SG Capital - Mergers & Acquisitions \'Buy Side\' Presentation

SAKS GLOWELI CONSULTING & CAPITAL

Saks Gloweli (“SG”) is a boutique advisory firm which brings a unique
service to clients doing business in China and Asia Pacific by
combining strategic and managerial consulting expertise with
financial advisory expertise.

SG’s management team is made up experienced corporate managers,
strategy consultants, and finance professionals with both buy/sell
side experience. Our team hails from top American Universities with
previous work experience from McKinsey & Co, GE Capital, JP Morgan
Chase and Lazard.

We are sector and stage agnostic advisers that have worked with pre-
revenue companies to publicly listed corporations offering a wide
range of services on a project/transaction basis or ongoing basis that
are tailored to the client’s specific requirements. The SG team
leverages its deep market knowledge, vast experience and global
network to add value and effect positive change for our clients.

Why Saks Gloweli

Industry Experience
China • Management Strategy Consulting
Multi
India International Top Academic • Financial Services
Multilingual Discipline and
Business Research &
Asia Pacific Experience Knowledge
Team Industry • Investment Banking
Professionals
Focus • Private Equity & Venture Capital
• Sourcing and Manufacturing
• Logistics and Supply Chain

With a team coming from the most prestigious academic and business management programs in the world, SGC
brings years of experience in delivering first class advisory services to clients throughout Asia

SGC has worked with small, mid and Fortune 500 companies in Asia and has the resources to handle any corporate
challenge within the scope of their core competencies

Copyright © 2012 Saks Gloweli Consulting

Saks Gloweli Capital Services Portfolio

• • Mergers & Acquisitions, Divestitures
Mergers & Acquisitions, Divestitures
• • Recapitalizations
Recapitalizations
Capital Advisory • • Capital Leasing
Capital Leasing
Transaction driven financial • • Financial Restructuring
Financial Restructuring
advisory service • • Project Finance
Project Finance
• • Private Equity & Venture Capital Advisory
Private Equity & Venture Capital Advisory
• • Privatization Advice
Privatization Advice

• Business Valuations
• Business Valuations
Financial Management • Asset Valuations
• Asset Valuations
Services • • Shareholder/Business Owner Value Management
Shareholder/Business Owner Value Management
Ongoing financial • • Modeling Business Planning
Modeling and and Business Planning
management advisory
service • • Financial Management
Financial RiskRisk Management
• • Virtual Concept
Virtual CFOCFO Concept


Saks Gloweli is supported by Industry Experts, Accountants

 Chinese and American Certified
Public Accountant (CPA) that
crosschecks and supports the firm’s
financial recommendations and
Certified decisions that they are in compliance
Public with local Chinese law
Accountants  SGC works with forensic accounting
partners with experience in China and
in the Asia Pacific Region.
Manufacturing
Supply Chain & Logistics
Electronics
Oil & Gas Industry
Banking & Finance Experts
Consumer Products
Retail

 Crosschecks and supports the
Chinese & firm’s financial
International recommendations and decisions
Legal Counsel that they are in compliance with
Chinese law

SGC’s network of consultants come from diverse disciplines and experiences.


Engagement Process

• Operations
• Corporate strategy
• Fiscal Health
• Sales and marketing •Operational
Assessment Efficiency
• HR Structure

• Process
Optimization
• Benchmarking analysis in all areas included in the assessment
• Refinement of corporate competitive strategy
• Formulation of short, medium and long term goals • Increased
Strategy Profitability

• Sustained
• Presentation of assessment recommendations Growth
• Process Implementation
• Training management
Implementation • Handover

SGC guides the client through the process of the engagement


Focus: SG Capital l Sector Experience

• Specialized in market entry into China and India and advises multinationals, SME’s and startups
• Experienced in creating and implementing China and Asia growth strategies for global companies
Regional
• Transactional experience in raising capital, trade sales, credit facilities, strategic mergers ,
Experience partnerships & acquisitions working with Chinese and Western companies, banks & investors.
• Experienced in establishing and optimizing supply chain process in China

• SGC has partnerships with accounting firms (SJ Grand), Chinese law firms (ZhongLung) and
Network International Law Firms (Nixon & Peabody).
• Strong relationships with government bodies at the regional, provincial and central level
• Deep retail sector network of executive and mid level management in local and western companies.

• Components distribution industry : global acquisitions in excess of US$ 200 million
• Strategic acquisition for vertical integration of quality control systems
• Strategic partnerships for Clean-Tech company in Asia
Experience • China market entry strategy for global toy brand
• Strategic market growth for fashion industry player
• Credit Facility and refinancing for publicly listed Company
• Currently assisting on M&A deals in fashion, luxury products, home accessories, green energy


M&A Engagement Process

Saks Gloweli
SJ Grand (Forensic Accountants )
Saks Gloweli
Zhonglun (Chinese Law Firm)
Nixon Peabody ( Intl Law Firm)

Identify Key Matrix Identify Targets
& Criteria in line through market Open Line of Facilitate
with Strategy, analysis & research Communication Transaction with
Structure & through sector with selected Due Diligence,
Company Culture experts & clients targets with client Legal, Financial,
Create Acquisition internal Knowledge Management Corporate
Plan base

1 Month 2-3 Months 2-3 Months 2 Months
Timeline

Overlap


Acquisition Plan & Metric Basis

• The targeted size of acquisition/partnership candidates
• Source of acquisition/partnership financing : total available, capital allocation per sector ?
• Desired financial returns and/or operating synergies to achieved post deal execution
• Min/Max ranges and rates of acceptable revenue, growth, earnings & net worth
• Identifying likely competitive bidders
• Nature and types of risk client is willing to assume (versus ones that are unacceptable)
Macro Criteria • Preference of candidate operational and fiscal health (turnaround, fixer-upper, star)
• Members of client team engaged in process with SGC
• Preferred geographies of candidates
• Desired customer profile of candidates
• Human capital retention and integration plans
• Tax and financial preferences of deal structure
• Ownership/partnership stake preference: Full/Partial, Assets of Division or Stock of Subsidiary

• Services benchmark rating, industry standard basis
• Technology, existing and R&D pipeline
• Market status (leader, tier 1,2 etc.) in its niche and in its geographic region
• Brand equity and market share status
• History of stable financial and growth performance over different market cycles and conditions
Micro Criteria
• Management Team capabilities ( Operations, technology, Finance, Services)
• Kays Capability model ( relationships and capabilities in architecture, reputation & innovation) )
• Scalability of current services and growth potential most deal execution
• Min & max range of cash flow, EBITDA, Revenue, purchase price


Thomas P. Bispham

Tom Sr. is a senior banking and finance professional with vast experience in project finance, investment banking/M&A,
structured & leveraged Finance among others.

Mr. Bispham moved to Asia in 1995, when he joined Peregrine Investment Bank to start up its infrastructure project
finance business. Prior to that he had been traveling to the region on behalf of Bear Stearns (NY) as Managing Director and
Co-Head of Project Finance. He was recognized in 1996 by Independent Energy magazine “for pioneering achievement in
the global private power industry.”
Mr. Bispham also served as Chief Operating Officer of JPMorgan’s Asia Pacific investment banking business.

His transaction history includes representing ESI Energy in its 1988 investment in Zond Systems (now GE Renewable
Resources), and helping to design the Danish wind industry guaranty program; Hopewell Holdings in the $2.7 billion sale of
its 80% interest in its pan-Asian affiliate, Consolidated Electric Power Asia (“CEPA”), to Southern Electric (now Mirant);
advising Entergy in its $50 million equity investment in the Hub River (Pakistan) power project; advising Unocal in financing
the development of the Shahbazpur (Bangladesh) Gas Field plus pipeline and power plant projects; and assisting Florida
Power & Light’s affiliate, ESI Energy, to become the third largest utility IPP in the US.

Tom sits on the board of several companies and is a Director at Saks Gloweli.

Laurent Jacque

Laurent L. Jacque is the Walter B. Wriston Professor of International Finance & Banking at the Fletcher School of Law
and Diplomacy (Tufts University) and Director of its International Business Studies Program. From 2004 to 2007 he was
Fletcher's Academic Dean and as such responsible for the design and the establishment of the new Master of
International Business degree and the Center for Emerging Market Enterprises. Since 1990 he has also held a joint
appointment at the HEC School of Management (France) as a Professor of Economics, Finance, and International
Business. From 1976 to 1987 he was on the faculty of the Wharton School where he held a joint appointment in the
Management and Finance departments.

A recipient of four teaching awards at The Wharton and Carlson Schools, Jacque received the James L. Paddock award
for teaching excellence at The Fletcher School in 1996. He is a consultant to a number of firms in the area of corporate
finance and risk management and has taught in many Management Development Programs, including Merck, Sharp &
Dohme, General Motors, Bunge and Born (Brazil), Rhone-Poulenc (France), Siam Commercial Bank (Thailand), Daewoo
(South Korea), General Electric, Dupont de Nemours, Norwest Bank, Bangkok Bank (Thailand), INSEAD, Pechiney,
Petrobras and the IFC (World Bank group).

Laurent Jacque is a graduate of HEC (Paris) and received his MA, MBA and PhD from the Wharton School (University of
Pennsylvania).

Sid Mewara

Sid holds an E-MBA from the Wharton School of Business at the University of Pennsylvania and is enrolled at
Oxford University for the Advanced Management and Strategy Program. Sid has worked with global companies
across various sectors as a management consultant at McKinsey & Co. He then worked in the semiconductor
distribution and supply chain industry in the US and China, managing the Asian operations of a PLC German
company where he serviced the OEM industry and managed their supply chain and inventory control systems.

Sid specializes in market entry and business development strategy for stage and sector agnostic companies to help
them grow and develop their business in China and Asia . He has assists clients in raising capital from Private
Equity and Venture Capital investors across various industries, sector and stages of growth. Sid has assisted and
managed M&A deals for SME to MNC level companies from both buy and sell side. He is a financial and strategy
adviser to many firms within the PE , VC, Distribution, manufacturing and heavy Industry in China and greater Asia.

Sid holds a position on the board at True Wind Consulting, an HR consulting firm and Beepo Electric Vehicles a
electric commercial vehicle manufacturer. He is also an advisor at Guide-Point Global and a guest business
columnist at Shenzhen Standard.

Sid is the Founder and Managing Director of Saks Gloweli Consulting & Capital.

Olivier Jacque

Olivier holds a BA from the University of Pennsylvania. Prior to joining Saks Gloweli Capital, Olivier worked for Lazard
Real Estate Partners; a real estate private equity fund based in New York City and was responsible for identifying
strategic acquisition, disposition and recapitalization opportunities. During his time there, he worked on a major
corporate recapitalization of an assisted living company while also implementing the fund raising aspects for a large
redevelopment project of the portfolio as well as securing a credit line from institutions. In addition, Olivier is the
General Partner of multiple real estate investment vehicles in multifamily housing with total assets close to $10 million
in the Mid-West.

Prior to that Olivier worked at Deutsche Bank in their emerging markets fund. Olivier is a guest lecturer at the Business
School at Shenzhen University and is a speaker at local business forums. Olivier is Director at Saks Gloweli Capital.

Anniruddha Jain
Anniruddha holds an MBA in finance from Pepperdine University. He has extensive principal investing and financial
management experience and has worked in investment banking, private equity and financial services. He has raised over
$100 million in M&A and has led transactions in active sports & recreation, sustainable living, organics, fair trade,
renewable energy, healthy nutrition, wellness and relaxation/leisure. At North Castle Partners (NCP) a private equity fund
he was responsible for investigation and lead generation of non-solicited deals, financial modeling and due diligence.
Prior to NCP Anniruddha worked at GE Capital International Services (GECIS) for five years where he had several diverse
roles ranging from project management to portfolio management. AJ is a graduate of GECIS’s highly competitive internal
leadership development program ‘Fastrax’ (1% selection rate). He also earned GECIS’s “Management Excellence Award”
for exceptional people and process management skills. AJ holds a BA Honors degree in Economics from Delhi University,
India.

Stephen Browne

Stephen Browne has a degree and master's degree in civil and environmental engineering from Trinity College
Dublin, Ireland. Stephen also holds an MBA from IESE, Spain. Stephen worked for 4 years as engineering project
manager completing large infrastructure projects in Japan and Ireland. He then worked for 6 years with the
Maersk shipping group as supply chain consulting manager, implementing world class projects for customers such
as IKEA, GE, Walmart and Target corporation. During this time Stephen's team brought in over EUR100m of new
business for the group.

Since 2007 Stephen has been based in China and is currently leading a private equity turn around of Spanish-
owned manufacturing enterprise in southern China.

Stephen manages the supply chain consulting practice at SG consulting and is actively involved in turnaround and
value optimization engagements at SG Capital. He is comfortable working in English, Spanish, French and
Mandarin Chinese.

SG Capital Case Study:
Case Study Description/Overview:

• Client was a South Korean bio technology company (a.k.a “Company”)with market presence in South Korea, Japan and Europe selling mid-
market medical devices.
• Headquartered in Seoul, the Company wanted to expand into China and hired SG Capital to help it evaluate the strategic and financial
considerations

SG Capital:
• SG Capital conducted a strategic and financial assessment of the Company
o SG Capital drafted the Company’s Market Entry Strategy
o SG Capital identified inefficiencies in the Company’s Capital structure and penned a valuation
o SG Capital devised an IP strategy to preserve the Company’s core assets
o SG Capital identified the appropriate leadership to bring to the Company for the China market

• SG Capital sourced a JV partner that matched the needs of the Company:
o Mid-market Chinese Company headquartered in Shenzhen and listed on the Hong Kong Stock Exchange with strong distribution
channels throughout Mainland China and South East Asia
o JV partner also had a strong track record of securing Chinese FDA approval

• In the process, SG Capital re-financed above market rate debt to HIBOR/SIBOR indexed debt and raised incremental equity-based capital

To this transaction SG Capital was able to bring the follow expertise:
 Strategy Consulting
 Financial Advisory
 Legal/IP Expertise
 Accounting Expertise
 Industry Specialist

With the combined expertise of Strategy Consulting and Investment Banking , SG Capital brings to every transaction a level of sophistication
and understanding that other firms are unable to provide .


Hong Kong

Level 3, Three Pacific Place,
1 Queen's Road East,
Hong Kong
Phone : 852 2588 3415
Fax : 852 2588 3499

SG Capital - Mergers & Acquisitions \'Buy Side\' Presentation

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