2. Good For You Holdings Group Ltd. (“GFY”, the “Company”, or the “Business”) has prepared this Private Placement Memorandum solely to provide information to
the Recipient. This Private Placement Memorandum does not contain all the information that a Recipient may require to form the basis of any decision by a
Recipient. Recipients should carry out and rely solely upon their own investigations and analysis of GFY. GFY and their officers, employees or advisers (the
“Transaction Parties”) do not accept any responsibility for this Private Placement Memorandum.
Except to the extent required by law, no Transaction Parties make any representation or warranty, express or implied, as to the accuracy, reliability, completeness
or reasonableness of, or any errors in or any omissions from, the information, contained in this Private Placement Memorandum or the opinions or projections
expressed in or omitted from this Private Placement Memorandum. The Recipient should note that information on certain matters has not been included in this
Private Placement Memorandum for reasons of commercial sensitivity. Certain information in this Private Placement Memorandum has been sourced from third
parties and, although the Transaction Parties have no reason to believe that it is not accurate, reliable or complete, no Transaction Party has independently audited
or verified that information.
This Private Placement Memorandum may include certain statements, estimates and projections with respect to the future performance of GFY. Such statements
may be “forward looking statements” within the meaning of securities laws. Any forward looking statements contained in this Private Placement Memorandum are
based on subjective estimates and assumptions and relate to circumstances and events that have not yet taken place and may not take place. Such forward
looking statements are for illustrative purposes only and are not guarantees of future performance and involve known and unknown risks, uncertainties and other
factors, many of which are beyond the control of GFY and which may cause actual results to differ materially from those contained in this Private Placement
Memorandum. Accordingly, no representations are made by any of the Transaction Parties as to the accuracy of such information and the reliance that the
Recipient places upon the forward looking statements is a matter for its own commercial judgement and due diligence. GFY does not give any representation,
warranty (express or implied) or otherwise that any forward looking statements included in this Private Placement Memorandum will be achieved or that any
assumptions and estimates are correct or reasonable. This Private Placement Memorandum is intended to provide general information about GFY’s activities as at
the date of the Private Placement Memorandum only. It is information in summary form and does not purport to be complete. It is not intended to constitute legal,
financial, accounting, tax, investment, consulting or other professional advice or services. Any recipient of this Private Placement Memorandum should undertake
its own investigations and obtain independent advice regarding information contained in this Private Placement Memorandum.
All references to “£”, or other unlabelled currency numbers, in this Private Placement Memorandum are to UK Pounds Sterling, unless otherwise stated.
2
4. Influence of Food Scandals on Consumer Behaviour in China
0 20 40 60 80 100 120
Source: Statista Consumers are willing to pay a premium for “safe foods”
Greater consideration of recommendations from family/friends
Change to other international, larger, imported brands
Greater awareness of whether similar products have the same problem
Due to worry, decreased interest in other products by same brand
Influences on choosing the brand in the wake of big scandals
Greater attention to producers, date and place of production
Influence of negative reports on food safety
4
5. GFY’s positioning for this
Issues Opportunities
Food Safety:
71% of Chinese feel food safety is a “big
problem”
GFY has one of the World’s leading
experts and other experienced Directors
advising it and designing its process
Access to clean resources:
60% of groundwater is polluted, and
China’s soils?
Higher tech greenhouses and Aquaponics
can deliver safe produce with less water,
water that is clean/safe, and no pollution
impacted or caused
Increasing interest in quality/safe:
Middle/affluent classes are expected to
grow to 56%/25% of population by 2022
Chinese increasingly looking for healthy
lifestyles and following the West for
direction. Pricing will be less of a
concern
5
6. Overview of China Food Markets
40% 37%
29% 27%
Food Cosmetics 3C Household
items
% interviewees
who purchased
online in past 3
months
1.7% 14.8% 21.7% 5.6%
2,580 1,500 1,875 840
2015
penetration
Average spend
(RMB/person/year)
Huge consumption potential in fresh food
e-commerce(2) market
8
14
24
36
2015A 2016A 2017E 2018E
(US$bn)
E-commerce
penetration
Fresh foode-
commerce
marketsize
2.9%
1.7%
4.6%
6.6%
451 483 517 554 Fresh food
marketsize
China urban fresh food marketsize
reaches US$500bn(1)
• China's online fresh food market expected to more than double from 2016 to 2018
• Online would account for about 7% of China’s total sales of fresh foods (82% annual growth)
• Fresh food is the most in-demand product category
• 63% consumers in a survey say they intend to buy high-quality fresh food in the next several yearsSources:
(1) iResearch
(2) McKinsey iConsumer 2015 China Digital Consumer Research Report and
Euromonitor
(3) iResearch; Boston Consulting Group; Internet
6
8. Chinese consumers also increasing
consumption of fresh fruit & veg
• 63% of Chinese consumers are eating more fresh fruits and vegetables as snacks
• Consumers' busier lifestyles => squeeze mealtimes => snack market becomes new
additional market
• However Chinese Dietary Guidelines (2016) suggests lower intake of salt/sugar =>
consumers less likely to snack on junk food => A sugar tax is expect to happen soon
• Consumers => more aware => growing nutritional and food safety concerns
• Increasing seepage of new Western foods into daily meals
• Increasing demand for arable land (especially after 2017 Government push) – currently land
too fragmented - this has upward influence on prices
• Rising disposable income per capita in both rural and urban areas;
• Favourable government agricultural policies and practices;
• Wider adoption of greenhouses; but more food scandals are placing an increasing emphasis
on food safety
Source: bakeryandsnacks.com
8
9. Introducing wholly-owned Chelsea Farms
– a premium Greenhouse grower
• Initial 100 hectare (1,500 MU) land plot in negotiations with 2 local Governments, Huzhou, Zhejiang (1.5
hours’ drive from Shanghai), and Yanchang (3 hours) in Jiangsu Province
• Projects to be managed by an experienced UK Hydroponics team, highly proficient in high quality
hydroponics growing and with China experience
• Copy and improve upon an already successful model, featuring fast payback and >30% profit margins
• The Group’s partnership with Saturn Bioponics technology for leaf vegetables will ensure clean, flavourful,
and healthy production
• own production facilities will ensure quality and control through the brand
• Chelsea will research and apply the latest in technological advances
9
14. Intelligent Mix of Greenhouse production to maximise efficiency and profitability
Leafy and Green vegetables “Dutch” Greenhouse vegetablesSoft Fruits
• Tomatoes, mini and regular cucumbers,
aubergines and Capsicum
• Growing cycle typically 4 to 11 months
• Greenhouses a must for higher yields off-
season production & pricing
• Primarily grown from Sept – July
• Majority of Chinese vegetable diet is
consuming green leaf vegetables
• Shelf-life short so proximity to consumer is
key
• Significant increase in production, flavour
and water efficiency over standard
greenhouses and traditional farming
• Soft fruits, blueberry, strawberry and
raspberry
• Growing cycle 2-4 months
• Grown in same greenhouses as leafy veg
• Primary growing period: Feb– Aug
Choi sum Baby bok
choy
Baby
Chinese
cabbage
Chinese
cabbage
Broccoli
Shanghai
green
Lettuce
Eggplant Tomato
Cucumber Coloured
peppers
Year-round greenhouse vegetables
• Command higher selling prices
• Have lower labour costs
• Higher margins
Initial Focus on Bioponics with partner,
Saturn, to ensure taste, texture, colour,
and clean produce with exponentially
greater yields
Grown to complement product mix
Focus on Year-round and out-of-season vegetables to maximise margins
14
15. Investment in Quality: Revenue/unit can increase 100x
Open field production in China Low tech greenhouse Intelligent greenhouse
3 kg / m2 ~ 2 RMB / kg
Revenue: 6 RMB / m2 (~0.9 USD)
15 kg / m2 ~ 4.0 RMB / kg
Revenue: 60 RMB / m2
60 to 100 kg / m2 > 1 USD / kg
Revenue: 400 to 660 RMB/ m2
• Short growing season
• Weather dependent
• Low quality
• 100% dependent on climate
• Longer production period
• Protection against bad weather
• Better growing environment
• Year-round
• Fully climate controlled
• Use of hydroponics and Aquaponics
Production for processing industry Better varieties for fresh market High value and specialty products
10X 10X
Sources: USDA
15
17. Highly Successful Off-Season Production Model
Source: cif.mofcom.gov.cn
§ Specialization towards off-season solanaceous production increases productivity, but also seasonality effects
â–ş More high quality and higher-priced off-season solanaceous vegetables sold during the winter
â–ş During the summer, temperatures in most of China are too high for solanaceous and prices are low, thus the
Company concentrates the necessary land resting / sanitation in July, August
July to August December to March
Chinese Farms Peak season production Shut down operations
Prices Tomatoes RMB 2.5; Peppers RMB 3 Tomatoes RMB 5; Peppers RMB 6
Good For You Maintenance; cleaning; nursery Full production (several x of farms)
17
23. Vertically Integrated Vegetable E-commerce Platform
Tiered Customer Farm’s Logistics End Markets
Priority Customers
Safety â—Ź Healthy â—Ź Trust â—Ź Convenience
Multiple hectares of
greenhouse with
climate control
“Club” focused on middle-class to
affluent Chinese and international
communities
Our own
refrigerated trucks
and delivery drivers
Traditional
Wholesale;
Hypermarkets;
Supermarkets
Company-owned Farms
1
2
5 Star Hotels;
Michelin Restaurants;
High Influencer Chain Restaurants
3
23
&
Full conditions & Location tracking
25. GFY’s USPs
• Newest hydroponic technology allowing 3-6x production volume, with 80% less
use of water
• Rare combination of Farm + B2C (Grows its own, not sourcing from others)
• World-class, global advisory team bringing global best practice
• Real-time monitoring of food for customers with 100% Error-Free Traceability
• “Smart” business mix: initially emphasize 50%+ profit farming while allowing
careful growth of B2C platform
• Subscription model reduces inventories, wastage, overheads
• Year-round production with a focus on out-of-season vegetables
• Team on the ground in importing countries
• Environmentally-conscious and attractive packaging , including to-be-released
biodegradable packaging and recycling service
• Recognition by Shanghai’s Top Hotels and Restaurants as “the only perfectly
safe option” for their high-end consumers
• 40-60% Profit Margins with the ability to ramp up to 80+% in the next 4-7
years
25
27. Future Phases
Parallel Business lines
• Fish farming
• Specialised food importing
• Recipes
• Lifestyle and Health stories and tips
• Organic meat development
• “Paul’s favourites” (wine, cheese,
bread, etc.)
Third Party Farms
â—¦ Allows for broader diversity
â—¦ Can fix supply-demand imbalances
â—¦ Can persuade best-in-class farms, if
any, to join “premium” platform
â—¦ Some risk, so auditing process
needs to be perfect
Aquaponics
â—¦ Allows for production of leaf-
vegetables in metropolitan areas
â—¦ Self-sustaining and eco-friendly
â—¦ Much higher yields than farm or
greenhouse
â—¦ Will allow broader diversity of
available vegetables
27
28. When you receive your Good For You box at home, you will know…
• When your vegetables were picked
• When your box left the farm
• The temperature , humidity, and shock
statuses of your box throughout its
journey
And most importantly…
• A DNA marker to prove this vegetable was
indeed grown safely by Good For You!!
28
The Company will maintain the following certifications and licenses
1. GFSI
2. BRC
3. Global GAP
4. China National
Certification
24-7 Consumer Surveillance
Video link and consumer-friendly access to traceability data
to win consumer confidence
33. Advisory Council ensures food safety and best practices
Prof. David Chadwick - U.K.
Plant Nutrition Expert
Prof. Li Ji - Beijing
China Fertlisation Expert
• Director, Department of Ecology and Ecological
Engineering, China Agricultural University,
Beijing
• Set up Ecocert China, a leading certification body
with ISO/IEC17065:2012 and is accredited by the
USDA (US Department of Agriculture) and MAFF
(Ministry of Agriculture, Forestry and Fisheries) of
Japan
• Published over 120 journal papers on subjects
including grain and vegetable farming methods,
greenhouse farming, composting, and
immunoassay of pesticides, drugs and persistent
organic pollutants (POPs)
Prof. Bie Zhilong - Wuhan
China Greenhouse Management Expert
• Professor, Department of Vegetable
Sciences, College of Horticulture &
Forestry, Huazhong Agricultural University
• Focus on vegetable grafting and protected
cultivation, vegetable stress physiology and
molecular biology, and cucurbitaceous
rootstock breeding and biotechnology
• Extensive greenhouse experience in Wuhan,
China
• PhD Professor in Sustainable Land Use
Systems
• Co-chair of the Nutrient
management Working Group of the UK-China
Sustainable Agriculture Innovations Network
(SAIN)
• Expert in management of nutrients in
livestock manures, other organic
resources and fertilisers to optimise nutrient
utilisation whilst minimising impacts on water
and air quality
• Research (> 130 research papers) on
quantifying/mitigating greenhouse gas
emissions, reducing the risk of transfers of
pollutants to watercourses, and impacts of
mitigating diffuse agricultural pollution.
33
34. Advisory Council ensures food safety and best practices
Liam Fassam - Germany
Logistics & Supply Chain Expert
Christopher Knight – U.K.
Standards & Certification Expert
• 27 years as Head of Agriculture for BRI Campden,
a World-leading food safety advisory institute to
major global food companies
• Visiting professor to Royal Agricultural
University, Cirencester
• PhD Horticulture from Imperial College, London
• Senior diplomas in ISO9000 and HACCP (Public
health)
• Food safety advisory services to major food
corporations, European Union, and many other
countries, including China
• Author of several food safety audit procedural
manuals
• University Research Institute Director for
“Supply Chain Geography”, Northampton
University
• Expert advisor to the European Commission
on food supply chains, Specialist Advisor to
All-party parliamentary resource group on
supply chain management and advisor to the
European Economic and Social Committee on
Agri-supply chains
• Logistics Head for Ireland’s leading food
service provider
• PhD in Logistics, Materials and Supply Chain
Management from Huddersfield University
• Numerous publications on “Smart City”
procurement, Supply Chain fraud and crime,
and resourceful and efficient logistics
management 34
35. International management team with China experience
Paul Eveleigh
Founder and CEO
• Co-founded Honiton Energy, the first
foreign independent wind-power
producer. Built from scratch to a $300m
energy business
• EVP and Head of Greater China, AVEVA,
a leading industrial tech solution
company and FTSE 250 constituent
• VP and Investment Advisor, various
Canadian Banks
• B.Com. (Finance), Univ. of British
Columbia
• Fluent in Chinese and lived in China over
11 years
Auke Cnossen
CFO
Alex Fisher
CTO
• 2010 Founded Saturn Bioponics -
• Winner of multiple agricultural, food and technology
awards in the UK
• Significant experience in all aspects of the
hydroponic technology and its application in the
commercial growing market place.
• Working with some of the UK’s leading horticultural
crop growers, processors, industry figures and
researchers, as well as with commercial partners in
international markets.
• 2014-Present: Business Consultant
• 2010-2014: LE GAGA Holdings Ltd.
(NASDAQ: GAGA)
- CFO of most successful publicly-listed China
greenhouse grower
• Rabobank Intl. (Netherlands)
- Director of Mergers and Acquisitions
(Agriculture) and Headed up Food &
Agribusiness Research & Strategic Advisory
• MBA, Cornell University
• University of Arkansas, Researcher, Food
Science Dept.
• Committed to Full-time with Good For You
following commencement of Phase 2
35
36. Board with Fresh Delivery and food safety experience
Keith Abel
Director
• Founder, Abel & Cole, a leading organic fruit
and vegetable subscription business in the UK.
Led the business to ÂŁ30m sales
• Successfully completed MBO of Abel & Cole
with Phoenix Equity Partners as equity partners
and Lloyds TSB as lender in 2007
• Sold Abel & Cole to William Jackson in 2012
• Co-founded Freddie’s Flowers, a weekly flower
delivery service
Dawn Welham
Director
• Wal-Mart In-Market Regulatory Lead:
instrumental in setting compliance strategy for
food & product safety and integrity, consumer
protection and fair competition for Wal-Mart
globally (1999-2014)
• UK regional Senior Environmental Health officer
• Currently with Authenticate plc, managing
supplier “Intentions” Analysis
• Currently completing Ph D at Queens University
in Food Safety
36
37. Financial Metrics
Note: GBP/RMB = 8.710 37
4.4
29.1
87.4
113.6
174.7
Year 1 Year 2 Year 3 Year 4 Year 5
Sales (ÂŁm)
51.0
225.4
241.0
1.4 2.6
Year 1 Year 2 Year 3 Year 4 Year 5
Capex (ÂŁm)
8.8%
31.8%
34.5% 34.4% 33.2%
Year 1 Year 2 Year 3 Year 4 Year 5
EBITDA Margin
0.4
9.3
30.2
39.0
58.0
Year 1 Year 2 Year 3 Year 4 Year 5
EBITDA (ÂŁm)
38. General &
Admin
GBP 1.0m[2]
Use of Proceeds
Working
Capital
GBP 0.3m[3]
Greenhouse
Capex
GBP 5.7m[1]
Founder capital contributions of approximately GBP 0.7m to-date to conduct market research, production selection,
software development, securing farms, DNA Tracing MoU and initial customers, equipment and logistics.
Total: GBP 7m
38
Note: 1. Greenhouse capex for 5 ha of greenhouse; 2. General and Admin costs are mainly HQ staffing costs; 3. Working Capital for estimates for
12 months’ of greenhouse operation and Buffer