Baker McKenzie. Deed of Company Arrangement

Transcription

1 Baker McKenzie. Deed of Company Arrangement CRCG Rimfire Pty Ltd (Administrators Appointed) Michael Gerard McCann and Said Jahani China Railway Construction Group Co Limited Baler & McKenzie ABN Level Eagle Street Brisbane Old 4000 Australia w.bakermckenziecarn \AUSLPL 7 March 2018

2 Table of contents 1. Definitions and interpretation 2. Objectives and operation of this Deed 3. Effect of arrangement on Claims of Creditors, certain Claims against CRCG, Officers and moratorium 4. Effect of Deed on owners and lessors of Property 5. Effect of Deed on Secured Creditor 6. Effect of Deed on Members 7. Deed Fund 8. Making of Claims 9. Abandonment by Creditors who do not prove 10. Contracts of Insurance 11. Deed Administrators 12. Deed Administrators' Remuneration, Indemnity and Lien 13. Meetings of Creditors 14. Termination of Deed 15. Notices 16. Prescribed Provisions 17. General provisions Creditor Indemnity V3'AUS_LPL Deed of Company Arrangement

3 Deed Deed of Company Arrangement Date /9,'iiiccw 20(6 Parties CRCG Rimfire Pty Ltd (Administrators Appointed) ( ) of c/ Grant Thornton, Level 18, King George Square Central, Ann Street, Brisbane, QId, 4000 (Company) Michael Gerard McCann and Said Jahani of ci Grant Thornton, Level 18, King George Square Central, Ann Street, Brisbane, QId (Administrators)) China Railway Construction Group Co Limited of Level 6, No. 20 Shijingshan Road, Shijingshan District, Beijing, China (CRCG) Recitals A B On 16 November 2017, the Administrators were jointly and severally appointed as administrators of the Company in accordance with Pan 53A of the Corporations Act. On 7 March 2018,at a meeting of the Company's Creditors duly convened under section 439A of the Corporations Act, those Creditors resolved to accept the DOCA Proposal, to cause the Company to enter into a deed of company arrangement in accordance with the tenns of the DOCA Proposal and to appoint the Administrators as deed administrators of that deed of company arrangement (the Resolution). This Deed gives effect to the Resolution and constitutes the instrument that records the terms of the deed of company arrangement for the purposes of section 444A of the Corporations Act. Operative provisions Definitions Definitions and interpretation 1.1 In this Deed, unless the context requires another meaning: Administration Liability means any debt incurred by the Administrators in their capacity as voluntary administrators of the Company for which they are entitled to an indemnity under section 443D of the Corporations Act. Administrators' Remuneration means the remuneration of the Administrators as voluntary administrators of the Company to which they are entitled under division 60 of the Insolvency Practice Schedule. Admitted Claim means a Claim against the Company that is admitted to proof by the Deed Administrators in accordance with clause 8 and will not include an Excluded Claim. Admitted Creditor means a Creditor with an Admitted Claim \AUSLPL 2 Deed of company Arrangement

4 Authorised Officer means for a party, a director or a secretary of that party or any other person nominated by that party by notice to the others to be an Authorised Officer, the notice to be accompanied by a certified copy of the signature of the person nominated. Books has the same meaning as it has in section 9 of the Corporations Act. Business Day means a day that is not a Saturday, Sunday, a public holiday or bank holiday in Brisbane or Beijing. Claim means in relation to the Company any claim, cost (including legal costs on a solicitor and client basis), damages, debt, expense, environmental liability, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, prayer for relief, proceeding or judgment of any kind however calculated or caused, whether direct or indirect, consequential, incidental or economic, known or unknown as at the date of commencement of the Company's administration, latent, liquidated or unliquidated, present, prospective, future or contingent, the circumstances giving rise to which occurred on or before the Relevant Date, including but not limited to any claims arising out of or in connection with or relating in any way to any Pre Administration Contract (whether or not the Company had breached such Contract on or before the commencement of its administration), and any fine or penalty to which the Company is subject or liable to be subject arising out of circumstances occurring prior to the Relevant Date. Completion Date means the later of: 2 months from the date of the Resolution; or 7 days from receipt by CRCG from the Deed Administrators of notice of the satisfaciton of the Conditions Precedent. Conditions Precedent means each of the conditions in clause 2.3. Constitution means the constitution of the Company as amended and in force from time to time. Corporations Act means the Corporations Act 2001 (Cth) as in force from time to time. Corporations Regulations means the Corporations Regulations 2001 (Cth) as in force from time to time. Court means a court with jurisdiction under section 58AA of the Corporations Act. Creditor means, in relation to the Company, any person with a Claim. Creditor Indemnity means an indemnity in the form or substantially in the form of Schedule E. Deed means this deed of company arrangement. Deed Administration Liability means any debt properly incurred by the Deed Administrators in their capacity as administrators of this Deed. Deed Administrators means Michael Gerard McCann and Said Jahani. Deed Administrators' Remuneration means the remuneration of the Deed Administrators as administrators of this Deed to which they are entitled under division 60 of the Insolvency Practice Schedule. Deed Fund means the fund comprised in accordance with clause v3aus_lpl 3 Deed of Company Arrangement

5 Directors means the directors of the Company from time to time. DOCA Proposal means the proposal made by CRCG to the Administrators that the Company execute a deed of company arrangement. Effective Date means the date this Deed becomes effective in accordance with clause 2.2. Employee has the same meaning as "eligible employee creditor" has in section 9 of the Corporations Act as though the reference to "company" was to the Company. Employee Entitlement means the Admitted Claim of any Employee for, in respect of or arising in connection with any amount that would rank for priority under section 556(1), 560 or 561 of the Corporations Act in the event of the winding up of the Company, had that winding up commenced on the Relevant Date. Enforcement Process has the same meaning as it has in section 9 of the Corporations Act. Excluded Claim means any Claim of CRCG against the Company. FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth). Indemnity means the indemnity set out in clause 12. Insolvency Practice Rules has the same meaning as it has in the Corporations Act. Insolvency Practice Schedule has the same meaning as it has in the Corporations Act. Loan Agreement means the loan agreement between CRCG and the Company in substantially the terms set out at Schedule A to this Deed. Member has the same meaning as it has in section 9 of the Corporations Act. Officer has the same meaning as it has in section 9 of the Corporations Act. Pre Administration Contract means a contract, deed, agreement, lease or understanding entered into by the Company on or before the Relevant Date. Prescribed Provisions means the provisions set out in Schedule 8A of the Corporations Regulations. Property has the same meaning as it has in section 9 of the Corporations Act. QBCC means the Queensland Building and Construction Commission. QBCC DCA means any Deed of Covenant and Assurance purporting to be signed for or on behalf of CRCG in support of any building licence sought or wanted to the Company by the QBCC prior to the Relevant Date, including but not limited to the deed dated 21 July Relevant Date means 16 November 2017, the date the Administrators were appointed as voluntary administrators of the Company. Secured Creditor has the same meaning as it has in section 51 E of the Corporations Act, save that for the avoidance of doubt it does not include any Creditor which advances money to the Company after the Relevant Date to the extent of that advance. Security Deed means the security agreement between CRCG and the Company in substantially the terms set out at Schedule B to this Deed. Subscription Agreement means the subscription agreement between CRCG and the Company in substantially the terms set out at Schedule C to this Deed v3\aus_lpl 4 Deed of Company Arrangement

6 Superannuation Contribution means has the same meaning it has in section 556 of the Corporations Act. Superannuation Guarantee Charge has the meaning as it has in section 9 of the Corporations Act. Sunset Date means the date 3 calendar months after the date of the Resolution or such other date as may be agreed in writing between the Deed Administrators and CRCG. Tax means: a tax, levy, charge, impost, deduction, withholding or duty of any nature (including stamp and transaction duty and OST) at any time imposed or levied by any Government Agency or required to be remitted to, or collected, withheld or assessed by, any Government Agency; and any related interest, expense, fine, penalty or other charge on those amounts; and includes any amount that a person is required to pay to another person on account of that other persons liability for Tax. Interpretation 1.2 In this Deed, unless the context requires another meaning: a reference to: (i) the singular includes the plural and vice versa; (ii) (iii) (iv) (v) (vi) (vii) (viii) a gender includes all genders; a document (including this Deed) is a reference to that document (including any Schedules and Annexures) as amended, consolidated, supplemented, novated or replaced; an agreement includes any undertaking, representation, deed, agreement or legally enforceable arrangement or understanding whether written or riot; a party means a party to this Deed; an item, Recital, clause, Schedule or Annexure is to an item, Recital, clause, Schedule or Annexure of or to this Deed; a notice means a notice, approval, demand, request, nomination or other communication given by one party to another under or in connection with this Deed; a person (including a party) includes: (A) (B) (C) an individual, company, other body corporate, association, partnership, firm, joint venture, trust and Government Agency; the person's successors, permitted assigns, substitutes, executors and administrators; and a reference to the representative member of the GST group to which the person belongs to the extent that the representative member has assumed rights, entitlements, benefits, obligations and liabilities v3AUSLPL 5 Deed of company Arrangement

7 which would remain with the person if the person were not a member of a GST group; (ix) (x) (xi) (xii) a law includes any legislation, judgment, rule of common law or equity or rule of any applicable stock exchange, and is a reference to that law as amended, consolidated, supplemented or replaced and includes a reference to any regulation, by law or other subordinate legislation; proceedings includes litigation, arbitration and investigation; a judgment includes an order, injunction, decree, determination or award of any court or tribunal; time is to Queensland time; (xiii) the words "including" and includes mean 'including, but not limited to', and "includes, without limitation" respectively; (xiv) to the Administrators or the Deed Administrators is a reference to the parties comprising the Administrators or Deed Administrators in their capacity as Administrators or Deed Administrators of the Company. (d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning. headings are for convenience only and do not affect interpretation of this Deed. if a payment or other act must (but for this clause) be made or done on a day that is not a Business Day, then it must be made or done on the next Business Day. if a period must be calculated from, after or before a day or the day of an act or event, it must be calculated excluding that day. 1.3 This Deed may not be construed adversely to a party only because that party was responsible for preparing it. Objectives Objectives and operation of this Deed 2.1 The objectives of this Deed are to: (d) provide the Company's Creditors with a better return than would result from an immediate winding up of the Company; establish a deed fund from which Creditors of the Company may be paid dividends in respect of Admitted Claims against the Company; maintain the moratorium while this Deed remains in force; enable the Company to be solvent (within the meaning of section 95A of the Corporations Act) and to continue to trade. Operation of this Deed 2.2 This Deed is binding and effective on execution by the Company and the Deed Administrators of this Deed v3aus_lpl 6 Deed of company Arrangement

8 2.3 Clause 7.2 of this Deed will only operate from the time that the following conditions have been fulfilled (or waived by CRCG in writing): this Deed has been executed by all parties; either: (i) (ii) (iii) CRCG has received a written notice under the FATA by or on behalf of the Treasurer of the Commonwealth of Australia stating that the Commonwealth Government does not object to giving effect to the terms of the Loan Agreement, the Security Deed, and Subscription Agreement (whether unconditionally or subject to conditions acceptable to CRCG, acting reasonably); or the Treasurer of the Commonwealth of Australia becomes precluded from making an order in relation to giving effect to the terms of the Loan Agreement, the Security Deed, and the Subscription Agreement under the FATA; if an interim order is made under the FATA in respect of the giving effect to the terms of the Loan Agreement, the Security Deed, and the Subscription Agreement, the subsequent period for making a final order prohibiting the issuing of shares in the Company without a final order being made; the Company and CRCG have entered into: (i) (ii) (iii) the Loan Agreement; the Security Deed; the Subscription Agreement; (d) the Constitution is amended in substantially the terms provided for under Schedule D and in the manner set out in clause 6.To the extent it is within the relevant party's control, that party must use reasonable endeavours to ensure that the Conditions Precedent are satisfied. 2.4 The Company will enter into the Loan Agreement, the Security Deed and the Subscription Agreement no later than I Business Day after the amendments set out in Schedule D are made to the Constitution in accordance with clause 6 of this Deed. 2.5 The Deed Administrators must give written notice to CRCG of the satisfaction of all of the Conditions Precedent as soon as practicable after they are satisfied. 2.6 If the Conditions Precedent are not satisfied or waived by CRCG prior to the Sunset Date, CRCG will cease to be bound by this Deed,and the Company is to be wound up in the manner contemplated by s 446AA of the Corporations Act and the Administrators will thereafter act as the liquidators of the Company. 3. Effect of arrangement on Claims of Creditors, certain Claims against CRCG, Officers and moratorium Effect of Deed on Claims 3.1 Creditors must accept their rights and entitlements specified in this Deed in substitution for all Claims which they have or claim to have against the Company v3\aus_lpl 7 Deed of Company Arrangement

9 Release and extinguishment of Claims against the Company 3.2 If this Deed terminates in accordance with clause 14, 1, all Claims of Creditors against the Company are released in full and extinguished upon termination of this Deed (whether or not they have been proved or accepted to participate in a distribution under this Deed), and this Deed may be pleaded against any Creditor in bar of its Claim against the Company. Each of the Creditors will, if called upon to do so, execute and deliver to the Company such forms of release of any such Claim as the Deed Administrators require. Release and extinguishment of Claims against CRCG, certain Officers and employees 3.3 if the preconditions in clauses 14.1 and of this Deed are met, then prior to making the certification required by clause 14.1 the Deed Administrators: must take all reasonable steps to return to CRCO the original of any QBCC DCA held by the QBCC; execute on behalf of the Company a deed in the terms at Schedule F, and deliver that deed to CRCG. 3.4 If this Deed terminates in accordance with clause 14.1: (d) the Company releases and discharges CRCG from all Claims the Company may have, or might at any time arise in the future, against CRCG under or in respect of any QBCC DCA; the Company, including by any agent or liquidator appointed to it, will not make any demand under any QBCC DCA; in the event that the Company is any time paid any amount under the QBCC DCA, the Company will repay that amount in full to CRCG; the Company forever releases and discharges its past and present employees or Officers who also are or have been employees or agents of CRCG, or of any related entity of CRCO, in respect of any and all actions, claims, suits, causes of action, debts, costs, or demands, whether certain or contingent, present or future, ascertained or sounding only in damages, the circumstances giving rise to which occurred on or before the Relevant Date. Moratorium 3.5 This Deed binds: in accordance with section 444D of the Corporations Act, all Creditors who have a Claim; and in accordance with section 4440 of the Corporations Act, the Company, its Officers and Members and the Deed Administrators. 3.6 Subject to section 444D of the Corporations Act, whilst this Deed remains in force, this Deed may be pleaded by the Company as against any Creditor as a bar to any Claims that are admissible under this Deed and Creditors must not, in relation to their respective Claims against the Company: begin, support or continue with any action seeking an order that the Company be wound up; 37768v3'AUSj.PL & Deed of company Arrangement

10 begin, take any further steps in, or continue with, any legal proceedings, arbitration or other procedure of any kind in relation to their respective Claims; or begin or continue with a proceeding or action of any kind against the Company in relation to any of its Property, or begin or proceed with any Enforcement Process in relation to property used or occupied by, or in the possession of, the Company except with the leave of the Court and in accordance with such terms (if any) as the Court imposes. Set off 3.7 Creditors may only exercise against the Company those rights of setoff or cross action to which the Creditor would have been entitled under section 553C of the Corporations Act had the Company been begun to be wound up in accordance with the Corporations Act on the Relevant Date. Superannuation contribution debts 3.8 Notwithstanding anything to the contrary in this Deed: If the whole of a Claim by way of a Superannuation Contribution: (i) is a Claim by way of Superannuation Guarantee Charge that: (A) (B) has been paid; or otherwise is, or would be, an Admitted Claim; and (ii) (iii) the Deed Administrators are satisfied that the Superannuation Guarantee Charge is attributable to the whole of the Claim, then the Deed Administrators must determine that the whole of such Claim is not an Admitted Claim. If the Deed Administrators determine under clause 3.8 that the whole of a Claim is not an Admitted Claim, the whole of the Claim is nonetheless extinguished under clause 3.2 upon termination of this Deed. If a particular part of a Claim by way of a Superannuation Contribution: (i) is a Claim by way of Superannuation Guarantee Charge that: (A) (B) has been paid; or otherwise is, or would be, an Admitted Claim; and (ii) the Deed Administrators are satisfied that the Superannuation Guarantee Charge is attributable to that part of the Claim, (d) (e) (Hi) then the Deed Administrators must determine that that part of the Claim is not an Admitted Claim. If the Deed Administrators determine, under clause 3.8, that a part of a Claim is not an Admitted Claim, that part of the Claim is nonetheless extinguished under clause 3.2 upon termination of this Deed. To the extent of any inconsistency between this clause 3.8 and any other provision of this Deed, this clause 3.8 shall prevail v3\aus_lpl 9 Deed of Company Arrangement

11 Effect of Deed on owners and lessors of Property Nothing in this Deed affects in any way the rights that an owner or lessor of Property has in relation to that Property Effect of Deed on Secured Creditor Nothing in this Deed: affects in any way the liabilities of the Company to a Secured Creditor or the contractual relations between them in respect of the Security; or prevents or precludes a Secured Creditor from taking action for the purpose of realising or otherwise dealing with its Security, including action for this purpose of the types referred to in clauses 3.6 and 3.6, except as expressly provided for in this Deed, and only ifthat Secured Creditor voted in favour of the Resolution. 6. Effect of Deed on Members Any Member of the Company, and any Creditor holding an encumbrance over any shares in the Company, must not: (i) (ii) exercise shareholder rights over any shares in the Company in a way which is contrary to the objects of this Deed; or exercise any right or enforce any obligation: (A) (B) (C) contained in the Shareholders Agreement between CRCG and Rimfire Constructions Pty Ltd (Rimfire) dated 22 June 2016 (as amended); arising out of any other agreement between CRCG and Rimfire; or arising in any other manner between CRCG and Rimfire, which is inconsistent with or otherwise contrary to the terms of this Deed, the Subscription Agreement, the Loan Agreement or the Security Deed. The Members of the Company: (i) (ii) (iii) appoint the Deed Administrators as theirjoint and several special proxies and/or agents; and confer on the Deed Administrators jointly or severally the power to exercise such voting powers as the Members hold; and otherwise authorise the Deed Administrators, for the purposes of: (iv) passing resolutions to make the amendments to the Constitution substantially in the terms set out in Schedule D to this Deed at a meeting which the Members authorise by operation of this Deed be held on 7 days notice; and v3us_lpl 10 Deed of Company Arrangement

12 (v) passing all such resolutions considered by the Deed Administrators as necessary or expedient to facilitate the holding of a meeting of Members for the purposes of considering motions to pass those resolutions, including authorising short notice of such a meeting. Within 3 Business Days of all parties executing this Deed one of the Deed Administrators will convene a meeting of Members for the purposes of exercising the rights conferred on him under this clause Deed Fund Completion and Establishing the Deed Fund 7.1 The Deed Fund shall comprise of the amount to be paid by CRCG pursuant to clause On the Completion Date CRCG must pay the Deed Administrators AUDSS million consisting of: A1JDS7,960,000 payable under the terms of the Loan Agreement; and AUDS40,000 payable under the terms of the Subscription Agreement. 7.3 The Deed Fund shall not include any other Property of the Company. 7.4 On the Completion Date, and in exchange for the payment under clause 7.2, CRCG must subscribe for, and the Company must issue, the shares in the Company as provided for under clauses 2 and 3 of the Subscription Agreement. 7.5 Implementation of the steps provided for under clauses 7.2 and 7.4 of this Deed are independent and must take place, as nearly as possible simultaneously. Distributing the Deed Fund 7.6 Subject to clause 7.7, the Deed Administrators must distribute to Admitted Creditors in the following order of priority, with each class to be paid in full before any subsequent class is paid, or part passu to the extent there are insufficient funds to pay that class in full, except as otherwise provided: (d) (e) First Second Third Fourth Fifth To the Administrators in payment of each Administration Liability and Administrators' Remuneration to the extent that it has not been paid at the date of this Deed. To the Deed Administrators in payment of each Deed Administration Liability and Deed Administrators' Remuneration In payment of all Employee Entitlements. In payment of Admitted Creditor Claims (excluding Employee Entitlements). Only when paragraphs to (d) inclusive have been filly satisfied in accordance with those paragraphs, the balance to the Company 7.7 The Deed Administrators must apply the Deed Fund in the order of priority specified in sections 556, 560 and 561 of the Corporations Act v3us_lpl 1 Deed of company Arrangement

13 7.8 The Deed Administrators will distribute the Deed Fund in a timely manner at such times and in such amounts as it is appropriate and feasible to do so. 7.9 The Deed Administrators may make interim distributions The Deed Administrators may make a distribution under one of the categories in clause 7.6 even though a prior category has not been paid in full, if the Deed Administrators have held back an amount which they consider is reasonably likely to be needed to pay any prior category in full Notwithstanding any other provision of this Deed, the Deed Administrators may withhold some or all of the Deed Fund from distribution if they have made a claim under the Indemnity, or reasonably apprehend that they will need to make such a claim On the making of a distribution of payment in full to any Secured Creditor, the Deed Administrators will request the Secured Creditor discharge any registration it has on the Personal Property Securities Register. 8. Making of Claims 8.1 Subdivisions A, B, C and B of Division 6 of Part 5.6 of the Corporations Act (other than sections 553(IA) and 554F) and Corporations Regulations to 5,6.57 will apply to all Claims against the Company made under this Deed as if references to the "liquidator" were references to the Deed Administrators, references to "winding up' and "wound up" were references to administration pursuant to this Deed, and references to the "relevant date" were to the Relevant Date. 9. Abandonment by Creditors who do not prove 9.1 A Creditor is deemed to have abandoned that Creditor's Claim if, prior to the declaration of a final dividend to Creditors, the Creditor: fails to submit a formal proof of debt or claim in respect of the Creditor's Claim; or having submitted a formal proof of debt or claim in respect of the Creditor's Claim which is rejected, fails to appeal to the Court against the rejection. 10. Contracts of Insurance Payment of insured Claims 10.1 Where the Company is insured against a Claim under a contract of insurance entered into before the Relevant Date, and if the Company has received from the insurer an amount in respect of that Claim, the Deed Administrators must, after deducting expenses or incidentals to getting in that amount, pay the amount to the Creditor in respect of that Claim to the extent necessary to discharge that Claim, or any part of that Claim remaining undischarged, in priority to the payment of any distributions under clause Any part of a Claim paid under clause 10.1 is an Admitted Claim and notwithstanding clause 7.7, that payment constitutes that Creditor's entire entitlement to be paid in respect of that Admitted Claim for the purposes of this Deed v3tauslpl 12 need of Company Arrangement

14 10.3 If the liability of the insurer to the Company is less than the Creditor's Claim, clause 10.1 does not limit the rights of the Creditor under this Arrangement in respect of the balance of the Claim. Actions brought by Creditors for insured Claims 10.4 If insurance held by or on behalf of the Company or available under legislation would, but for this arrangement, be accessible to a Creditor in relation to that Creditor's Claim: the Creditor may, in relation to its Claim, take action of the type referred to in clause 3.5 but such action must not exceed what is necessary to obtain payment from the insurer; (d) (e) (fl to the extent that the Creditor is able, by settlement, arbitral award orjudgment, to obtain payment from the insurer on account of the Claim, the Creditor may do so; to the extent that the Creditor is unable to seek or obtain payment on account of its Claim from the insurer (including, without limitation, by reason of any excess or deductible applicable to the insurance policy, or failure by the Company to take any action), the Creditor will, in relation to that part of its Claim, be subject to all the provisions of this Deed, in relation to the part of its Claim that has not been met by the insurer, and having that part of its Claim subject to the release, extinguishment and bar provided for in clause 3.2, and the moratorium provided for in clause 3.5; if any Claim pursued in accordance with this clause is not resolved at the time this Deed is otherwise ready for termination in accordance with clause 14. 1, this Deed may, nevertheless be terminated, and the Creditors rights in respect of its Claim will upon termination be limited to the amount the Creditor is able to obtain from the insurer on account of the Claim, and the balance of the Claim will upon termination of this Deed he released in fill and extinguished; the Company is not required to provide assistance to a Creditor taking action in accordance with this clause or take any action in response to enforcement action taken by a Creditor in accordance with this clause; and where a Creditor intends to take enforcement action in relation to a Claim under this clause: (i) (ii) (iii) the Creditor must, prior to taking any enforcement action in relation to the Claim, provide the Company with the Creditor Indemnity; prior to, or during any enforcement action in relation to the Claim, if requested by the Company, provide the Company with evidence, to the reasonable satisfaction of the Company, that the Creditor will be (and will continue to be) in a financial position, or have access to sufficient funds to enable it to satisfy the Creditor Indemnity; and the Company may plead this Deed as a bar to any enforcement action taken by a Creditor in relation to the Claim in circumstances where the Creditor has not prior to commencing that enforcement action, given the Creditor Indemnity to the Company v3wjs_lpl 13 Deed of Company Arrangement

15 11. Deed Administrators Identity of administrators 11.1 The administrators of this Deed are the Deed Administrators, who hereby consent to and accept their appointment. Role of administrators 11.2 The Deed Administrators will: subject to clause 11.7, have control of the Company's business, property and affairs during the period when this Deed is in place; administer the arrangement in accordance with the terms of this Deed and will exercise their powers and perform their functions and duties as agents for and on behalf of the Company; and not be personally liable (other than under section 443A of the Corporations Act) for any debt, liability or other obligation which they incur on behalf of the Company other than by reason of any fraud, wilful default or gross negligence by the Deed Administrators. Powers of deed administrators 11.3 For the purpose only of administering this Deed, the Deed Administrators have all of the powers set out in: the Corporations Act, the Insolvency Practice Schedule, and the Insolvency Practice Rules in respect of deed administrators; Regulation 5.3A.06 and paragraph 2 of the Prescribed Provisions; Sections 437A and 442A of the Act as if the references to "administrator' in these sections were references to an administrator of this Deed and references to 'administration' in these sections were references to the administration under this Deed (d) and may exercise any of those powers that they consider, at their discretion, are necessary or convenient to administer this arrangement in accordance with its terms The Deed Administrators may, in their discretion, agree to an extension of any time in which a thing must be done or a payment made pursuant to this Deed by up to 30 days. Appointment is joint and several 11.5 Any obligations or liabilities of the Deed Administrators under this Deed bind each of them severally and all of them jointly. Each party comprising the Deed Administrators may separately exercise the rights and powers conferred on the Deed Administrators under this Deed. Role of Directors 11.6 Subject to clause 1.7, upon execution of this Deed: the stewardship, control and management of the Company's business and affairs shall remain with the Deed Administrators to the exclusion of the Directors; and all powers of the Directors will remain suspended v3us_lpl 14 Deed of Company Arrangement

16 11.7 Notwithstanding clauses 11.6 and 11.12, the Directors may exercise in the name of the Company all powers which are conferred on them by the Constitution (subject first to the amendments in Schedule being made), but for the operation of this Deed, for the following purposes: executing the Subscription Agreement and undertaking all steps contemplated under the Subscription Agreement; pursuing the recovery of any Claim of the Company against another party to the extent that that Claim exceeds an Admitted Claim (if any) of that party; such other powers or functions as the Deed Administrators authorise them in writing to exercise On termination of this Deed under clause 14, the stewardship, control and management of the Company's business and affairs shall return to the Directors CRCG may by notice in writing require the Deed Administrators to appoint or remove a Director of the Company, in which case the Deed Administrators must do so no later than 3 Business Days after receipt of that notice. Inter relationship between Deed Administrators and Officers The Company's Officers must provide such assistance to the Deed Administrators during the term of this Deed in the exercise and performance of the Deed Administrators' functions and powers as may reasonably be requested to achieve the objectives of the arrangement set out in this Deed The Company shall provide the Deed Administrators with reasonable access to the Books throughout the term of this Deed and for a reasonable period after its termination, and shall permit the Deed Administrators to make and keep copies of such Books as they see fit To the extent to which their respective functions and powers would otherwise overlap, the functions and powers of the Deed Administrators operate to the exclusion of the functions and powers of the Directors, unless the Deed Administrators consent to the Directors performing the affected functions and duties. 12. Deed Administrators' Remuneration, Indemnity and Lien Remuneration 12.1 Subject always to Division 60 of the Insolvency Practice Schedule, the Deed Administrators will be remunerated out of the Deed Fund for their work as deed administrators on a time cost basis in respect of work done by them, their partners and employees at the rates customarily charged from time to time for insolvency work by the Deed Administrators' firm, Grant Thornton. Indemnity 12.2 Subject to clause 12. 1, in addition to any rights they have under the Corporations Act, the Deed Administrators are indemnified out of the Deed Fund for: the Administrators' Remuneration and Administration Liabilities; the Deed Administrators' Remuneration and Deed Administration Liabilities; and v3\aus_lpl 15 Deed of Company Arrangement

17 any Claim (whether or not the circumstances giving rise to that Claim occurred before or after the Relevant Date) arising from or in connection with: (i) their appointment as voluntary administrators or deed administrators of the Company; (ii) (iii) the voluntary administration of the Company; or this Deed. Continuing indemnity 12.3 The Indemnity will shall continue after this Deed is terminated, and even if the Deed Administrators are removed as administrators of this Deed, to the extent of the Deed Fund. Limits to the Indemnity 12.4 The Indemnity shall not apply to any Claim arising out of any fraud, wilfil default or gross negligence by the Deed Administrators. Lien 12.5 The Deed Administrators' lien under section 443F of the Corporations Act is limited to the Deed Fund. 13. Meetings of Creditors When meeting convened 13.1 Without limiting the Deed Administrators powers or obligations to convene a meeting under the Corporations Act, the Deed Administrators may convene a meeting of Creditors in order for Creditors to decide the Company's future, including as to whether to terminate this Deed and place the Company into liquidation, at their discretion, including if they consider that it is no longer practicable or desirable to implement this Deed. How meeting convened 13.2 A meeting convened under this clause 13 will be convened in the manner prescribed by Division 75 of the Insolvency Practice Schedule. Meeting procedures 13.3 Except to the extent that the Corporations Regulations may be inconsistent with the provisions of this Deed, Division 75 of the Insolvency Practice Schedule applies to meetings of Creditors convened under this Deed, with such modifications as are necessary as if the references to the liquidator, the liquidator or provisional liquidator, the liquidator, provisional liquidator or chairman or a liquidator, provisional liquidator or trustee for debenture holders, as the case may be, were references to the Deed Administrators. 14. Termination of Deed Termination where purpose of Deed achieved 14.1 If: the Deed Fund has been constituted and distributed in accordance with the terms of this Deed; and v3us_lpl 16 Deed of Company Arrangement

18 this Deed has not otherwise been terminated prematurely, "We, Michael Gerard McCann and Said Jahaniof ci Grant Thornton, Level 18, King George Square Central, Ann Street, Brisbane, Qld as administrators of the deed of company arrangement pertaining to C'RCG Rimflre Pty Ltd executed on [TO BE INSERTED], certify that this deed has been wholly effectuated." When termination takes effect 14.2 Execution of the notice under clause 14.1 terminates this Deed and control of the Company's business and affairs returns completely to the Directors, to the extent it has not already. Termination in circumstances other than where purpose of Deed achieved 14.3 If the arrangement set out in this Deed is terminated other than in accordance with clause 14.1 (for example, by the Court or at a meeting convened in accordance with clause 13), then the release and extinguishment of Claims provided for in clause 3.2 does not operate If the arrangement set out in this Deed is terminated by the Administrators in accordance with clause 14.3 then the Company will be deemed to have passed a special resolution under section 491 of the Corporations Act that the Company be wound up voluntarily and the Administrators will thereafter act as the liquidators of the Company. Survival the Deed Administrators must certify to that effect in writing and must promptly lodge with the Australian Securities and Investments Commission a notice of termination of this Deed in the following form: 14.5 Despite any other provision in this Deed, clauses 3, 4, 5, 6, 10, 12 and 14 survive termination of this Deed. 15. Notices Requirements 15.1 All notices must be: in legible writing and in English; addressed to the recipient at the address or facsimile number set out below or to any other address or facsimile number that a party may notify to the others: to the Company: Address: Attention: c/ Grant Thornton, Level 18, King George Square Central, Ann Street, Brisbane, QId, 4000 Mr Mike McCann in ichael.mccannau.gt. coin to the Deed Administrators: Address: c/ Grant Thornton, Level 18, King George Square Central, Ann Street, Brisbane, Qld, v3\aus_lpl 17 Deed of Company Arrangement

19 Attention: Mr Michael McCann michael.mccannau.gt.com to the China Railway Construction Group Co Limited: Address: Attention: Level 6, No, 20 Shijingshan Road, Shijingshan District, Beijing, China General Manager, International Branch (d) signed by the party or, where the sender is a company, by an Authorised Officer or under the common seal of the sender or in any other way permitted under the Corporations Act; and sent to the recipient by hand, prepaid post (airmail if to or from a place outside Australia); and Receipt 15.2 Without limiting any other means by which a party may be able to prove that a notice has been received by the another party, a notice will be considered to have been received: if sent by hand, when left at the address of the recipient; if sent by prepaid post, three days (if posted within Australia to an address in Australia) or ten days (if posted from one country to another) after the date of posting; or if sent by to the nominated address, when the (including any attachment) has been sent to the addressee's address (unless the sender receives a delivery failure notification including that the has not been addressed to the addressee), but if a notice is served by hand, or is received by , on a day that is not a Business Day, or after 5:00 pm (recipient's local time) on a Business Day, the notice will be considered to have been received by the recipient at 9.00 am (recipient's local time) on the next Business Day. 16, Prescribed Provisions 16.1 Except to the extent that they have been expressly incorporated into this Deed, the Prescribed Provisions are excluded To the extent that any of the Prescribed Provisions are inconsistent with the terms of this Deed, the terms of this Deed prevail to the extent of the inconsistency. 17. General provisions Section 444A(4)(1) day 17.1 For the purposes of section 444A(4)(i) of the Corporations Act, the "relevant day' is 16 November 2017, v3'aus,lpl 18 Deed of Company Arrangement

20 Enforcement of Deed 17.2 The Creditors and the Company irrevocably appoint the Deed Administrators as their attorneys for the purpose of enforcing the terms of this Deed and, if necessary for that purpose, to commence and pursue Court proceedings until termination of this Deed. Entire agreement 17.3 This Deed and any other documents referred to in this Deed or executed in connection with this Deed is the entire agreement of the parties about the subject matter of this Deed and supersedes all other representations, negotiations, arrangements, understandings or agreements and all other communications. No party has entered into this Deed relying on any representations made by or on behalf of the other, other than those expressly made in this Deed. Moratorium legislation 17.4 To the extent permitted by law, a provision of a law is excluded if it does or may, directly or indirectly; lessen or vary in any other way a party's obligations under this Deed; or Execution by attorneys delay, curtail or prevent or adversely affect in any other way the exercise by a party of any of its rights, remedies or powers under this Deed Each attorney executing this Deed states that the attorney has no notice of revocation or suspension of the power of attorney under which the attorney executes this Deed. Invalid or unenforceable provisions 17.6 If a provision of this Deed is invalid or unenforceable in a jurisdiction: it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and that fact does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions. Waiver and exercise of rights 17.7 A provision of or a right under this Deed may not be waived or varied except in writing signed by the person to be bound. Amendment 17.8 This Deed may be amended only by a document signed by all parties. Counterparts 17.9 This Deed may be signed in counterparts and all counterparts taken together constitute one document The parties may exchange counterparts of this Deed by facsimile, on the basis that the party or parties so exchanging will be taken to have undertaken to exchange the original executed counterpart as soon as practicable v1aus_lpl 19 Deed of Company Arrangement

21 Rights cumulative The rights, remedies and powers of the parties under this Deed are cumulative and do not exclude any other rights, remedies or powers. Consents and approvals A party may give its approval or consent conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless this Deed expressly provides otherwise. Inconsistency If there is any conflict or inconsistency between the terms of this Deed and any other document, the terms of Deed will prevail to the extent of the conflict or inconsistency. Successors and assigns This Deed is binding on, and has effect for the benefit of, the parties and their respective successors and permitted assigns. Governing law This Deed is governed by the laws of Queensland. Jurisdiction Each party irrevocably and unconditionally: submits to the non exclusive jurisdiction of the courts of Queensland; and waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum. Service of process Each party agrees that a document required to be served in proceedings about this Deed may be served: by being delivered to or left at its address for service of notices under clause 15; or in any oilier way pennitted by law v3aus..lpl 20 Deed at Company Arrangement

22 Execution The Company (by its administrators) Signed sealed and delivered by CRCG Rimfire Pty Ltd (Administrators Appointed)(ACN ) by its joint and several administrator in the presence of: Signature of witness Signature of deed(dministrator ocinn(',nli')cl L Name of witness (please print) I &erçr c fflc C. tnci Name of deed administrator (please print) The Deed Administrators Signed sealed and delivered by Michael Gerard McCann in the presence of: Signature of witness / Signature of Michael dehird McCann I_c e Name of witness (please print) + Signed sealed and delivered by Said Jahani in the presence of: Signature of witness Signature of Said Jahani Name of witness (please print) v3us_lpl 21 Deed of company Arrangement

23 Execution The Company (by its administrators) Signed sealed and delivered by CRCG Rimflre Pty Ltd (Administrators Appointed)(ACN ) by its joint and several administrator in the presence of Signature of witness Signature of deed administrator Name of witness (please print) Name of deed administrator (please print) The Deed Administrators Signed sealed and delivered by Michael Gerard McCann in the presence of. Signature of witness Signature of Michael Gerard McCann Name of witness (please print) Signed sealed and delivered by Said Jahani in the presence of: Name of witness (please print) v3auslpl 21 Deed of Company Arrangement

24 ijfljjfjjjj!jfjjjjflffjjjufjj BK HW QO18 Executed for andp( China Railwayèi Co Limited: [10A k H I Name ot A ulhorised Represeivat I V t (please prhit) 37768'4USLPL 22 (ieee of Coupr.iy AinyernI.n

25 SCHEDULE A LOAN AGREEMENT v3uslpl 23 Deed of Company Arrangement

26 Loan Agreement CRCG Rimfire Pty Ltd (Subject to Deed of Company Arrangement) China Railway Construction Group Co Limited v7\bridms

27 Date Parties China Railway Construction Group Co Limited of CRCG Plaza, Level 6, No 20 Shijingshan Rd, Shijingshan District, Beijing, China (Lender) Recitals A B CRCG Rimfire Pty Ltd (Subject to Deed of Company Arrangement) (ACN ) cl Grant Thornton, Level 18, King George Square Central, Ann Street, Brisbane, QId, 4000 (Borrower) The Lender has agreed to enter into DOCA, the General Security Deed and Subscription Agreement. The Lender has agreed to advance finds to the Borrower on the terms as set out in this Agreement. Operative provisions Definitions Definitions 1.1 In this Agreement: Business Day means a day that is not a Saturday, Sunday or a public holiday or bank holiday in Brisbane, Australia or Beijing, PR China. Completion Date has the same meaning as that term in the DOCA Deed Administrators means Michael Gerard McCann and Said Jahani in their capacities as joint and several deed administrators of the Lender. DOCA means a deed of company arrangement entered into between the Borrower, the Lender and the Administrators Michael Gerard McCann and Said Jahani on 7 March Drawdown Date means the dale the Loan is advanced to the Borrower Event of Default means any of the events as described in clause 6. General Security Deed means a general security deed entered into between the Borrower and the Lender on or about the date of this Agreement. Loan means the amount of A$7,960,000 and any amount from time to time constituting a loan pursuant to clause 2.2 of the Subscription Agreement. Repayment Date has the meaning in clause 4. Subscription Agreement means a subscription agreement entered into between the Borrower and the Lender on or about the date of this Agreement v7\bridm$ I Loan Agreement

28 2 Loan 2,1 The Lender has agreed to make available to the Borrower a loan in the principal amount of Loan on the terms set out below. 2.2 On the Completion Date, as referred to in clause 7.2 of the DOCA, the Lender must advance the Loan to the Borrower. 2.3 The Borrower on demand must immediately provide alternate security of equal or greater value or re execute such other security documentation as are necessary to provide the same level of security as proposed under the General Security Deed. 2.4 If the DOCA is terminated pursuant to clauses 2.6 or 14.3 of the DOCA then this Agreement will terminate. Interest 3.1 The Borrower must pay interest on the outstanding balance of the Loan for the period from and including the Drawdown Date up to but excluding the Repayment Date: 3.2 The rate of interest for the Loan is 2% per annum. 33 Interest on the Loan will accrue from day to day, be calculated on the basis of the actual number of days elapsed and a 365 day year (including the first day of the period during which it accrues but excluding the last). 4 Repayment Date 4.1 The Borrower must repay the Loan along with all interest and other amounts accrued in connection with the Loan in full to the Lender on the date which is 24 months after the Drawdown Date, or such other date as agreed in writing by the Lender and the Borrower. 4.2 The Lender may at anytime upon written notice to the Borrower convert all or part of the Loan into ordinary shares in the Borrower. The conversion rate will be the same ratio as is equal to the number of Placement Shares being issued for the Placement Consideration, as both terms are defined in the Subscription Agreement. 5 Acknowledgement 5.1 The Lender acknowledges that the Loan is a secured debt obligation of the Borrower in accordance with the terms of the General Security Deed. 6 Limitation of Liability 6.1 The Lender acknowledges and agrees that the Deed Administrators have caused the Borrower to enter into this Agreement in their capacity as deed administrators of the DOCA and therefore as agents of the Borrower, and the Deed Administrators are not personally entering into, adopting or assuming any personal liability in relation to this Deed. 6.2 If the Deed Administrators have any personal liability in relation to this Agreement, then: v7\brioms 2 Loan Agreement