares, or who wish to renounce all or part of their provisional
allotments of Rights Shares in favour of more than one person, should first, using the Request for
Splitting (Form B), request to have their provisional allotments of Rights Shares under the PAL
split into separate PALs (“Split Letters”) according to their requirements.
63

APPENDIX D: PROCEDURES FOR ENTITLED REGISTERED SHAREHOLDERS
The duly completed and signed Form B together with the PAL in its ENTIRETY should then be
returned BY POST AT THEIR OWN RISK to CIMC RAFFLES OFFSHORE (SINGAPORE)
LIMITED C/O THE SHARE REGISTRAR, KINETICA PTE. LTD., 6 TEMASEK BOULEVARD,
29TH FLOOR, SUNTEC TOWER FOUR, SINGAPORE 038986, as soon as possible and in any
case to reach the Share Registrar, not later than 5.00 p.m. on 26 July 2010 (or such other time(s)
and/or date(s) as may be announced from time to time by or on behalf of CIMC Raffles).
Split Letters will then be issued to Entitled Registered Shareholders in accordance with their
request. No Split Letters will be issued to Entitled Registered Shareholders if Form B (together
with the PAL in its entirety) is received after 5.00 p.m. on 26 July 2010 (or such other time(s)
and/or date(s) as may be announced from time to time by or on behalf of CIMC Raffles).
3.2 The Split Letters representing the number of Rights Shares which Entitled Registered
Shareholders intend to renounce may be renounced by completing the Form for Renunciation
(Form C) before delivery to the renouncee. Entitled Registered Shareholders should complete
Form A of the Split Letter(s) representing that part of their provisional allotments of Rights Shares
they intend to accept, if any. The said Split Letter(s) together with the remittance for the payment
(if required) in the prescribed manner should be forwarded to the Share Registrar so as to reach
the Share Registrar not later than 5.00 p.m. on 2 August 2010 (or such other time(s) and/or
date(s) as may be announced from time to time by or on behalf of CIMC Raffles).
3.3 Entitled Registered Shareholders who wish to renounce their entire provisional allotments of
Rights Shares in favour of one person, or renounce any part of it in favour of one person and
decline the balance, should complete Form C for the number of provisional allotments of Rights
Shares which they wish to renounce and deliver the PAL in its ENTIRETY to the renouncees as
soon as possible.
3.4 The renouncee(s) should complete and sign FORM D (Form of Nomination) and forward FORM
D (Form of Nomination), together with the PAL in its entirety and the remittance for the payment
in the prescribed manner by post at his/their own risk, in the enclosed self-addressed envelope
provided, to CIMC RAFFLES OFFSHORE (SINGAPORE) LIMITED C/O THE SHARE
REGISTRAR, KINETICA PTE. LTD., 6 TEMASEK BOULEVARD, 29TH FLOOR, SUNTEC
TOWER FOUR, SINGAPORE 038986, so as to reach the Share Registrar not later than 5.00 p.m.
on 2 August 2010 (or such other time(s) and/or date(s) as may be announced from time to time
by or on behalf of CIMC Raffles).
3.5 Each Entitled Registered Shareholder may consolidate the Rights Shares provisionally allotted in
the PAL together with those comprised in any PALs and/or Split Letters renounced in his favour
by completing and signing FORM A (Form of Acceptance) and the Consolidated Listing Form in
FORM D (Form of Nomination) of the PAL and attaching thereto all the said renounced PALs
and/or Split Letters, each duly completed and signed and with the serial number of the Principal
PAL (as hereinafter defined) stated on each of them.
3.6 A renouncee who is not an Entitled Registered Shareholder and who wishes to consolidate the
provisional allotments of Rights Shares comprised in several renounced PALs and/or Split Letters
in one name only should complete the Consolidated Listing Form in FORM D (Form of
Nomination) of only one PAL or Split Letter (“Principal PAL”) by entering therein details of the
renounced PALs and/or Split Letters and attaching thereto all the said renounced PALs and/or
Split Letters, each duly completed and signed, and with the serial number of the Principal PAL
stated on each of them.
64

APPENDIX D: PROCEDURES FOR ENTITLED REGISTERED SHAREHOLDERS
ALL THE RENOUNCED PALS AND SPLIT LETTERS, EACH DULY COMPLETED AND
SIGNED, MUST BE ATTACHED TO FORM A (FORM OF ACCEPTANCE) OR FORM D (FORM
OF NOMINATION) (AS THE CASE MAY BE).
4. PAYMENT
4.1 Payment in relation to the PALs must be made in United States currency in the form of a Banker’s
Draft drawn on a bank in Singapore and made payable to “CIMC RAFFLES OFFSHORE
(SINGAPORE) LIMITED” and crossed “NOT NEGOTIABLE, A/C PAYEE ONLY” with the name
and address of the Entitled Registered Shareholder or acceptor clearly written in block letters on
the reverse side of the Banker’s Draft. UNLESS OTHERWISE SPECIFICALLY AGREED BY
CIMC RAFFLES, NO OTHER FORM OF PAYMENT (INCLUDING THE USE OF A PERSONAL
CHEQUE, POSTAL ORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE)
WILL BE ACCEPTED. The completed PAL and the single remittance for the full amount due and
payable on acceptance should be addressed and forwarded, AT THE SENDER’S OWN RISK, to
CIMC RAFFLES OFFSHORE (SINGAPORE) LIMITED C/O THE SHARE REGISTRAR,
KINETICA PTE. LTD., 6 TEMASEK BOULEVARD, 29TH FLOOR, SUNTEC TOWER FOUR,
SINGAPORE 038986, so as to arrive not later than 5.00 p.m. on 2 August 2010 (or such other
time(s) and/or date(s) as may be announced from time to time by or on behalf of CIMC Raffles).
UNLESS OTHERWISE SPECIFICALLY AGREED BY CIMC RAFFLES, NO OTHER FORM OF
PAYMENT (INCLUDING THE USE OF A PERSONAL CHEQUE, POSTAL ORDER OR MONEY
ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED.
4.2 If acceptance and (if applicable) application and payment in the prescribed manner as set out in
the Offering Circular and the PAL is not received by 5.00 p.m. on 2 August 2010 (or such other
time(s) and/or date(s) as may be announced from time to time by or on behalf of CIMC Raffles),
the provisional allotments of Rights Shares will be deemed to have been declined and will
forthwith lapse and become void, and cease to be capable of acceptance, and such provisional
allotments not so accepted will be used to satisfy excess applications, if any, or disposed of or
dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the
interests of CIMC Raffles. CIMC Raffles will return or refund all unsuccessful acceptance and (if
applicable) application monies received in connection therewith by ordinary post by means of a
crossed cheque drawn on a bank in Singapore at the risk of the Entitled Registered Shareholders
or their renouncees to their mailing addresses as maintained with the Share Registrar, by way of
telegraphic transfer (in which case the bank account information must be completed in the
relevant forms) or in such other manner as they may have agreed with the Share Registrar for
payment of any cash distributions, without interest or any share of revenue or benefit arising
therefrom, within twenty-one (21) days after the Closing Date in respect of the Registered
Shareholders.
5. APPLICATION FOR EXCESS RIGHTS SHARES (FORM E)
5.1 Entitled Registered Shareholders who wish to apply for excess Rights Shares in addition to those
which have been provisionally allotted to them may do so by completing the Excess Rights Shares
Application Form (Form E) and forwarding it together with the PAL and a SEPARATE
REMITTANCE for the full amount payable in respect of the excess Rights Shares applied for in
the form and manner set out in paragraph 4 above, AT THEIR OWN RISK, to CIMC RAFFLES
OFFSHORE (SINGAPORE) LIMITED C/O THE SHARE REGISTRAR, KINETICA PTE. LTD., 6
TEMASEK BOULEVARD, 29TH FLOOR, SUNTEC TOWER FOUR, SINGAPORE 038986, so as
to arrive not later than 5.00 p.m. on 2 August 2010 (or such other time(s) and/or date(s) as may
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APPENDIX D: PROCEDURES FOR ENTITLED REGISTERED SHAREHOLDERS
be announced from time to time by or on behalf of CIMC Raffles). UNLESS OTHERWISE
SPECIFICALLY AGREED BY CIMC RAFFLES, NO OTHER FORM OF PAYMENT (INCLUDING
THE USE OF A PERSONAL CHEQUE, A POSTAL ORDER OR MONEY ORDER ISSUED BY A
POST OFFICE IN SINGAPORE) WILL BE ACCEPTED.
5.2 The excess Rights Shares available for application are subject to the terms and conditions
contained in the PAL, Form E, this Offering Circular and (if applicable) the Memorandum and
Articles of Association of CIMC Raffles. Applications for excess Rights Shares will, at the
Directors’ absolute discretion, be satisfied from such Rights Shares as are not validly taken up by
the Entitled Shareholders and the original allottee(s) or their respective renouncee(s) or the
Purchaser(s), together with the aggregated fractional entitlements to the Rights Shares, and any
Rights Shares that are otherwise not allotted for whatever reason in accordance with the terms
and conditions contained in the VPS Subscription Form and/or the PAL, Form E, this Offering
Circular and/or (if applicable) the Memorandum and Articles of Association of CIMC Raffles. In the
event that applications are received by CIMC Raffles for more excess Rights Shares than are
available, the excess Rights Shares available will be allotted in such manner as the Directors may,
in their absolute discretion, deem fit in the interests of CIMC Raffles. CIMC Raffles reserves the
right to reject, in whole or in part, any application for excess Rights Shares without assigning any
reason whatsoever therefor.
5.3 If no excess Rights Shares are allotted to an Entitled Registered Shareholder, his remittance
submitted on application for excess Rights Shares will be returned or refunded to him. If the
number of excess Rights Shares allotted to an Entitled Registered Shareholder is less than that
applied for, the surplus application monies will be refunded to him. These amounts will be returned
or refunded, without interest or any share of revenue or other benefit arising therefrom, within
twenty-one (21) days after the Closing Date in respect of the Registered Shareholders by means
of a crossed cheque drawn on a bank in Singapore and sent by ordinary post AT HIS OWN RISK
to his mailing address in Singapore as maintained with the Share Registrar, by way of telegraphic
transfer (in which case the bank account information must be completed in the relevant forms) or
in such other manner as he may have agreed with the Share Registrar for the payment of any
cash distributions. In determining the amount of surplus application monies to be refunded, the
aggregate amount payable for the excess Rights Shares allotted to an Entitled Registered
Shareholder will be rounded upwards to the nearest whole US cent.
6. GENERAL
6.1 No acknowledgements or receipts will be issued for any acceptance, application or payment
received.
6.2 Entitled Registered Shareholders who are in doubt as to the action they should take should
consult their stockbroker, bank manager, solicitor, accountant or other professional adviser.
6.3 THE FINAL TIME AND DATE FOR ACCEPTANCES AND (IF APPLICABLE) EXCESS
APPLICATIONS AND PAYMENT FOR THE RIGHTS SHARES IS 5.00 P.M. ON 2 AUGUST 2010
(OR SUCH OTHER TIME(S) AND/OR DATE(S) AS MAY BE ANNOUNCED FROM TIME TO
TIME BY OR ON BEHALF OF CIMC RAFFLES).
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APPENDIX E: PROCEDURES FOR ENTITLED VPS SHAREHOLDERS
1. Books Closure Date
1.1 The VPS Shares are traded on the NOTC.
1.2 The last time and date for the trading of the VPS Shares with VPS Subscription Rights is 4.30 p.m.
on 9 July 2010, Norwegian time. The VPS Shares trade exclusive of the VPS Subscription Rights
from 9.00 a.m. on 12 July 2010, Norwegian time.
1.3 Entitled VPS Shareholders must be registered in the VPS register of CIMC Raffles as of 15 July
2010, Norwegian time (“Books Closure Date”) to be entitled to participate in the Rights Issue,
and to receive this Offering Circular and the VPS Subscription Form (which forms part of this
Offering Circular).
2. VPS Subscription Rights
2.1 Under the Rights Issue, each Entitled VPS Shareholder may subscribe for one (1) Rights Share
for every two (2) existing VPS Shares held as at the Books Closure Date. One VPS Subscription
Right entitles the holder to subscribe for one Rights Share, and one (1) VPS Subscription Right
will be issued to each Entitled VPS Shareholder for every two (2) existing VPS Shares held.
Fractional VPS Subscription Rights will not be issued, and the number of VPS Subscription Rights
issued to each Entitled VPS Shareholder will accordingly be rounded down to the nearest whole
number.
2.2 This Offering Circular, together with the VPS Subscription Form which will reflect the number of
Rights Shares which an Entitled VPS Shareholder is entitled to subscribe, will be despatched to
Entitled VPS Shareholder on or around 16 July 2010, Norwegian time. The VPS Subscription
Rights will be credited into the VPS securities accounts of Entitled VPS Shareholders on or
around 16 July 2010, Norwegian time, under the ISIN No. SG9999006795.
2.3 The VPS Subscription Rights will be traded on the NOTC during the NOTC Trading Period under
the ticker code YRSL T.
3. Subscription for the Rights Shares
3.1 Entitled VPS Shareholders and Purchasers who wish to subscribe for the Rights Shares
(“Subscribers”) may do so only through the VPS Registrar on the VPS Subscription Form.
3.2 Entitled VPS Shareholders and Purchasers can subscribe for the Rights Shares pursuant to the
VPS Subscription Rights during the VPS Subscription Period from 20 July 2010 to 4.30 p.m. on
26 July 2010, Norwegian time.
3.3 Properly completed and signed VPS Subscription Forms documenting the VPS Subscription
Rights must be received by the VPS Registrar before the expiry of the VPS Subscription Period.
No text shall be added to the VPS Subscription Forms other than in the designated fields. Multiple
subscriptions are allowed and will be accumulated, and the Subscriber will be deemed to have
subscribed for the total number of the Rights Shares. Neither CIMC Raffles nor the VPS Share
Registrar shall be responsible or liable for any delay in the transmission or non-receipt by the VPS
Registrar of the VPS Subscription Forms, including without limitation any delay in the mail system
or for VPS Subscription Forms forwarded by fax not being received in time.
3.4 The Subscriber must have a VPS securities account in order to be allotted Rights Shares. It is the
sole responsibility of a Subscriber to ensure that he has a VPS securities account, and neither
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APPENDIX E: PROCEDURES FOR ENTITLED VPS SHAREHOLDERS
CIMC Raffles nor the VPS Registrar shall be responsible or liable in the event that a VPS
securities account is not opened on time for the Subscriber to subscribe for the Rights Shares
pursuant to the VPS Subscription Rights.
3.5 Upon the expiry of the VPS Subscription Period, unexercised VPS Subscription Rights will expire
and be null and void. The VPS Subscription Rights which remain unexercised after the expiry of
the VPS Subscription Period will be removed from the VPS securities accounts of the relevant
Entitled VPS Shareholders without notification.
3.6 In order to not lose the value of the received VPS Subscription Rights, the Entitled VPS
Shareholder must either (a) sell the VPS Subscription Rights on the NOTC no later than 4.30 p.m.
on 26 July 2010, Norwegian time; or (b) subscribe for the Rights Shares pursuant to the VPS
Subscription Rights before 4.30 p.m. on 26 July 2010, Norwegian time.
3.7 An Entitled VPS Shareholder who does not intend to trade the VPS Subscription Rights issued to
him or subscribe for the Rights Shares pursuant to such VPS Subscription Rights need not take
any action. The unexercised VPS Subscription Rights will be expire and be null and void upon the
expiry of the VPS Subscription Period and will be removed from his VPS securities account
without notification.
3.8 A subscription for Rights Shares pursuant to the VPS Subscription Rights is irrevocable and the
Subscriber may not cancel or modify a subscription for Rights Shares once the VPS Subscription
Forms are received by the VPS Registrar.
4. Subscription for excess Rights Shares
4.1 Entitled VPS Shareholders who subscribe in full for their entitlements under the Rights Issue may
subscribe for additional Rights Shares in excess of their entitlements under the Rights Issue. To
subscribe for excess Rights Shares, an Entitled VPS Shareholder must use the same VPS
Subscription Form which is used for the subscription for their entitlements under the Rights Issue.
4.2 Purchasers may subscribe for their entitlements pursuant to the number of VPS Subscription
Rights purchased and held by them, and are also entitled to subscribe for additional Rights
Shares in excess of their entitlements.
4.3 The VPS Registrar as an Entitled Registered Shareholder will be entitled to be allocated any
Rights Shares provisionally allotted to Entitled Registered Shareholders under the Rights Issue
which are not allotted or otherwise taken up by Entitled Registered Shareholders. Any such Rights
Shares allocated to the VPS Registrar will, together with any Rights Shares provisionally allotted
to the VPS Registrar under the Rights Issue but are not allotted or otherwise taken up by Entitled
VPS Shareholders, be allocated to Entitled VPS Shareholders who subscribe for additional Rights
Shares in excess of their entitlements represented by the VPS Subscription Rights under the
Rights Issue.
4.4 Such excess Rights Shares will, to the greatest degree possible, be allocated to Entitled VPS
Shareholders who subscribed for excess Rights Shares on a pro rata basis to the number of
Rights Shares which each of them has subscribed for under the Rights Issue.
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APPENDIX E: PROCEDURES FOR ENTITLED VPS SHAREHOLDERS
5. ALLOCATION OF RIGHTS SHARES AND PAYMENT OF ISSUE PRICE
5.1 In the case of valid subscriptions for the Rights Shares and successful subscriptions for excess
Rights Shares, the VPS Registrar will despatch provisional allocation letters to the relevant
Entitled VPS Shareholders to notify them of such provisional allocation. Such provisional
allocation is subject to the VPS Registrar successfully debiting the amount due from the bank
account of the relevant Entitled VPS Shareholder or otherwise receiving payment in full of such
amount. The subscription of the relevant Entitled VPS Shareholder may be cancelled, and the
provisional allocation to him may be withdrawn, in accordance with paragraph 5.4 if the VPS
Registrar is not able to successfully debit the amount due or otherwise does not receive payment
in full of such amount.
5.2 In completing the VPS Subscription Form, each Subscriber must specify the details of his
Norwegian bank account in the VPS Subscription Form and authorise the VPS Registrar to debit
the total amount due for the Rights Shares from his Norwegian bank account. Debits will be made
in NOK of an amount equivalent to the aggregate Issue Price for the Rights Shares allocated in
US$ at the exchange rate applicable at the time of allocation of the Rights Shares. It is expected
that the relevant amount will be debited from the Norwegian bank accounts of Subscribers on or
around 9 August 2010, Norwegian time. Subscribers who do not have a bank account in Norway
must contact the VPS Registrar well ahead of the payment date in order to arrange for payment
by other means as the VPS Registrar may instruct. Neither CIMC Raffles nor the VPS Registrar
shall be responsible or liable in the event that Subscribers are not able to subscribe and pay for
the Rights Shares on time due to the relevant Subscribers not having a Norwegian bank account.
5.3 Subscribers must ensure that they have sufficient funds in their Norwegian bank accounts for
payment in full for the Rights Shares which they have subscribed. Should a Subscriber have
insufficient funds in his bank account or should payment be delayed for any reason, or if it is not
possible to debit the bank account, late payment interest at a rate equal to the prevailing interest
rate under the Norwegian Act on Interest on Overdue Payments of 17 December 1976 No. 100
(at the date of this Offering Circular the interest rate is 9.00%, however this may be subject to
change) will be payable on the amount due.
5.4 The VPS Registrar reserves the right (but has no obligation) to make a second debit attempt if
there are insufficient funds in the account on the first debiting date. Should payment not be made
when due or if the VPS Registrar is not able to debit the full amount due after two attempts, the
subscription of the relevant Entitled VPS Shareholder shall be deemed to be cancelled, the Right
Shares will not be allotted to him and any provisional allocation of the Rights Shares to the
relevant VPS securities account shall be withdrawn. The Rights Shares which would otherwise
have been allotted to the relevant Entitled VPS Shareholder shall be reallocated and used to
satisfy any application by Entitled Registered Shareholders or otherwise dealt with in such
manner as CIMC Raffles may decide. The original subscriber remains liable for payment of any
interest, costs, charges and expenses accrued, and CIMC Raffles and the VPS Registrar may
enforce payment for any such amount outstanding.
6. RIGHTS SHARES
6.1 The Rights Shares will, upon allotment and issue, rank pari passu in all respects with the existing
Shares, save for any dividends, rights, allotments or other distributions, the record date for which
falls before the date of issue of the Rights Shares.
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APPENDIX E: PROCEDURES FOR ENTITLED VPS SHAREHOLDERS
6.2 It is currently expected that the Rights Shares will be allotted and issued, and the share certificate
for such Rights Shares will be despatched to the VPS Registrar, on or around 13 August 2010,
Norwegian time. If the total amount due on the Rights Shares provisionally allocated is
successfully debited from the banks accounts of the Subscribers, the Rights Shares are expected
to be credited into the Subscribers’ VPS securities account on or about 16 August 2010,
Norwegian time. The Rights Shares cannot be traded or in any other way transferred until they are
fully paid, credited into the VPS securities accounts and registered in the VPS register of CIMC
Raffles maintained by the VPS Registrar.
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