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Tembusu Growth Fund II

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Tembusu Growth Fund II

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  1. Tembusu Growth Fund II

  2. Disclaimer This document is for discussion purposes only and does not constitute an offering in any way or any jurisdiction. Reproduction and communication of this document in any form or manner is strictly prohibited. This document has not been independently verified and the authors are not liable for any claims or obligations whatsoever that may be attributable to this document. This document is strictly private and confidential and remains the property of the authors. This product is meant for accredited investors (individuals whose net personal assets exceeds in value S$2 million or whose income in the preceding 12 months is not less than S$300,000) and institutions (corporations with net assets exceeding S$10 million) only. All investors should seek independent and competent advice on the suitability of this Fund in meeting their investment needs before making a decision to invest in this Fund.

  3. Table of Contents 4 8 14 20 25 35 37 • Executive Summary • The Fund Manager – Tembusu Partners • Investment Strategy • Investment Selection • Track Record • Other Details • Appendix A: Biographies

  4. Executive Summary

  5. Executive Summary Singapore Private Equity Manager Established In 2006 • Founded by Mr. Andy Lim, Mr. Tan Kim Seng and two other successful entrepreneurs • 18 staff in six offices spanning Singapore, China, UK, and ANZ S$210 MM Assets Under Management Over Two Funds • Tembusu Growth Fund I (“TGF I”): S$100 MM Pan Asia growth capital fund • Nanjing Growth Fund: US$80 MM China growth capital fund Raising S$300 MM For Tembusu Growth Fund II (“TGF II”) • TGF II: Platform for investors seeking attractive risk-adjusted returns from alternative assets in Emerging Asia • Mandated to invest in growth companies seeking expansion capital • Exit investments within 3 to 5 years through IPOs or trade sales 5

  6. Summary of Principal Terms 6 6

  7. Portfolio Allocation Single investment limit – not more than 15% of the fund or S$30 million, whichever is lower Portfolio size – no more than 25 companies Expected investment size – S$10 to S$20 million Fund Allocation by Size Fund Allocation by Stage • 90% growth stage / pre-IPO / buyouts / restructuring* • 5% early stage • 5% Private Investment in Public Equity (PIPE) Fund Allocation by Geography • Singapore-based or Singapore-linked businesses - 50% • Greater China, Southeast Asia (ex. Singapore), India, ANZ - 50% *Charter of the fund allows for investments in companies in these stages. However, the fund is primarily and substantially focused on growth stage companies. 7

  8. The Fund Manager – Tembusu Partners

  9. Tembusu Partners Timeline Incorporation of Tembusu Partners Limited Successful launch of S$100 MM TGF I Successful launch of US$80 MM Nanjing Growth Fund Agreement with China AMC (part of Citic Group)* Expected first close of S$300 MM TGF II 2006 2007 2009 2010 2008 • 2007 Investments: • TTMI • VDH Energy • Hongwei • ACTAtek • Infinite Frameworks • Artivision Technologies • Standard Water • Tongji Environment • Global Roam • China Dredging • Ying Tai Biotechnology • 2008 Investments: • Sports Asia • Tangshan Ganglu • 2009 Investments: • Cherie Hearts • Silver City Minerals • 2009 Investment exit: • VDH Energy: 37.6% IRR • 2010 Investment exit: • Tongji Environment: 8.5% IRR * Appointed as exclusive distributor for China Capital Impetus Fund for Singapore 9 9

  10. The Tembusu Value Add Local Knowledge & Networks Optimal Deal Sourcing Access to Global Intelligence International Networks Experienced Team Strong Team of Advisors Optimal Deal Structuring Syndication Highly Experienced Investment Committee Advice to Investee Management Contacts With Potential Customers Business and Market Analysis Network of Strategic Investors and ECM Makers Individual Partner Sourcing Weekly Conference Portfolio Review New Deals Resource Planning Partner Inputs Market Feedback Due Diligence Detailed Action Plan Presentation to All Partners and On-Site Visit Syndication Candidates Decision by Investment Committee Portfolio Monitoring Value Creation Follow on Funding or Exit 10

  11. Organizational Structure International Board of Advisors Investment Committee Management Team Investment Team (China) Investment Team (Singapore) Administrative & Accounts Team 11

  12. Principal Investment Committee and International Board of Advisors IC MEMBER EXPERIENCE • Chairman, Tembusu Partners Pte Ltd • Chairman, MoneyWorld Asia • Chairman, Viking Offshore and Marine • Honorary Consul, Republic of Lithuania Andy Lim IC Member • Chairman, Board of Governors, Raffles University • Member of the Global Advisory Board of Chicago University Graduate School of Business • Minister, Ministry of Transport, Trade & Industry, • MD, LMA & Pacific Precision Castings Yeo Cheow Tong IC Member • Chairman, Namma Real Estate Company • Chairman, Qatar National Export Import Company • Deputy General Manager, and Qatar Petroleum’s Representative at Anadarko Qatar Energy Sheik Faisal Al-Thani Board of Advisors Professor Wee Chow Hou • Chairman, Nanyang Executive Program, Nanyang Business School, Singapore • Honorary Professor, Faculty of Management, Xiamen University, China Board of Advisors *other Investment Committee members and Advisors to be confirmed 12

  13. Management Team Mr Mahim Chellappa Principal Mahim has over 9 years of investment banking experience in the U.S. and Southeast Asia, with expertise in private equity, M&A, structuring and deal-making across a broad set of industries. Ms Emily Zhang Investment Director (China) Emily Zhang has over 7 years experience in consulting, business development and marketing in China and New Zealand. Mr Daniel Lee Investment Director (Australia, NZ) Daniel has more than 15 years of experience in the asset management, treasury and securities industry. He is also involved in the hotel management and property development in New Zealand Mr Chandran Gnanakuru Investment Director (Europe) Chandran is based in London, and spent 12 years running the alternative asset program of several family offices. He currently works closely with PE/VC teams on fundraising activities. Ms Emily Goh Director Emily has more than 9 years of field experience with regional start-up and growth companies. She has also advised businesses on strategic alliances, cross-border M&A and capital raising activities. Mr Allen Shi Investment Director (Shanghai) Allen has over 13 years of experience in investment, business development and business consulting in China. 13

  14. Investment Strategy

  15. Fund Focused on Emerging Asia Middle Market Through Significant Minority Investments Emerging Asia • Emerging Asia has consistently outperformed ROW • This dynamic region is expected to play a leading global economic role • Much of developed world faces significant long-term crises, including massive debt, steep budget deficits, and structural unemployment Middle Market • Typically, greater revenue and earnings acceleration than large cap companies • However, much less access to capital, providing investment opportunities for “hands-on” investors like Tembusu Significant Minority Investments • Tembusu invests with proven entrepreneurs who typically have significant personal stakes in their companies • We target a 20% - 30% ownership stake and board representation • Commit internal resources towards improving the finance and operations of our portfolio companies as required 15 15

  16. Capitalize on Strong Growth in Asia Continued strong growth from Asian economies – particularly in our focused areas of China, India, and South East Asia Strong emerging middle class driving domestic consumption Rapid urbanization with significant infrastructure building Source: IMF and www.xe.com. SE Asian basket consists of 7 countries, Pan Asian basket consists of 9 countries, Western Europe consists of 9 countries 16 16

  17. Significant Minority Investments in High Growth Middle Market Companies Minority Investment Middle Market Significant equity stake is key for management to be motivated to succeed Selectively invest in high growth SMEs Tradition of Asian family businesses selling only minority stakes Our fund size is tailored to most attractive investments in Emerging Asia Tembusu is one of the few PE funds with expertise in this space Less efficient capital markets available for SMEs creates value opportunities Unique Growth Investment Opportunities 17 17

  18. Team Focused on Maximizing Returns Whilst Minimizing Risk • Senior Management experienced in running companies as well as working alongside entrepreneurs • General Partners committed significant funds to TGF I and are committed to TGF II Entrepreneur Led Management Team Aggressive Deal Structures • Close attention to investment structures in order to maximize returns, while limiting our downside risks • Experienced in the use of several different instruments in our investment agreements Attractive Fund Structure • No reinvestment risk, Tembusu will identify appropriate opportunities for partial or full realization of investments • Capital gains on portfolio investments and distribution proceeds to investors are exempt from taxation in Singapore 18 18

  19. Aggressive Deal Structures Tembusu carefully and aggressively structures our investments in order to maximize returns, while limiting our downside risk Our structured private equity investment agreements have included: • Convertible loans with detachable warrants • Redeemable Convertible Preference Shares • Performance guarantees with clawback provisions • Put options exercisable in the event of non liquidity after a specified time period (e.g., 2 years) 19

  20. Investment Selection

  21. Investment Criteria High Growth and Scalable Companies Tembusu Can Enhance Value Through Active Sponsorship Targeted Industry Focus Proprietary Deal Sourcing Companies Have Exit Visibility and Feasibility 21

  22. Aggressive Growth Capital Investments Growth Stage Investment Focus Emphasis on companies that have expansion-ready business models Value Creation Utilize entrepreneurial experience to grow portfolio companies General Partners have over 90 years of combined entrepreneurial experience Hands-On Investment Approach Assist portfolio companies in Business Development, Finance and Corporate Governance Tembusu team has extensive experience in Private Equity, M&A, Investment Banking, Financial Accounting, Management Consulting and Business Operations TGF II’s Focus Company Value Time Business Plan Venture Capital Growth Expansion TGF Exit Globally Competitive Enterprise 22

  23. Sector Focus Emphasis on core sectors where Tembusu has operating and investment expertise: 23 23

  24. Proven Proprietary Deal Sourcing Ability • Most investees in TGF I were proprietary investments • Highly connected network of advisors • Sample of potential investments under consideration: 24 24

  25. Track Record

  26. TGF I – Tembusu Partners’ Flagship Fund TGF I Raised S$100 Million • Raised S$100 million from four general partners and 38 high net-worth individuals • General Partners (including Andy Lim) committed approximately S$50 million Entrepreneur Driven Investees • TGF I’s strategy capitalized on growth opportunities available in the Southeast Asia and Greater China middle-market business space • Invested in 15 entrepreneur-driven companies with scalable business models, investments made between 2007 and 2009 Executed Successful Exits • Realized two investment exits and three liquidity events since inception • Achieved IRR of 37.6% from first investment exit in July 2009 • Four TGF I portfolio companies expected to list on Hong Kong, Malaysia and Australian exchanges in 2010 26 26

  27. TGF I – Portfolio Segmentation Segmentation by Industry Segmentation by Geography 27

  28. TGF I – Portfolio Companies 28

  29. Investment Exit – VDH Energy • Van Der Horst Biodiesel Pte Ltd (“VDHB” or the “Company”) is a start-up company incorporated in 2006 engaged in biodiesel production • Annual production capacity of 200,000 tonnes of biodiesel • TGF I invested S$1.0 million in VDHB through a convertible loan in April 2007, with the view to exit through a listing on the Singapore Exchange within 6 to 12 months • The convertible loan was converted to ordinary shares in October 2007 and swapped for 9.1 million shares of Van Der Horst Energy Ltd, a listed company on the Singapore Exchange’s Catalist board, through a reverse-takeover process • The investment was successfully divested in June 2009 through a block trade on the Singapore exchange, yielding an investment IRR of 37.6% • Investment period: Apr 07 – Jun 09 (2 years 2 months) • Return Multiple: 2.0x • Investment IRR: 37.6% 29

  30. Investment Exit – Tongji Environment • Tongji Environment (Asia) Pte Ltd (“Tongji” or the “Company”) is engaged in the business of wastewater treatment, sludge treatment and environmental engineering projects in various parts of China • Tembusu invested S$10.5 million in the Company through a combination of convertible loans, common equity, and collateral provision in October 2007 for an effective stake of 54.1% • In June 2010, Tembusu exercised its redemption rights on its convertible loans and sold its equity interest in Tongji for a total consideration of S$12.4 million • Investment period: Oct 07 – Jun 10 (2 years 8 months) • Return multiple: 1.2x • Investment IRR: 8.5% 30

  31. Portfolio Highlights – Listed Investments Hongwei Technologies • 2 new production lines to commence operations in Q2 2010 • Likely exit after March 2011 Artivision Technologies • Security business continues to perform well and advertising business is growing and attractive within interactive ad sector • Likely exit by December 2010 GlobalRoam Group • Relationship with StarHub continues to grow • Looking to expand in Indonesia, Thailand, and India • Likely exit in 2011 through trade sale 31 31

  32. Portfolio Highlights – Investments Due to IPO in 2010 Tangshan Ganglu Iron & Steel • Awaiting approval from HK Stock Exchange Commission for September 2010 IPO • Likely IPO multiple of 12 – 15x P/E, resulting in an IRR of 15% – 25% Standard Water • KPMG appointed auditor on 4 May 2010 • Board will decide on IPO timing after completion of audit Sports Asia • IPO queries and awaiting approval from Malaysia securities commission • Expected listing in 4Q 2010 SCI Minerals • Recently hired well regarded CEO • Expected listing on ASX during 4Q 2010 32 32

  33. Portfolio Highlights – Other Investments ACTAtek • Distribution agreement with Certis CISCO (Southeast Asia) driving growth • Also signed distribution agreement with leading Indian distributor G4S • Likely exit in 2012 through trade sale or IPO Infinite Frameworks • Business has stabilized following a challenging 2009 for entire industry • Likely exit in 2012 Cherie Hearts Group • Largest private childcare provider in Singapore with 67 centres • Strong brand equity in Singapore 33 33

  34. Portfolio Highlights – Other Investments YingTai BioTechnology • Veterinary drug for prevention and treatment of cows endometritis granted First Class Veterinary Drugs Certification in 2009 • Company’s anti-infection bandages included in list of consumables in hospitals for patients’ medical insurance claims • Exit likely through IPO in 2012 in HK or USA China Dredging & Engineering • All 4 dredges are operating in the coastal regions of China • Exit likely through IPO in 2012 in Singapore 34 34

  35. Other Details

  36. Contact Us Beijing 1513 Zhejiang Tower, Anzhen Xili (North 3rd Ring Rd) Chaoyang District, Beiijng 100029, China t: (86) 10 6445 2108 f: (86) 10 6445 1286 m: (86) 1351 105 6187 m: (86) 1870 139 8078 United Kingdom 120 West Heath Road London NW3 7TX United Kingdom t: (44) (0) 20 8458 1947 Nanjing (China HQ) 23F Huijie Plaza, 268 Zhongshan Road, Nanjing 210008, China t: (86) 025 8319 1520 f: (86) 025 8319 2351 Shanghai Office 1001, Hong Kong Plaza, 283 Huai Hai Road Central, Shanghai 200021, China t: (86) 21 5116 0721 f: (86) 21 5118 0190 Singapore (Head Office) 3 Phillip Street #08-04 Commerce Point Singapore 048693 t: (65) 6238 7422  f: (65) 6238 7237 e: enquiry@tembusupartners.com Australia & New Zealand c/o 155 Queen Street Auckland, New Zealand t: (64) 21 2828 988

  37. Appendix A: Biographies

  38. Investment Committee Members Biography Mr. Andy Lim chairs the Investment Committee of TPPL. He is also the Chairman of MoneyWorld Group of Companies, a leading foreign exchange player and Chairman and controlling shareholder of publicly listed Viking Offshore & Marine Ltd. His other Board appointments include Chairman of Alpha Singapore, Board of Governors of Raffles University, and President of Enterprise 50 Club. Mr. Lim is also the Honorary Consul to the Republic of Lithuania. Mr. Lim graduated with First Class Honors in Engineering from Cambridge University and an MBA Degree at University of California at Los Angeles (UCLA) in 1989. Mr. Yeo Cheow Tong is currently a Member of Parliament for Hong Kah GRC. Mr. Yeo started off his career in the Singapore Economic Development Board and thereafter joined LeBlond Makino Asia in 1975. In 1981, he was appointed Managing Director of both LMA and its subsidiary company, Pacific Precision Castings. Mr. Yeo first entered politics in 1984 as the elected MP for Hong Kah Constituency and was appointed Minister of State for Health and for Foreign Affairs in 1985. In 1988, he became the Acting Minister for Health and became full Minister in 1990. An experienced political leader, he has handled different Ministerial positions including Health, Community Development, Trade and Industry, Environment and Transport. He subsequently retired as Minister for Transport in 2006. 38

  39. Board of Advisors Biography Dr Faisal Althani is currently based in Qatar and is the Chairman of Namma Real Estate Company and Qatar National Export and Import Company. He has a strong background in the natural resources sector, with numerous years of experience gained at several petroleum companies – with which he is currently the Deputy General Manager and Qatar Petroleum’s Representative at Anadarko Qatar Energy. Dr Althani has studied in the United States of America as well as the United Kingdom and was previously a Fullbright Scholar studying at University of Colorado, Boulder Professor Wee Chow Hou is Head of the Marketing and International Business Division and Chairman of the Executive Programs at the Nanyang Business School, Nanyang Technological University (Singapore). He is also an Honorary Professor at Xiamen University (China). Professor Wee has consulted/conducted executive training for over 250 major organizations in over 30 economies/countries, including Fortune 500 companies, and is best known for applying Chinese classics to modern business strategies and practices. Professor Wee also sits on several boards of publicly listed companies in Singapore, and is also a member of various advisory boards locally and internationally. 39

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