Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions

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Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
STRICTLY PRIVATE & CONFIDENTIAL

Company Presentation
INVESTMENT ADVISORY SERVICES
Cross border Mergers & Acquisitions
Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
FOUNDER & MANAGEMENT

                                     Patrick Becker was born in Germany and is Senior International Investment
                                     Advisor and founder/CEO of Bexuco Investment Consulting Co., Ltd.
                                     Mr. Becker studied International Business & Economy in Reutlingen (Germany)
                                     and Reims (France). He worked in leading corporations such as Ford, Peugeot,
                                     Total, ELF and had international assignments in France, Germany, UK, USA,
                                     Singapore, Hong Kong and China.

                                     From 1988 to 1998, he has held positions as Sales & Marketing Director, Vice
                                     President European Operations, General Manager Asia-Pacific. In 1990, he
                                     obtained a prestigious European Business Award for his work in “Integrated
                                     Business Strategies”.

Patrick Becker                       Since 1998, he is working as Senior Business Consultant in China, where he has
CEO & Founder Bexuco Limited         successfully accomplished a large number of business operations for domestic
BBA, DESC, Dipl. Betriebswirt (FH)   and international companies. Now he is taking advantages of his unique
                                     cultural background and his exceptional international business experience, to
Office:   +86 (0)21 33552128
Mobile:   +86 18801813318
                                     help both Chinese and international companies to achieve their ambitious
Email:     becker@bexuco.com         business and M&A objectives.

                                                Strictly Private & Confidential
Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
Strictly Private & Confidential
Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
COMPANY OVERVIEW

 BEXUCO is a M&A Investment Advisory firm
 that was founded on the principles of
 commitment, integrity and Client devotion.

                                                                          Shanghai, PRC
 Originally founded 2010 in Hong Kong,
 BEXUCO has since successfully provided its
 clients with professional investment and         Hong Kong, SAR
 management advice.

 In 2011 BEXUCO Investment Consulting Co.,
 Ltd., started its operation in Shanghai and
 has since then opened subsidiaries in
 Germany and Italy. Other international                                Frankfurt, Germany
 subsidiaries are in planning for 2018.

 In 2017 YAMADA BUSINESS CONSULTING               Cremona, Italy
 (Japan) became a shareholder of BEXUCO
 offering additional service expertise and
 own offices across Japan and Asia.

                                     Strictly Private & Confidential
Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
YAMADA GROUP

BEXUCO (part of the YAMADA Group) with over 1,700 employees handles
domestic & overseas expansion needs of Mid-Cap companies.

                                    YAMADA Group
           Yamada & Partners      Number of employees: 1,700
             Certified Public
           Tax Accountants Co.

                                           JASDAQ Listed(4792)
                                                                   M&A Advisory

                                 Strictly Private & Confidential
Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
GLOBAL OFFICES

 YAMADA Group and BEXUCO have offices all over the world to support our
 clients with international business expansion and cross-border M&A.

                                                                       Germany
                                                        France
                               USA(NYC)                                  Italy                                          Korea
            USA(LA)
                                                                                                                                     Japan
                                                                                                               China
                                                                                 Israel
                                                                                                     India               Hong Kong
                                                                                                             Thailand
                                                                                                                        Vietnam
                                                                                                        Malaysia
                                                                                                                        Singapore

                                                                                                                        Indonesia

                  YAMADA Business Consulting Co., Ltd.: Japan, China, Singapore, Thailand

                  Yamada & Partners Certified Public Tax Accountants‘ Co., :Japan, China, Singapore, Vietnam, USA

                  Spire Research & Consulting Pte Ltd: Japan, China, Korea, Singapore, India, Malaysia, Indonesia

                  BEXUCO Limited: China, Hong Kong, Germany, Italy, France (2018)

         Other related Group companies: Israel, Japan, USA

                                                        Strictly Private & Confidential
Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
SPECIALIZED SERVICES

BEXUCO Investment Consulting Co., Ltd.

Cross-border and International M&A Advisory                          Investment and Business Consulting
• International Acquisition and Investor Search                      • International Investment Consulting Services
• M&A Project Management                                             • Cooperation Partner Search and Structuring
• Assessment and Valuation                                           • Restructuring, Dissolution and Liquidation
• M&A Business and Legal Due Diligence                               • Post-acquisition/Merger Advisory
• Transaction Structuring and Negotiations                           • Financing: Capital Market Access
• Business Succession Consulting (Europe)                            • Legal Assistance: Company Formation and Joint-venture

YAMADA Consulting Group Co., Ltd.

 YAMADA Business Consulting Co., Ltd.                                SPIRE Research and Consulting Pte. Ltd.

 •   Sustained Growth Consulting                                     •   Market Environment Research in Emerging Markets
 •   Business Revitalization                                         •   Market Sizing and Feasibility
 •   M&A Consulting                                                  •   Supply Chain and Value Chain Analysis
 •   Business Succession Consulting (Japan)                          •   Consumer and Retail Research
 •   Business Overseas Consulting                                    •   Purchase Behavior Analysis

YAMADA & Partners                                                    YUSEI Audit & Co.
 •   Business Succession Consulting                                  •   Audit
 •   Tax Advisory and Tax/Financial Consulting Services              •   IPO Support
 •   Management Consulting                                           •   IFRS Implementation Services
 •   M&A Services                                                    •   Public Sector Accounting/ Consulting
 •   Consulting on Organizational Restructuring                      •   Analysis and Investigation of Foreign Markets
 •   Support for Publicly Traded Firms                               •   Due Diligence
 •   International Business Consulting                               •   System and Security Consulting

                                                     Strictly Private & Confidential
Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
A STRONG PARTNER

 Unlike other M&A advisory firms, BEXUCO has accumulated strong European
 resources and a wealth of experience. In the shortest possible time we can
 help Clients to enter M&A negotiations, significantly reducing the risks,
 reducing costs and achieving better corporate strategic goals.

 Understanding and managing
 the language and cultural barriers
 in different countries is one of our
 key advantages.

                                  Strictly Private & Confidential
Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
OUR M&A SERVICES

  Sell-side & Buy-side
  n For sell-side mandates our support comprises all aspects of a transaction:
    •    preparation of the transaction through an initial analysis of the target
    •    identification and confidential approach of potential investors
    •    determination of optimal transaction structure
    •    determination of optimal sale's strategy
    •    preparation of all relevant sale's documents for potential investors
    •    development of a investment plan
    •    valuation
    •    preparation and coordination of the due diligence
    •    support in negotiations
    •    support until closing
  n For buy-side mandates we are supporting our clients from
        the intention to buy until closing:
    •    identification and confidential approach of potential targets
    •    valuation of the target
    •    tactical advice
    •    coordination of due diligence
    •    support during negotiations and advice on SPA structuring
    •    support until closing

                                              Strictly Private & Confidential
PROFILE

BEXUCO is a Corporate and M&A Investment Advisory firm that was founded on the principles of commitment,
integrity and Client devotion.
Originally founded in April 2010 in Hong Kong, BEXUCO has since successfully provided its clients with
professional investment and management advice, and supported significant business transactions. In 2011
BEXUCO Investment Consulting Co., Ltd., a fully licensed wholly-foreign-owned subsidiary started its operation in
Shanghai, reinforcing the scope and depth of services and the knowledge-base offered to our clients. Our
Shanghai-based subsidiary gives us advantages over many other international M&A advisors, which operate
their China M&A businesses from outside mainland China or through rep offices or JVs in Mainland China.

n We advise our national and international clients on all aspects of
  the sale or acquisition of companies as well as on restructurings
  and reorganizations.
n We provide “tailor-made” solutions for each client and project by
  bundling the specific competencies, the long-lasting international
  transaction experience, the ideas and the network of our partners
  and employees.
n We are a team of experienced M&A advisers and management
  consultants with relevant experience, operating across China from
  our office in Shanghai.
n We have associated partners in Europe and other continents to
  make sure we have on-going dialog with the relevant investor
  community.
n We co-operate with major global and regional investment banks,
  private equity investors and legal advisors.

                                             Strictly Private & Confidential
M&A SERVICES

     §   Acquisition Search
     §   Assessment & Valuations
     §   Due Diligence
     §   Negotiations & Contracts
     §   Integration

Cross border M&A activities are increasing strongly. A professional advisor in the M&A field
between China and Europe is more than ever in great demand. Using our expertise and
resources, we can identify potential targets not currently in the market, allowing buyers to
pursue those businesses that most closely match desired objectives.

We partner with you to provide strategic expertise and information you can rely on. Bexuco
acts as advisor and collaborator and is actively involved in every aspect of the transaction.

                                     Strictly Private & Confidential
SUCCESSFUL COOPERATION

 Solid understanding und implementation of our client’s vision

                                                                Bexuco                         M&A
                          Focus
                                                               Snapshot                      Roadmap

       Kick off                         Assignment                         Strategy                           Imple-
       meeting                                                             dialogue                          mentation

   § Clear focus previously to the assignment: What are the goals for the cooperation? What can M&A contribute to further
       growth? Where can BEXUCO support? Agreement regarding the framework of the cooperation.

   •   Structured preparation on strategy : Discussion of the snapshot based on initial exchange of information:
        dedicated external M&A view built on the existing knowledge and the strategic propositions of the company.
        The goal is a mutual prioritization of possible M&A actions and how they could support the client best.

   •   Possibilities to cooperate during the implementation:

          1. Start of a structured Buying or Selling process
          2. Targeted and anonymous approach of one or more selected target companies
          3. Support during the M&A process (milestones, process management etc.)

                                                   Strictly Private & Confidential
BUY SIDE PROCESS

   Tailor made and step by step we carve out the best fitting partner available
                                             Phase I                                                              Phase II

                                                                                                                                                           Integration
    Preparation,                          Potential Partner                                                                                 Signing/
                                                                 Approach              Indicative Offer     Due Diligence
      Analysis                                Search                                                                                        Closing

                                   Regular status-updates und coordination of the „next steps“ with the client

  o Matching the                          o Compiling of a    o Contact                o Management         o Negotiation LOI o Final negotiations

                                                                                                                                                          o Team Planning
    M&A strategy                            longlist            potential partners       Meetings
                                                                                                            o Due Diligence           o Signing/Closing
  o Setting of the                        o Selecting the       anonymously       o Collect and               (DD)
    search criteria                         shortlist         o Reporting serving   analyse
                                                                                                            o Preparation of
                                                                as a basis for      information
  o Planning the                                                                                              indicative offers
    transaction                                                 a narrowed        o Formulate and
                                                                selection                                   o M&A-Process:
                                                                                    place an offer
  o Fix Strategy:
                                                              o Decision matrix     (LOI)

                                                                   25                    3-5                1-2           Best partner
                                                              Approach        On-sight visit & inspection   MoU
                      Number of Targets

                                                                                                             Start DD & negotiations only
                                                                                                             with partners with a high transaction
                                                                                                             Possibility of closing:
                                                                                                             Minimize the DD-costs
                                                        LONGLIST        SHORTLIST

                                                                        Strictly Private & Confidential
M&A ADVISORY STEPS

Advisory Process Steps
BEXUCO executes full advisory services during M&A
negotiation processes offering the following services:

      Development of               Approach of Potential
      Strategy                     Investors/Targets

       Preliminary Market            Visits to the
       Readings                      Operations

       Business Valuation            Preliminary Offering             Due Diligence
                                     (Non-Binding)

       Information                                                    Contracts and
                                     Negotiation
       Memorandum                                                     Final Negotiation

       Definition of Potential
       Investors/Targets
                                     Structuring                      Closing

                                    Strictly Private & Confidential
OVER 100 EXCLUSIVE INVESTMENT/
JOINT-VENTURE PROJECTS

§ Robotics & Automatization > 40 projects
§ Automotive Sector                12 projects
§ Health Care/Medical Devices 6 projects
§ Environmental Technology           5 projects
§ Chemical Industry                  6 projects
§ Food & Beverage                    3 projects
§ Other Hi-Tech Sectors         > 50 projects

                          Strictly Private & Confidential
2013 CHINA M&A AWARD

Patrick Becker and its firm BEXUCO (Shanghai)
Investment Consulting Co.,Ltd obtained the 2013
“China M&A Advisor Award” by the China Mergers
and Acquisitions Association (CMAA) in Beijing.

            并购顾问奖
            Patrick Becker

                             Strictly Private & Confidential
M&A CASE STUDY

Sundiro Holdings (China) and Sanlorenzo Spa )Italy) M&A
transactions - Bexuco led the M&A and financial advice for Sundiro
using its expertise in cross border Chinese-European M&A deals.
Mr. Xhuhong Zhao, the chairman of Sundiro, highly praised Sundiro's
advisor Bexuco that demonstrated great experience and efforts in
structuring and executing such overseas transactions. Mr. Xhuhong
Zhao added that Sundiro saved time as well as costs, which were key
factors to a successful completion of the Sanlorenzo was founded in
1958 and has developed to the world s second largest yacht
manufacturer for large sized yachts. Parties agreed to build up a joint
venture in China, located in Hainan, for production of yachts smaller
than 66 feet. Besides the participation in joint ventures for distribution
Sundiro has invested over USD 20 million in the Italian company
Sanlorenzo Spa becoming shareholder of San Lorenzo with a stake of
about 22% in the company. After setting up the joint venture in China,
the estimated annual output of 35 to 66 feet luxury yachts is 250 for an
approximate sales value of 1.5 billion RMB (about USD 200 million).

                                                                                      CLOSING
                                                                                      OCT 2013

                                                    Strictly Private & Confidential
M&A CASE STUDY

EFORT Intelligent Equipment Co., Ltd. (China) and EVOLUT
Spa (Italy) M&A transaction - BEXUCO led the M&A advice for
EFORT using its expertise in cross border Chinese-European M&A
deals. EFORT was founded on August, 2007 and its registered capital is
Euro 30 million. Since the foundation, EFORT invest nearly Euro 12.4
million to research and develop the industrial robots. EFORT has two
division, one is for industrial robot, the other is for the turn-key solution
and system integration.

After the acquisition of CMA, EFORT is further increasing its technical
expertise and global network with the majority acquisition of Evolut, one
the European leader in industrial robotic application integration.

Parties also agreed to build up immediately a joint venture in China
located in Wuhu, Anhui.

                                                                                       CLOSING
                                                                                       JAN 2016

                                                     Strictly Private & Confidential
M&A CASE STUDY

EFORT Intelligent Equipment Co., Ltd. (China) and O.L.C.I.
Group M&A transaction - BEXUCO led the M&A advice for the
acquisition of the multi-national O.L.C.I. group including operations in
Italy, Poland, India and Brazil using its expertise in cross border Chinese-
International M&A deals.

The O.L.C.I. group includes O.L.C.I. ENGINEERING ITALY, O.L.C.I.
ENGINEERING INDIA, AUTOROBOT – STREFA POLAND and GME
BRAZIL with a total turnover of over 200 million EURO. The group is one
of the leading companies in the world in the field of turnkey production
solution for the automotive, railway and aeronautic industry.

The acquisition has reinforced EFORT’s division of turn-key solution and
system integration. With this acquisition, EFORT is further increasing its
technical expertise and global network and has become not only the
leader in turnkey production solution in China, but takes a leading
position in the world.

Details on the deal structure and financials are kept confidential.

                                                                                       CLOSING
                                                                                       AUG 2017

                                                     Strictly Private & Confidential
M&A CASE STUDY

O.L.C.I. ENGINEERING ITALY has been working for the automotive industry
for over 20 years and today is one of the leading company in the field of
turnkey production solution. Since 2015 the company has also accumulated
leading know-how in turnkey production solution for the railway industry
offering it services to the major railway manufacturers.

The O.L.C.I. GROUP is working for all major automotive groups: VAG
(VOLKSWAGEN & AUDI), BMW, DAIMLER-BENZ, FORD, GENERAL
MOTORS, PSA (PEUGEOT & CITROEN), RENAULT, FIAT-CHRYSLER
(FIAT, LANCIA, MASERATI, …), IVECO, and many others.

AUTOROBOT - STREFA established in 1993 in Poland is a world leader for
turnkey car body welding lines: from a feasibility study to the erection, including
the mechanical construction, hardware & software, and robot programming
services. Since that time, we have created a strong presence in the design and
manufacturing services for the European and American markets for leading
brands in the automotive industry.

                                                                                       CLOSING
                                                                                       SEPT 2017

                                                     Strictly Private & Confidential
M&A CASE STUDY

GME is a leading process engineering company in Brazil with
great expertise in developing turnkey projects for automotive
body lines and aerospace.

GME is able to create the most innovative engineering
solutions. New product developments and solutions have made
GME one of the leading suppliers of automotive manufacturing
and aerospace engineering in South America with clients such
as AIRBUS, EMBRAER, SOBRAER, EUROCOPTER, etc.

The high level of technology and the global sales of the
acquisition of this group of companies are allowing to achieve
substantial growth rapidly.

                                                                               CLOSING
                                                                               SEPT 2017

                                             Strictly Private & Confidential
FOUNDER OF MAJOR CHINA
M&A EVENTS

                                                    2014 Shanghai Funding Conference   2015 Shanghai Funding Conference

     2013 Shanghai Funding Conference

                                                    2013 Shanghai Funding Conference        2013 China M&A Summit

     2014 Shanghai Funding Conference                2011海外投资并购项目洽谈会                   Business & Event Partnership with UAE

                                        Strictly Private & Confidential
YOUR PARTNER FOR M&A

                 Strictly Private & Confidential
CONTACT US

贝旭科 (上海) 投资咨询有限公司
Bexuco (Shanghai) Investment Consulting Co.,Ltd.
                                                                   中国/China:
                                                                   上海市浦东新区陆家嘴环路1000号 恒生银行
                                                                   大厦13楼1343室
                                                                   #1343, 13F, Heng Sheng Bank Tower, 1000
                                                                   Lujiazui Ring Road, Pudong New Area, Shanghai
                                                                   200120, P.R. China
                                                                   上海市松江区方泗路18号1号楼907室 9/F, Unit
                                                                   907, Building 1, No.18 Fangsi Road,
                                                                   Songjiang District, Shanghai, 201606, P.R. China
                                                                   Web: www.bexuco.com
南欧/Southern Europe
BEXUCO ITALIA SRL
Via M. Maffi 12                  北欧/Northern Europe
26100 Cremona –Italy             BEXUCO DEUTSCHLAND GMBH
Tel. +39 (0) 372-450827          Tower 185, Friedrich-Ebert-Anlage 35-37
Mob. +39 328 4252691             Frankfurt am Main, Germany
antonio.pozzari@bexuco.com       Tel: +49 (0) 69-505047-168
laura.razio@bexuco.com           andreas.becker@bexuco.com

                                 Strictly Private & Confidential
KEY ADVISORS

Antonio Pozzari Managing Director, Bexuco Italy

Biography:
Antonio Pozzari is Senior International Investment Advisor and serves as Managing Director of
European operation of Bexuco. He founded BPS International in 1992 and acted as director
since today. Mr. Pozzari was born in Italy and worked for international corporations with
international assignments in Brasil, Iran, India and MENA Countries. From 1992 to 1998, he has
introduced more than 50 companies in the Iranian Market. He is involved in business startups,
joint ventures, investments and acquisitions.

Age: 57
Education: University Sacri Cordi, Italy (Diploma)

                                   Laura Razio Senior M&A Advisor, Bexuco Italy

                                   Biography:
                                   Laura Razio is an Senior Accountant Advisor and serves as freelance several Italian and
                                   International Corporations. From 2015 she is partner of BPS International whit regard the
                                   financial division.
                                   She is involved in business startup, Joint Ventures, Investments and Acquisitions.

                                   Age: 41
                                   Education:
                                   Dipl. Finance, CPA, Luigi Bazzoli - Italy

                                                     Strictly Private & Confidential
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