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5/11/2012 Risk Solutions for a Complex World Presentation to Hong Kong Trade Development Council Delegation on Investigative Due Diligence in the PRC – Utilizing the Hong Kong Advantage ___________________________________________________________________________________________________________________________________ Steve Vickers, CEO, Steve Vickers & Associates Outline of Presentation 1. Introduction 2. About SVA 3. Hong Kong as the Trusted Centre for Due Diligence in PRC 4. Explanation of Investigative Due Diligence 5. Key Reference Points – IVDD 6. Basic Methodology 7. Questions & Answers The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 2 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. 1

5/11/2012 Risk Solutions for a Complex World Introduction 3 About SVA Steve Vickers & Associates (“SVA”) is a specialist risk consulting company. The company serves corporations, stock exchanges, financial institutions, investment banks, high net-worth individuals and insurance companies around the world. The company is led by Steve Vickers who has 36 years hands-on experience in the: business intelligence, due diligence, IPO due diligence as well as kidnap and ransom and other specialist risk areas. SVA are specialists in both M&A and Pre-IPO due diligence services with a focus on operational, regulatory and reputational risk factors in support of investigative due diligence. The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 4 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. 2

5/11/2012 Our Core Practice Areas Business Risk & Intelligence The Business Risk & Intelligence Group (“BRI”) of SVA has unique experience in supporting financial institutions, private equity funds, hedge funds, investment banks and others in conducting IPO Due Diligence, Investigative Due Diligence, Pre- Transactional Investigations, Political Risk Assessments and Employee Integrity and Screening. The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 5 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. Our Core Practice Areas Corporate & Financial Investigations The Corporate & Financial Investigative Group (“CFI”) of SVA has deep experience in conducting internal Corporate Investigations, Fraud Investigations, Financial Investigations, Asset Searches and Litigation Support on behalf of corporations, financial institutions, law firms and governments. The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 6 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. 3

5/11/2012 Our Core Practice Areas Security, Special Risk & Response The Security, Special Risk & Response Group (“SSR”) of SVA has an unparalleled track record in the discreet and effective handling of Corporate Security and Response Services. Our expertise encompasses Kidnap and Ransom Consulting, Response and Recovery services, Crisis Containment, Training/Contingency Planning, and Maritime Special Risk. The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 7 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. Risk Solutions for a Complex World Hong Kong as the Trusted Centre for Due Diligence in PRC 8 4

5/11/2012 Hong Kong as the Trused Centre for Due Diligence in PRC • Many firms from Europe have the intention to make PRC a major segment of business. • The PRC and Europe are poles apart in legal, cultural and practical terms. • Hong Kong sits at the gateway to the PRC and understands both sides of the Pacific. • Hong Kong’s legal system, government and communication hub makes dealing between Europe and the PRC much easier than a direct entry into mainland PRC. • Hong Kong based advisors and consultants operate to world class standards and are reliable and largely corruption free! The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 9 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. Risk Solutions for a Complex World Explanation of Investigative Due Diligence 10 5

5/11/2012 Explanation of Investigative Due Diligence What is Investigative Due Diligence? Not just examining spreadsheets, accounts and legal documentation BUT rather: closely examining people, and the reality of their organizations – a “real world” assessment. The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 11 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. Explanation of Investigative Due Diligence • Investigative due diligence (“IVDD”) is a critical part of any major transaction but is especially important in the PRC. • A huge amount of material is generated in support of deal documentation but much of this is often unverified, incomplete and on occasion downright misleading. • My goal is to provide a detailed understanding of the actual circumstances of a company and to highlight, at an early stage, any material or important issue, which might impact on a transaction. The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 12 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. 6

5/11/2012 Explanation of Investigative Due Diligence • Experience has shown that whilst detailed efforts are conducted by law firms and accountants into the information provided by companies, a wider, more holistic approach is beneficial in identifying practical or “off - balance sheet risk”. • SVA’s efforts complement professional services provided by lawyers and accountants and add a real world dimension. The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 13 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. Explanation of Investigative Due Diligence • IVDD conducted early in the process can save time, money and potential embarrassment, in that the investigative process will swiftly throw up key issues or potential “show stoppers”. • This can either facilitate a complete disengagement from the deal or help resolve these matters before they adversely impact the transaction. The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 14 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. 7

5/11/2012 Explanation of Investigative Due Diligence • The primary risk to a successful transaction is a failure to provide complete and full disclosure. • This is especially true in the PRC and other emerging markets. • Recent problems in the US with US-listed mainland firms, arise largely as a consequence of poor, or “in the box” due diligence leading to subsequent serious problems. The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 15 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. Risk Solutions for a Complex World Key Reference Points – IVDD 16 8

5/11/2012 Key Reference Points – IVDD Every transaction is slightly different in nature but in our experience the following aspects must be carefully studied in the IVDD exercise; especially in the PRC: • The “real” corporate structure, as distinct from that which may be listed in documentation • A snap shot of the operations on the ground and the business’ actual day -to-day activities • Comment from former employees, distributors, vendors and others • Industry reputation • The background of directors, managers and key advisors The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 17 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. Key Reference Points – IVDD • The integrity of key stakeholders • The litigation history of all the entities concerned • Relevant political issues – local and national • Labour or other social issues which might have potential impact on the transaction • Potential exposure under anti-corruption statutes, both international and local • Quality of accounting, governance and reporting • Key relationships The contents of this presentation are the proprietary intellectual property of Steve Vickers and Associates Limited 18 ("SVA") and should not be copied, circulated to other parties or otherwise used without SVA’s written permission. 9