EZION HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: 199904364E)

to acquire all the issued and paid-up ordinary shares in the capital of

YHM GROUP LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: 199706776D)

other than those already owned, controlled or agreed to be acquired by

Ezion Holdings Limited and parties acting in concert with it

1. INTRODUCTION

1.1. Transaction. Ezion Holdings Limited (the "Offeror", and together with its subsidiaries, the

"Offeror Group") wishes to announce that it has on 25 October 2012 entered:

a) a subscription agreement (the "Subscription Agreement") with, amongst others, YHM Group Limited (the "Company"), pursuant to which the Offeror shall subscribe for an aggregate of 3,200,000,000 new ordinary shares in the capital of the Company (the "Subscription Shares", and such subscription, the "Subscription"); and

b) an option agreement (the "Option Agreement") with the Company pursuant to which the Offeror shall be granted 3,960,000,000 share options (the "Options", and each, an "Option"), with each Option carrying the right to subscribe for one new ordinary share in the capital of the Company (such grant of Options, the "Option Grant").

Completion of the Subscription (the "Completion") is subject to the satisfaction of the conditions precedent (the "Conditions Precedent") set out in Section 2 of this Announcement.

On Completion, the Subscription Shares to be allotted and issued to the Offeror represents approximately 44.1% of the total issued shares of the Company on a fully diluted basis.1

1

After taking into account: (i) the subscription by Sunshine Capital Group Pte. Ltd. of 555,556,000 new ordinary

shares in the capital of the Company; (ii) the issuance of 166,666,667 new ordinary shares in the capital of the Company to Stone Forest Corporate Advisory Pte Ltd; and (iii) the conversion of an outstanding amount of S$440,000 due to Rising Flame International Limited in respect of a convertible loan into 440,000,000 new ordinary shares in the capital of the Company, pursuant to the Subscription Agreement.

1.2. Pre-Conditional Offer. In accordance with Rule 14 of the Singapore Code on Take-overs and Mergers (the "Code"), the Offeror is required, on Completion, to make a mandatory cash offer (the "Offer") for all the issued and paid-up ordinary shares in the capital of the Company (the "Shares") other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it, in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and the Code.

THE OFFER WILL NOT BE MADE UNLESS AND UNTIL THE CONDITIONS PRECEDENT ARE SATISFIED AND/OR WAIVED AND COMPLETION OCCURS IN ACCORDANCE WITH THE TERMS OF THE SUBSCRIPTION AGREEMENT. ACCORDINGLY, ALL REFERENCES TO THE OFFER IN THIS ANNOUNCEMENT REFER TO THE PRE-CONDITIONAL MANDATORY GENERAL CASH OFFER WHICH WILL ONLY BE MADE IF AND WHEN THE CONDITIONS PRECEDENT ARE SATISFIED AND/OR WAIVED AND COMPLETION OCCURS IN ACCORDANCE WITH THE TERMS OF THE SUBSCRIPTION AGREEMENT.

SHAREHOLDERS OF THE COMPANY SHOULD EXERCISE CAUTION AND SEEK APPROPRIATE INDEPENDENT ADVICE WHEN DEALING IN THE SHARES.

1.3. Rationale for the Offer. In accordance with the Code, the Offeror will be required on Completion to make the Offer for all the Shares other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it.

2. PRE-CONDITIONAL OFFER

2.1. Conditions Precedent. It is a pre-condition to the making of the Offer that the Subscription is completed on the terms of the Subscription Agreement and upon the approval of the shareholders of the Company being obtained for the Subscription at a general meeting of the Company.

3. DETAILS OF THE OFFER

3.1. Terms of the Offer. In accordance with Section 139 of the Securities and Futures Act, Chapter

280 of Singapore and Rule 14 of the Code, and subject to the satisfaction of the Conditions Precedent and the occurrence of Completion, the Offeror will on Completion make the Offer for all the Shares other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it (the "Offer Shares") on the following basis:

For each Offer Share: S$0.0018 in cash (the "Offer Price"). The Offeror does not intend to revise the Offer Price.

The Offer Shares will be acquired (a) fully paid, (b) free from any mortgage, debenture, lien, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or similar right, right of first refusal and any other encumbrance or condition whatsoever, and (c) with all such rights, benefits, entitlements attached thereto as at the date of this Announcement and hereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by the Company on

or after the date of this Announcement. If any dividend, distribution or return of capital is announced, declared, paid or made on or after the date of this Announcement, the Offeror reserves the right to reduce the Offer Price by the amount of such dividend, distribution or return of capital.

3.2. Offer Announcement. If and when the Conditions Precedents are satisfied and Completion occurs, the Offeror will immediately announce the Offer (the "Offer Announcement"). The offer document setting out the terms of the Offer and enclosing the appropriate forms of acceptance of the Offer (the "Offer Document") will thereafter be despatched to the holders of the Offer Shares not earlier than 14 days but not later than 21 days after the date of the Offer Announcement.

If the Conditions Precedent are not satisfied and Completion does not occur, the Offer will not be made and the Offeror will issue an announcement confirming that fact as soon as reasonably practicable.

The Offeror does not intend to extend the Offer beyond the closing date of the Offer, which shall be stated in the Offer Document.

4. FINANCIAL EVALUATION OF THE OFFER

4.1. Evaluation of the Offer Price. The Offer Price represents a discount over the recent market prices of the Shares. Specifically, the Offer Price represents the following discount:

(i) Last transacted price as quoted on the SGX-ST on 23 October 2012, being the latest date on which the Shares were traded prior to the date of this Announcement

Benchmark Price(1) Discount of Offer

Price to the benchmark Price

S$0.01 82.0%

(ii) VWAP for the one-week period up to

23 October 2012

S$0.0074 75.7%

(iii) VWAP for the one-month period up to

23 October 2012

(iv) VWAP for the three-month period up to

23 October 2012

(v) VWAP for the six-month period up to

23 October 2012

(vi) VWAP for the twelve-month period up to 23 October 2012

S$0.0073 75.3%

S$0.0070 74.3% S$0.0061 70.5% S$0.0050 64.0%

Note:

(1) The figures set out in this paragraph 4.1 are based on data extracted from Bloomberg.

4.2. Further Financial Information. Further information on the financial aspects of the Offer will be set out in the Offer Announcement to be released on Completion (if and when it occurs) and the Offer Document to be despatched to the shareholders in due course thereafter.

5. INFORMATION ON THE OFFEROR

5.1. Corporate Information. The Offeror is a public company limited by shares incorporated in Singapore on 28 July 1999, and is listed on the Main Board of the Singapore Exchange Securities Trading Limited (the "SGX-ST").

As at the date of this Announcement, the directors of the Offeror are: (i) Mr Lee Kian Soo, (ii) Mr Chew Thiam Keng, (iii) Captain Larry Glenn Johnson, (iv) Dr Wang Kai Yuen, (v) Mr Lim Thean Ee, and (vi) Mr Tan Woon Hum.

5.2. Principal Activities. The Offeror Group has 2 main business divisions that specialises in the development, ownership and chartering of strategic offshore assets and the provision of offshore marine logistics and support services to the offshore oil and gas industries.

The Offeror Group is the owner of one of the largest and most sophisticated class of Multi- Purpose Self-Propelled Jack-up Rigs ("Liftboats") in the world and one of the first to promote the usage of Liftboats in Asia and Middle East. Liftboats are used mainly for well-servicing, commissioning, maintenance and decommissioning of offshore platforms. The Offeror Group is also the owner of a fleet of vessels, consisting of tugs, ballastable barges, offshore support vessel and self-propelled barge that are used in the provision of offshore marine logistics and support services to the offshore oil and gas industries. The Offeror Group’s fleet of ballastable barges, one of the largest in the region, has been specially reinforced and modified to carry the prefabricated modules in the construction of LNG extraction facilities and jackets for the offshore oil and gas industries. The Offeror Group also co-owns a Multi- Purpose Vessel to provide logistics support of equipment from America to Australia and Papua New Guinea.

The Offeror Group’s operating companies also offers a range of services to include marine consulting related to the development and construction and marine logistic solutions for marine offshore facilities.

6. INFORMATION ON THE COMPANY

6.1. Corporate Information. The Company is a public company limited by shares incorporated in

Singapore on 27 September 1997, and is listed on the Catalist Board of the SGX-ST.

6.2. Principal Activities. The Company is an investment holding company. The main operating subsidiary of the Company is engaged in the scaffolding business catering to the construction and marine industries.

7. DISCLOSURES

7.1. No Holdings or Dealings. As at the date of this Announcement, save for the Subscription Agreement and the Option Agreement, none of the Offeror and its directors; (a) own, control or has agreed to acquire any Shares, securities which carry voting rights in the Company, securities which are convertible into Shares, or rights to subscribe for, or options in respect of, such Shares or securities in the Company (collectively, the "Securities"), (b) has dealt for value in any Securities during the six-month period immediately preceding the date of this Announcement, or (c) has received any irrevocable undertaking from any party to accept or reject the Offer.

7.2. Confidentiality. In the interests of confidentiality, the Offeror has not made enquiries in respect of certain other persons who are or may be presumed to be acting in concert with the Offeror in connection with the Offer. Further enquiries will be made of such persons and the relevant disclosures (if any) will be made in due course subsequently and in the Offer Document.

8. LISTING STATUS

8.1. No Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore (the "Companies Act"), if the Offeror receives valid acceptances pursuant to the Offer in respect of not less 90% of the total number of Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer, and excluding treasury shares), the Offeror will be entitled to exercise the right to compulsorily acquire, at the Offer Price, all the Shares from the Shareholders who have not accepted the Offer, and proceed to delist the Company from the SGX-ST.

However, it is the current intention of the Offeror to maintain the listing status of the Company on the SGX-ST. As such, the Offeror does not intend to exercise the right of compulsory acquisition which it may have under Section 215(1) of the Companies Act.

8.2. Free Float Requirement. Under Rule 1104 of the Listing Manual Section B: Rules of Catalist of the SGX-ST (the "Listing Manual"), upon the announcement by the Offeror that valid acceptances have been received pursuant to the Offer that bring the Shares owned by the Offeror and the parties acting in concert with it to above 90% of the total number of Shares (excluding treasury shares), the SGX-ST may suspend the listing of the Shares until it is satisfied that at least 10% of the total number of Shares (excluding treasury shares) are held by at least 200 shareholders who are members of the public. Rule 1303(1) of the Listing Manual also states that if the Offeror garners acceptances exceeding 90% of the total number of Shares (excluding treasury shares), thus causing the percentage of Shares held in public hands to fall below 10%, the SGX-ST may suspend the trading of the Shares at the close of the Offer.

In addition, under Rule 724 of the Listing Manual, if the percentage of Shares held in public hands falls below 10%, the Company must, as soon as practicable, notify its sponsor and announce that fact, and the SGX-ST may suspend trading of all the Shares. Rule 725 of the Listing Manual further provides that the SGX-ST may allow the Company a period of 3 months, or such longer period as the SGX-ST may agree, to raise the percentage of Shares in public hands to at least 10%, failing which the Company may be delisted from the SGX-ST.

As it is the current intention of the Offeror to maintain the listing status of the Company on the SGX-ST, the Offeror reserves the right to take appropriate actions to procure that at least

10% of the total number of Shares are held by the public in accordance with the rules of the Listing Manual. The Offeror may engage a licensed intermediary to place out some or all of the Offer Shares acquired pursuant to the Offer following the close of the Offer. Further details on any such arrangements will be announced in due course as and when is appropriate.

9. OVERSEAS JURISDICTIONS

This Announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or purchase any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law. The Offer, if made, will be made solely by the Offer Document and the forms of acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and persons in such jurisdictions in which this Announcement is released, published or distributed should inform themselves about and observe such restrictions.

Copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where the making of or the acceptance of the Offer would violate the law of that jurisdiction ("Restricted Jurisdiction"), and the Offer will not be made to, nor will the Offer be capable of acceptance by, any person within any Restricted Jurisdiction if the offer to and/or acceptance by such person will violate the laws of the Restricted Jurisdiction. Persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

The Offer (unless otherwise determined by the Offeror and permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities.

The ability of Shareholders who are not resident in Singapore to accept the Offer may be affected by laws of the relevant jurisdictions in which they are located. Persons who are not resident in Singapore should inform themselves of, and observe, any applicable requirements.

10. RESPONSIBILITY STATEMENT

The directors of the Offeror (the "Directors") (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that there are no other material facts not contained in this Announcement, the omission of which would make any statement in this Announcement misleading.

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Company, the sole responsibility of the Directors has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement.

The Directors jointly and severally accept responsibility accordingly.

Issued by

EZION HOLDINGS LIMITED

25 October 2012