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Tembusu Growth Fund II.

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Presentation on theme: "Tembusu Growth Fund II."— Presentation transcript:

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 Executive Summary
The Fund Manager – Tembusu Partners Investment Strategy Investment Selection Track Record Other Details Appendix A: Biographies 4 8 14 20 25 32 34

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 20 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”) Overview of the Tembusu Partners Our founders are very successful and well connected entreprenuers, with deep experiences in Singapore, China, Indonesia, Malaysia, Vietnam Tembusu has S$210 mm of AUM We invest growth capital in high growth, dynamic companies We are fundraising for our third fund – Tembusu Growth Fund 2 – targeted at S$300 mm 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 5

6 Summary of Principal Terms
Fund Company Tembusu Growth Fund II Ltd Fund Manager Tembusu Partners Pte Ltd Fund Size S$300 million Minimum Investment S$5.0 million (Institutions) & S$1.0 million (Individuals) Target Return (p.a.) 25% Hurdle Rate (p.a.) 8% Carried Interest 20% after hurdle on a catch up basis Management Fee Year : 2.00% Year : 1.75% Year : 1.50% Investment Period 3 years from Initial Closing Charter Life (years) Tax and other benefits Qualified for zero-rated tax incentive under EDB S13H Scheme for Funds TGF 2 – Key Terms Here we show key terms for TGF 2 Target returns of 25%; 8% Hurdle rate Minimum investment size of S$1 mm for qualified individual investors; S$5 mm for qualified corporations 3 year investment period; charter life of 5 years with option to extend by 1 year and 1 year S$100 mm of TGF 2 has been allocated to GIP (Global Investor Programme) – which allows foreigners to obtain permanent resident status in Singapore with a minimum investment of S$1.5m We qualify for zero tax status through Section 13H as a Pioneer fund 6 6 6

7 Portfolio Allocation Fund Allocation by Size Fund Allocation by Stage
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 Stage 90% growth stage / pre-IPO / buyouts / restructuring* 5% early stage 5% Private Investment in Public Equity (PIPE) Fund Allocation by Geography Portfolio Management Investment size targeted at $10 to $20 mm per investment Represent 20% to 30% stake – active minority shareholder Growth capital – exit within 3 to 5 years through IPO or trade sale Investments in China, India and Southeast Asia 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 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 Cherie Hearts: 72% IRR History of Tembusu Partners We’ve made 15 investments since we launched TGF 1 in early 2007 Majority of investments were made during 2007 We have had 2 exits and are in the process of making several more exits during 2010 and expected in 2011 While 2007 vintage PE funds have experienced significant hardship, as represented in the trade press, we invested at low valuations and with key structural flexibility in our terms. So, we have been able to weather the storm better than many of our peers Further, for TGF 1, most of our investments have significant operations in China, even those that are headquartered in other countries, like Singapore or Hong Kong. Indeed, many of our portfolio companies have benefited from China’s rapid economic growth. * Appointed as exclusive distributor for China Capital Impetus Fund for Singapore 9 9 9

10 The Tembusu Value Add Tembusu Partners is a very active fund manager
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 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 Tembusu Partners is a very active fund manager As you can see, through each critical step of the process of managing an investment, our team provides significant value add Let’s take for example origination – due to our strong networks and business contacts, the majority of our investments are proprietary Also, let’s look at value creation through our portfolio monitoring – use Global Roam (one of our investments) as a good case study We have acted to strengthen its financial management Mahim Chellappa (Principal) was appointed Chairman of the Board and is an active member of the management team, providing leadership and support in negotiations with customers and partners Renhui Lee (Investment Manager) provides financial consulting support at the Company’s offices We run an extremely thorough and deliberated investment approval process, including meetings and calls with management, customers and partners; full business and legal due diligence; rigorous meetings with our Investment Committee; and intensive negotiations 10

11 Organizational Structure
Investment Committee Management Team International Board of Advisors Investment Team (China) Investment Team (Singapore) Administrative & Accounts Team Now onto the fund structure itself – you’ll see in the next 2 slides information on the Investment Committee, the Management Team, and our International Board of Advisors In addition, we have investment teams in Singapore and China (Beijing and Shanghai), which allows us to actively monitor and source investments in these two key regions As we will show in the following slides, we have a diverse team with deep and broad expertise in critical areas, including private equity, investment banking, accounting, entrepreneurship, and operations 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 the University of Chicago 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 Here we show our principal Investment Committee and International Board of Advisors As you can see from their backgrounds, our Investment Committee and Board of Advisors have very strong experience from a broad range of sectors (more details provided in the Appendix) Moreover, each member is extremely well networked, which allows us to see attractive proprietary deals and investment opportunities 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 12

13 Management Team Strong and Diverse 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 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. 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 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 Eric Ding Investment Director (Shanghai) Eric was previously working in the corporate restructuring, listing and company management field. He has also provided financial and listing consultation services for many Chinese companies listed on the Singapore Exchange Strong and Diverse Management Team Management team diverse in expertise, experiences and geographies Allows us to effectively manage all aspects and complexities of our investments from sourcing, diligence, negotiations, documentation to portfolio management Teamwork is critical to our effectiveness and success and it is something we emphasize 13

14 Investment Strategy 14

15 Significant Minority Investments
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 Our investment focus is significant minority investments in growing middle market Emerging Asia companies Will discuss in greater detail in upcoming slides, but to give you an overview: Emerging Asia continues to be the area to invest in and we are uniquely diversified through this region Our focus on growing middle market companies is also unique. This target market offers the most attractive growth and value stories, particularly in Emerging Asia We target companies with strong and successful entrepreneurs who own a controlling stake. We invest not only in growing companies but also in strong management teams. Emerging Asia is rich with family businesses looking for growth capital to catapult them to the next level. 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 15

16 Capitalize on Strong Growth in Asia
Continued strong growth from Asian economies – particularly in our focused areas of China, India, South East Asia, and Australia Strong emerging middle class driving domestic consumption Rapid urbanization with significant infrastructure building Source: IMF and SE Asian basket consists of 7 countries (Singapore, Indonesia, Philippines, Thailand, Malaysia, Vietnam, and Cambodia), Pan Asian basket consists of 10 countries (Singapore, Indonesia, Philippines, Thailand, Malaysia, Vietnam, Cambodia, China, India, and Australia), Western Europe consists of 9 countries (Ireland, United Kingdom, Portugal, Spain, France, Belgium, Netherlands, Germany, and Italy). Emerging Asia continues to be dynamic, far exceeding the growth in the US and Europe The graph shows historical and projected (by the IMF) growth across key geographies China, India and Southeast Asia have driven and will continue to drive growth in Emerging Asia 16 16 16

17 Unique Growth Investment Opportunities
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 We believe the most attractive investments are in growing middle market companies We want management to own controlling stake and be highly motivated to drive growth while we collaborate and complement their team This makes us unique and we are experienced active investment managers Less efficient capital markets for our target investee companies provides attractive valuations Unique Growth Investment Opportunities 17 17 17

18 Team Focused on Maximizing Returns Whilst Minimizing Risk
Entrepreneur Led Management Team 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 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 Tembusu is highly focused on maximizing returns for investors while managing risk Tembusu’s General Partners committed significant capital towards TGF 1, demonstrating their confidence in the fund The General Partners are expected to have significant “skin in the game” in TGF 2 as well To protect our investors and manage risk, Tembusu structures its investments with carefully tailored legal agreements, utilizing our strong team of former bankers and accountants Finally, Tembusu is highly investor friendly, with detailed quarterly portfolio reviews; website access for investors; and access to senior management We do not reinvest proceeds from portfolio divestitures but rather redistribute to investors 18 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) Tembusu’s investments are protected by well structured legal agreements As you can see, we structure our investments in a variety of vehicles Structures are carefully crafted for protection, depending on the specific investment For example, we have structured performance guarantees which, if unmet, allow us to clawback more shares to increase our ownership stake Also, we often include put options that allow us to exit at an agreed upon IRR, if certain conditions are unmet, such as no IPO or trade sale within a specified period 19 19

20 Investment Selection 20

21 Investment Criteria High Growth and Scalable Companies
Tembusu Can Enhance Value Through Active Sponsorship Targeted Industry Focus Proprietary Deal Sourcing On this slide, we layout our key investment criteria While not exhaustive, these five factors are critical in our evaluation of potential investments By focusing on these value drivers, we are able to maximize value creation Companies Have Exit Visibility and Feasibility 21 21

22 Aggressive Growth Capital Investments
TGF II’s Focus Company Value Time Business Plan Venture Capital Growth Expansion TGF II Exit Globally Competitive Enterprise 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 We are active investors of growth capital Our founders have over 90 years of entrepreneurial experience and have achieved success in building franchises With their stewardship, Tembusu invests growth capital in entrepreneur-led companies We work closely with our portfolio companies in all key areas, including business development, financial controls, operations and strategy, as required Further, depending on the investment, we often have board representation so that we are able to provide active leadership 22 22

23 Sector Focus Emphasis on core sectors where Tembusu has operating and investment expertise: Sector Experience Natural Resources & Oil Services GP is Chairman of a listed offshore & marine services provider Another GP founded a leading oil & gas services company Existing investment in TGF I Clean Energy Exited investment in TGF I Infrastructure Engineering Existing investments in TGF I Technology, Infocomm & Media Education GP founded and built a multi billion dollar education conglomerate with operations in China and SE Asia Exited Investment in TGF I Healthcare & Biotechnology IC member was a Senior Government Official in the Health Ministry Our investments are focused on the sectors highlighted on the slide These industries are ones in which we have had experience either through Tembusu investments or through our General Partners’ businesses Further, these industries are critical in driving the economic growth of Emerging Asia 23 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: Industry Company Description Investment Stage Location Consumer Healthcare Water Filtration SEED South East Asia Information Technology Job Search Portal Growth Technology Data Storage Asia-Pacific Bio Technology Pharmaceutical Intermediaries China One of our key selling points is our access to proprietary investments Most of our current portfolio investments were proprietary as we did not go through an auction process On this slide we show a sample of our current investment pipeline for TGF 1 Our investment period for TGF 1 will end at year end 2010 – we extended the investment period by one year given the financial crisis 24 24 24

25 Track Record 25

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 Chairman) 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 three investment exits and three liquidity events since inception Achieved IRR of 38% from first investment exit in July 2009 and 72% IRR from third investment exit in September 2010 Three TGF I portfolio companies expected to list on Hong Kong, Malaysia and Australian exchanges during the next six months Some Background on Tembusu’s 1st Fund – TGF 1 1st fund was S$100m, of which the 4 GPs contributed nearly S$50m The focus of TGF 2 will be similar TGF 1 As you can see in the bottom box, we have had two exits and expect to make several more exits during the next 12 months, depending on both IPO and M&A market conditions 26 26 26

27 TGF I – Portfolio Segmentation
Segmentation by Industry Segmentation by Geography Investment Breakdown for TGF 1 On this slide we show a breakdown of our first fund investments by industry and geography Our Singapore investments typically have much of their business in China through manufacturing and trade 27 27

28 TGF I – Portfolio Companies
TTMI Metals Recycling Malaysia Dec 2006 VDH Energy Biodiesel Singapore Apr 2007 Hongwei Synthetic Textiles China Apr 2007 ACTAtek Biometric Security Singapore Jun 2007 Infinite Frameworks Media Post-Production Singapore Jun 2007 Artivision Technologies Technology Singapore Jul 2007 Standard Water Water Treatment China Aug 2007 Tongji Environment Water Treatment China Oct 2007 GlobalRoam Internet Telephony Singapore Oct 2007 China Dredging Offshore & Marine China Nov 2007 Ying Tai Biotechnology Bio-Pharmaceutical China Nov 2007 Sports Asia Sports Apparel China Feb 2008 Tangshan Ganglu Steel Manufacturing China Feb 2008 Cherie Hearts Early Education Singapore Jan 2009 Silver City Minerals Mineral Exploration Australia Nov 2009 This slide shows tombstones for each of our 15 investments in TGF 1 28 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% Successful exit – VDH Energy We exited VDH Energy, a biodiesel company based in Singapore, in June 2009 Our investment was in a convertible loan structure, and we converted to shares in October 2007 We exited through a block trade and achieved a 38% IRR 29 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$7 million in the Company through a combination of convertible loans, common equity, and collateral provision in October 2007 for an effective stake of 27.6% 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$8.5 million Investment period: Oct 07 – Jun 10 (2 years 8 months) Return multiple: 1.2x Investment IRR: 8.5% Read off slide 30 30

31 Investment Exit – Cherie Hearts
Cherie Hearts Group International Pte Ltd is a childcare centre engaged in the provision of early childhood education with over 65 centres in Singapore. Tembusu invested S$3 million in the Company through a loan with detachable warrants in January 2009. In September 2010, Tembusu exited the investment via a negotiated management buyout. Investment period: Jan 09 – Sep 10 (1 year 9 months) Investment IRR: 72% Read off slide 31 31

32 Other Details 32

33 Contact Us Conclusion Thank you for your time!
Beijing 1513 Zhejiang Tower, Anzhen Xili (North 3rd Ring Rd) Chaoyang District, Beiijng , China t: (86) f: (86) m: (86) m: (86) United Kingdom 120 West Heath Road London NW3 7TX t: (44) (0) Nanjing (China HQ) 23F Huijie Plaza, 268 Zhongshan Road, Nanjing , China t: (86) f: (86) Shanghai Office 1001, Hong Kong Plaza, 283 Huai Hai Road Central, Shanghai , China t: (86) f: (86) Singapore (Head Office) 3 Phillip Street #08-04 Commerce Point Singapore t: (65)   f: (65) e: Conclusion Thank you for your time! I would be happy to answer any questions you have Australia & New Zealand c/o 155 Queen Street Auckland, New Zealand t: (64)

34 Appendix A: Biographies

35 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 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 In 1988, he became the Acting Minister for Health and became full Minister in 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. 35

36 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. 36

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