Lead Manager IPO OF JYG AUSTRALIA LTD January 2018 0
“JYG Australia aims to be the leading professional services firm in Australia focusing on Asian inbound capital. Taking a multidisciplinary approach, JYG Australia advises on transactions for Asian investors by providing them with high-quality accounting, legal and financial services. As part of its growth strategy, JYG Australia plans to incorporate deal origination capabilities.” 1
IPO-Capital Raising Offer 65,408,163 Shares on issue Pre IPO IPO Shares issued: 17,000,000 Subscription price: $0.20 Capital Raising amount: $3,400,000 Shares Issued to Vendors at IPO: 2,500,000 84,908,163 Post capital raise shares on issue: $16,981,633 Market Capitalisation @ 20c per share: 2
Introduction • The first “TST” entity (TST Accountancy Pty • The Company’s multidisciplinary model Ltd) was established in 1988. The entity maximises the value of each client. provided professional and taxation services to Melbourne’s growing Asian migrant community • In 2016 Shanghai-based private equity firm, – primarily from Hong Kong and south-east Jingyi Group Co Ltd committed to a $5mAUD Asia. strategic investment and a further $1mAUD to be raised from private investors. • In 2012 TST Partners Group transformed into a • multidisciplinary professional services firm with TST Partners Group Pty Ltd is a wholly owned an increased focus on cross-border, subsidiary of JYG Australia Ltd. investment-related business advisory services • through the formation of TST Capital. The Company will undertake acquisitions of complementary practices to enhance size, • The Company continues to service both SMEs expand its Asian presence and enter new and UHNWI clients with many second and third business segments. generation Australian clients. 3
Pro-Forma Consolidated Statement of Profit or Loss 4
PRE-IPO & IPO Acquisitions Acquisition Completion Vendor Purchasing entity Asset description Status cost date TST Partners Pty Ltd TST Partners Accountants Pty Ltd Business goodwill & assets Scrip for scrip Completed 1/09/2017 Connect Audit & Assurance Pty Ltd TST Audit & Assurance Pty Ltd Business goodwill & assets $800,000 Contract IPO Linxcorp Australia Pty Ltd TST Partners Accountants Pty Ltd Business goodwill & assets $200,000 Contract IPO Baltazar & Ren Accounting TST Partners Accountants Pty Ltd Business goodwill & assets $1,500,000 Contract IPO SJ Accounting Services TST Partners Accountants Pty Ltd Business goodwill & assets $300,000 Contract IPO Rose Lawyers and Conveyancers TST Partners Lawyers Business goodwill & assets $500,000 Contract IPO 5
Group Entities ^ All subsidiaries will be wholly owned by TST Partners Group, except for TST Asset Management Pty Ltd where it will hold 51%. * Acquisition prior to or upon IPO # Upon completion of consolidation transactions 6
Organisation Chart 7
Service Model 8
Board of Directors & Company Secretary 9
David Turnbull has over 40 years’ experience in the legal and financial Francis Gu has been the Managing Director of the TST Partners Group of entities since 2009. He has over 14 years’ experience in services sectors including roles: • as corporate counsel for the Australian Industry Development the Australian accounting and finance industry. Prior to this, he was Corporation; employed worked with a boutique corporate finance firm working • with Australia’s major financial institutions. Mr Gu has been in investment banking at Elders Finance Group Ltd ; and • in consultancy at Corrs Chambers Westgarth. instrumental in transitioning the group from a suburban accounting His financial services experience includes preparing applications for firm to a multidisciplinary professional services group. Australian financial services licences and compliance programs, and Francis Lee Gu David Bryson Turnbull acting for foreign financial service providers. He holds a Bachelor of Commerce majoring in Finance from the Mr Turnbull is also experienced in private placements of securities, University of Melbourne and is a Member of the Institute of Public Managing Director/ Non-Executive Director setting up wholesale and registered managed investment schemes and Accountants. Chief Executive Director & Chairman general corporate and commercial work. He holds a Bachelor of Jurisprudence and a Bachelor of Laws from Monash University and is a barrister and solicitor of the Supreme Court of Victoria. Rod North has 25 years’ financial services experience. He is the Wai Liam Ng has been advising international and Chinese companies in founder and Managing Director of investor relations and public Hong Kong and China for the past decade. Before that, he worked for a relations firm, Bourse Communications. Mr North features regularly number of Hong Kong publicly-listed companies and Western as a business and investment commentator on numerous radio and multinationals in the Greater China region. TV programs. Mr Ng has served as Non-Executive Director of Stanfield Funds He contributes quarterly to the ASX Investor Newsletter and his Management Ltd (now Swift Networks Group Limited (ASX: SW1)) and three books, include the bestselling, Understanding the Investment Mariner Corporation Ltd (ASX: MCX). Clock – Your Road to Recovery. Mr Ng was educated in Australia and holds two degrees from Monash Wai Liam Ng Rod James North He is currently a Non-Executive Director of iBosses Corporation University, one in Engineering and the other in Business Information Limited (ASX: IB8) and Cosas United Limited. Systems. He speaks English, Cantonese, Mandarin, Malay and Non-Executive Director Non-Executive Director Mr North is a Fellow of FINSIA and a Fellow of the Australian Indonesian. Institute of Company Directors. 10
Chao Ding is an experienced banking and finance professional, having held senior executive positions with major Chinese investment banks. Most recently, he headed an international investment research and analysis division for the Bank of China International Holdings Limited. Mr Ding has also held senior positions with Changjiang Pension Insurance Co. Ltd, which manages over $600RMB billion of superannuation funds. Mr Ding graduated from Federation University Australia with a Bachelor of Business and Commerce. Chao Ding Non-Executive Director Justyn has over 10 years’ experience as a company secretary for ASX listed companies across a broad range of industries including the IT and telecommunications, biotechnology, agriculture, and JS mining and exploration sectors. He is currently the company secretary of several ASX listed companies including TBG Diagnostics Limited (ASX:TDL), Imugene Limited (ASX:IMU), Lifespot Health Limited (ASX:LSH), Golden Mile Resources Limited (ASX:G88), Wonhe Multimedia Commerce Limited (ASX:WMC) and Broo Limited (ASX:BEE). Mr Stedwell’s extensive education includes: Justyn Stedwell • Bachelor of Business and Commerce (Management and Economics) from Monash University; Company Secretary • Graduate Diploma of Accounting from Deakin University; (from Listing) • Graduate Diploma of Applied Corporate Governance from Governance Institute of Australia; and • Graduate Certificate of Applied Finance from Kaplan Professional. As at the Prospectus Date, Francis Gu is the company secretary of the Company. From Listing, the company secretary of the Company will be Justyn Stedwell. 11
Management Team 12
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