INVESTMENT OPPORTUNITIES SALE OF CONCESSION RIGHTS PORT IRENE

INVESTMENT OPPORTUNITIES SALE OF CONCESSION RIGHTS - PORT IRENE

THE CAGAYAN SPECIAL ECONOMIC AND FREEPORT ZONE

Cagayan Special Economic and Free. Port Zone • The Free. Port operates as a separate customs territory similar to Hong Kong, Singapore, Lubuan in Malaysia and Hamburg in Germany. • Envisioned to be a major transhipment point for trade in the Asia-Pacific rim.

Ø Location • Located at the northeastern tip of the Philippines surrounded by the waters of Balintang Channel, China Sea and the Pacific Ocean. • Covers the entire Municipality of Sta. Ana and the Islands of Fuga, Barit, Mabbag in the Municipality of Aparri, Cagayan. • With approximately 54, 118. 95 hectares of urban, suburban and agro-industrial lands for prime development.

International Transhipment Hub Located along the major shipping lanes between the U. S West Coast and China, and is readily accessible to international ports in Japan, Taiwan and Hong Kong.

Ancillary activities with linkages to transhipment include: Warehousing Cold storage Drying Packaging Trucking and other land transport services • Airport and other airport services • • • Seacraft and aircraft repair Banking and finance Wholesale and retailing Operation of Utilities (i. e. , power, water and sewerage, telecommunications, and gas

Investment Highlights Investment and Business Opportunities • Energy Generation (Fossil Fuel and Renewable) • Steel Mill and Metals Processing • Industrial Park Development • Mining and Petrochemicals • Manufacturing • IT Development • Business Process Outsourcing

Investment Highlights • • Medical Tourism Hotel, Resort and Eco-Tourism Development Banana, Pineapple and Sugarcane Plantation Fertilizer Production Food Processing High-Value Crop Production, Processing and Packaging Fish Production and Agriculture Pulp and Paper Production

Investment Highlights Incentives for CEZA Registered Enterprises • 4 -6 years income tax holiday • Special tax rate of 5% of gross income in lieu of all local and national taxes • Tax credits foreign corporations • Tax and duty free importation of articles, raw materials, capital goods, equipment and consumer items • Permanent resident status foreign investors and immediate family (must maintain not less than US$150, 000 capital)

• Other applicable incentives under Omnibus Investment Code of 1987: • • Multiple entry visa, valid for a period of two years Tax treatment of merchandise in the Zone Tax credits Additional deduction for labour expense Exemption from local taxes and licenses Exemption from Contractor’s Tax Exemption from Wharfage Dues and any Export Tax, Duty, Impost and Fee on non-traditional export products

THE CAGAYAN ECONOMIC ZONE AUTHORITY

Cagayan Economic Zone Authority (CEZA) • is a government owned and controlled corporation that was created by virtue of Republic Act 7922, otherwise known as the “Cagayan Special Economic Zone Act of 1995″, which was authored by Senator Juan Ponce Enrile (a native of Cagayan Province) and approved by President Fidel V. Ramos. • It has been tasked to manage and supervise the development of the Cagayan Special Economic Zone and Freeport (CSEZFP).

The CEO Administrator Sec. Raul L. Lambino

Board of Directors Chairman: Vice-Chairman/Acting Chairman: Member / Acting Vice-Chairman: Sec. Ramon M. Lopez Sec. Raul L. Lambino Katrina C. Ponce-Enrile Members: Antonio Generoso Buendia, Jr. Milton A. Alingod Geary L. Barias Arturo P. Bautista Darwin A. Tobias Shalimar D. Tumaru Alfonso V. Lim

Board of Directors Members: Allan U. Ty Jaime Roque Escaño Jose V. Hipolito Vicente Cuevas Jose D. Balagan Ernesto J. Fueconcillo Corporate Board Secretary: Atty. Victoria M. Perez No. Legal Basis: Act Republic (CEZA) known as “The Cagayan Economic Zone Act of 1995″

PORT IRENE

History of Port Irene • Port Irene was constructed in 1972, during the time of former Pres. Ferdinand E. Marcos. Then Port Casambalangan was repaired and developed by the late Pres. Marcos, but he also changed its name to Port Irene. • The construction of Port Irene was made to cater the exportation of logs and lumber to countries like Japan, China and Korea, and which was still allowed at the time. Port Irene was also used for the exportation of molasses. • The Port Authority before was still PPA, when CEZA came in 1995, PPA eventually transferred control in 1999. Starting that time, CEZA, through The Port Operations Division, has managed Port Irene, as well as the Port San Vicente.

SALE OF CONCESSION RIGHTS – PORT IRENE 100% ownership of company with exclusive concession rights • Acquisition of 100% of APITI via its sole shareholder, August Star Holdings, Inc.

Port Irene General Site Plan

Exclusive Concession Rights (25 years) • • Entered into on December 22, 1999 Approved by the Office of the President on May 23, 2000 Coverage APITI has sole and exclusive responsibility to finance, construct, rehabilitate, manage, operate, and transfer to CEZA the Development Facility of Port Irene under a Build-Operate-Transfer (BOT) arrangement.

Rights Granted to APITI • Exclusive Concession Period of 25 years, renewable for another 25 years • Right to assign or encumber its interest in the facility without written approval of CEZA • Right to lease any portion of the facility without written approval of CEZA • Right to charge fees, rent and charges constituting Port revenues at rates determined by APITI

Obligations q. APITI • Undertake the Port Development Facility in Port Irene, specifically: a. Phase 1 : immediate port upgrading b. Phase 2 : construction of additional berth up to 300, 000 TEUs c. Phase 3 : construction of another additional berth for 200, 000 TEUs • Award contracts for the Project, with or without tender; • Enter into Tenancy Agreements; • Acquire additional land whenever necessary for the construction of container yard, road network and other facilities, which at the end of Concession Period, shall remain in APITI’s possession;

Obligations q. CEZA • Deliver to APITI a condition conducive for the commencement of Work (i. e. clean possession of the existing pier, reclaimed area, and other CEZA properties in Port Irene, free and clear of all tenants, squatters, and improvements and/or waste materials). • Assist APITI to acquire additional land for the construction of container yard, road network and other facilities, through sale or lease, including rights-of-way to enable APITI execute the Work.

• Assist APITI in acquiring all necessary documents from respective Governmental Agencies (i. e. permits, licenses, approvals for building and construction works, environmental compliance certificate and other authorizations) • Assist APITI in obtaining visas and work permits, and tax exemptions upon completion of the necessary requirements. • Maintain all facilities, equipment, and infrastructure in good condition in accordance with standards set for the conduct of commercial navigation in Port Irene.

• Assist APITI in obtaining Site Utilities (e. g. power and water) • Make available the Port Zone and all existing rights-of-way, rights of access to and possession of, and right to build on agreed boundaries. • Commit to obtain funds for and to commence construction of a breakwater and dredging of a path to create a navigational channel to assure safe passage of Post-Panamax vessels, within one year from the effectivity of the Agreement, and to complete construction of the breakwater and navigational channel prior to In-Service Date.

Indicative Price • Indicative Price of $15 M

Seaport Development: Port Irene: Present 850 Meter Breakwater - Completion Scheduled for Oct. 2014 Status: • Phase I of the Port Irene Breakwater Project (250 meters) is completed. • Phase II-A (construction of additional 250 meters) is completed. . Phase II-B (construction of additional 200 meters) is completed. . Phase III (construction of additional 150 Meters) is on-going. • 400 -meter berth • 10 -12 hectares container yard and cargo storage • Seawall • Cold storage • Cargo handling equipment • Equipment & machinery repair/workshop building • Port administration building • Medical & first aid clinic • Helicopter landing pad & associated facilities • Radio & telecommunication facilities • Security fence • Power substation & stand-by power generation facilities; • Provision for ship bunkering • Deepwell water supply system & treatment facility

ATTACHMENTS Ø Concession Agreement (CEZA & APITI)

Approval of the Concession Agreement

Signing Page

ATTACHMENTS Ø ASIA PACIFIC INTERNATIONAL TERMINALS, INC. (CERT. OF REGISTRATION & GIS)

Certificate of Registration

GENERAL INFORMATION SHEET (2016)

GENERAL INFORMATION SHEET (2016)