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Tembusu Growth Fund II. This document is for discussion purposes only and does not constitute an offering in any way or any jurisdiction. Reproduction.

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Presentation on theme: "Tembusu Growth Fund II. This document is for discussion purposes only and does not constitute an offering in any way or any jurisdiction. Reproduction."— Presentation transcript:

1 Tembusu Growth Fund II

2 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. Disclaimer 2

3 Tembusu Growth Fund II Table of Contents I.Executive Summary II.The Fund Manager – Tembusu Partners III.Investment Strategy IV.Investment Selection V.Track Record VI.Other Details VII.Appendix A: Biographies 4 8 14 20 25 32 34 3

4 Executive Summary

5 Tembusu Growth Fund II Executive Summary 5 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 Tembusu Growth Fund I (TGF I): S$100 MM Pan Asia growth capital fund Nanjing Growth Fund: US$80 MM China growth capital fund 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 Singapore Private Equity Manager Established In 2006 S$210 MM Assets Under Management Over Two Funds Raising S$300 MM For Tembusu Growth Fund II (TGF II)

6 Tembusu Growth Fund II 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 1 - 3 : 2.00% Year 4 - 5 : 1.75% Year 6 - 7 : 1.50% Investment Period 3 years from Initial Closing Charter Life (years) 5 + 1 + 1 Tax and other benefits Qualified for zero-rated tax incentive under EDB S13H Scheme for Funds 66

7 Tembusu Growth Fund II 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 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% Fund Allocation by Size 7 *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 Tembusu Growth Fund II The Fund Manager – Tembusu Partners

9 Tembusu Growth Fund II Tembusu Partners Timeline 99 * Appointed as exclusive distributor for China Capital Impetus Fund for Singapore Incorporation of Tembusu Partners Limited Successful launch of S$100 MM TGF I 2007 Investments: TTMI VDH Energy Hongwei ACTAtek Infinite Frameworks Artivision Technologies Standard Water Tongji Environment Global Roam China Dredging Ying Tai Biotechnology 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 200720092010 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 2008

10 Tembusu Growth Fund II The Tembusu Value Add 10 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

11 Tembusu Growth Fund II Organizational Structure International Board of Advisors Management Team Investment Committee 11 Investment Team (China) Investment Team (Singapore) Administrative & Accounts Team

12 Tembusu Growth Fund II *other Investment Committee members and Advisors to be confirmed Principal Investment Committee and International Board of Advisors Chairman, Nanyang Executive Program, Nanyang Business School, Singapore Honorary Professor, Faculty of Management, Xiamen University, China IC MEMBER EXPERIENCE Professor Wee Chow Hou Sheik Faisal Al-Thani Chairman, Namma Real Estate Company Chairman, Qatar National Export Import Company Deputy General Manager, and Qatar Petroleums Representative at Anadarko Qatar Energy Board of Advisors Chairman, Tembusu Partners Pte Ltd Chairman, MoneyWorld Asia Chairman, Viking Offshore and Marine Honorary Consul, Republic of Lithuania Andy Lim IC Member Yeo Cheow Tong 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 Board of Advisors 12

13 Tembusu Growth Fund II 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 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. 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 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 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 13

14 Tembusu Growth Fund II Investment Strategy

15 Tembusu Growth Fund II Fund Focused on Emerging Asia Middle Market Through Significant Minority Investments 15 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 Emerging Asia 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 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 Middle Market Significant Minority Investments

16 Tembusu Growth Fund II 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 16 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).

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

18 Tembusu Growth Fund II Team Focused on Maximizing Returns Whilst Minimizing Risk 18 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 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 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 Aggressive Deal Structures Attractive Fund Structure

19 Tembusu Growth Fund II Aggressive Deal Structures 19 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 carefully and aggressively structures our investments in order to maximize returns, while limiting our downside risk

20 Tembusu Growth Fund II Investment Selection

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

22 Tembusu Growth Fund II 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 22 Company Value Venture Capital Business Plan TGF II ExitGrowth Expansion Globally Competitive Enterprise Time TGF IIs Focus 22

23 Tembusu Growth Fund II Sector Focus Emphasis on core sectors where Tembusu has operating and investment expertise: 23 SectorExperience 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 Existing investments in TGF I 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 Existing investment in TGF I

24 Tembusu Growth Fund II Proven Proprietary Deal Sourcing Ability 24 Industry Company Description Investment StageLocation Consumer HealthcareWater FiltrationSEEDSouth East Asia Information TechnologyJob Search PortalGrowthSouth East Asia TechnologyData StorageGrowthAsia-Pacific Bio Technology Pharmaceutical Intermediaries GrowthChina Most investees in TGF I were proprietary investments Highly connected network of advisors Sample of potential investments under consideration:

25 Tembusu Growth Fund II Track Record

26 Tembusu Growth Fund II TGF I – Tembusu Partners Flagship Fund 26 Raised S$100 million from four general partners and 38 high net- worth individuals General Partners (including Chairman) committed approximately S$50 million TGF Is 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 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 Entrepreneur Driven Investees TGF I Raised S$100 Million Executed Successful Exits

27 Tembusu Growth Fund II TGF I – Portfolio Segmentation Segmentation by IndustrySegmentation by Geography 27

28 Tembusu Growth Fund II China Dredging Offshore & Marine China Nov 2007 GlobalRoam Internet Telephony Singapore Oct 2007 Tongji Environment Water Treatment China Oct 2007 Artivision Technologies Technology Singapore Jul 2007 TGF I – Portfolio Companies Standard Water Water Treatment China Aug 2007 Infinite Frameworks Media Post-Production Singapore Jun 2007 VDH Energy Biodiesel Singapore Apr 2007 Hongwei Synthetic Textiles China Apr 2007 ACTAtek Biometric Security Singapore Jun 2007 TTMI Metals Recycling Malaysia Dec 2006 Silver City Minerals Mineral Exploration Australia Nov 2009 Sports Asia Sports Apparel China Feb 2008 Tangshan Ganglu Steel Manufacturing China Feb 2008 Cherie Hearts Early Education Singapore Jan 2009 Ying Tai Biotechnology Bio-Pharmaceutical China Nov 2007 28

29 Tembusu Growth Fund II 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 Exchanges 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 Tembusu Growth Fund II 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% 30

31 Tembusu Growth Fund II 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% 31

32 Tembusu Growth Fund II Other Details

33 Tembusu Growth Fund II Contact Us United Kingdom 120 West Heath Road London NW3 7TX United Kingdom t: (44) (0) 20 8458 1947 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 Shanghai Office 1001, Hong Kong Plaza, 283 Huai Hai Road Central, Shanghai 200021, China t: (86) 21 6390 6123 f: (86) 21 6390 7306 Singapore (Head Office) 3 Phillip Street #08-04 Commerce Point Singapore 048693 t: (65) 6536 0578 f: (65) 6536 0576 e: Nanjing (China HQ) 23F Huijie Plaza, 268 Zhongshan Road, Nanjing 210008, China t: (86) 025 8319 1520 f: (86) 025 8319 2351 Australia & New Zealand c/o 155 Queen Street Auckland, New Zealand t: (64) 21 2828 988 33

34 Tembusu Growth Fund II Appendix A: Biographies

35 Tembusu Growth Fund II 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. 35

36 Tembusu Growth Fund II 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 Petroleums 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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