STRICTLY PRIVATE AND CONFIDENTIAL Corporate Overview 1 Over 35 - PowerPoint PPT Presentation

STRICTLY PRIVATE AND CONFIDENTIAL Corporate Overview 1

Over 35 years experience and knowledge Morgan Jones and Partners amalgamates th e advisory expertise of Jones Consulting, founded in Switzerland in 1988, The Management Group, Incorporated in the United States in 1977, and the expertise arising out of engagements with other In depth predecessor companies in which its Partners were previously engaged, together with their wide array know-how of long standing business, legal, audit and accounting professional service alliances in Europe, the USA and Asia. By fusing the diverse expertise Global Industry of its Partners, evolved over a combined century, Alliances expertise with its wide business know-how and business alliances - spanning three diverse geographic regions - Morgan Jones and Partners create a bridge Family between China, the Americas’ and Europe. In-country Office knowledge Today Morgan Jones and Partners, with offices in Services Switzerland, the United States and China, boast over 100 firm and alliance-wide associates, assimilated in one harmonious energy force centred on a few select, exclusive Clients. Morgan Jones and Partners Confidential 2 2

A few of our prestigeous clients Our prestigeous client list includes Morgan Jones and Partners Confidential 3 3

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Shandong Rizhao Maritime Academy Confidential Morgan Jones and Partners 6

Morning Capital Group China National Petroleum Corporation Morgan Jones and Partners Confidential 7

DMG Media Morgan Jones and Partners Confidential 8

ETHER AG ETHER AG ETHER AG Beijing Industrial Promotion Bureau Morgan Jones and Partners Confidential 9

Corporate Solutions Morgan Jones believes in the science of strategy and that Summary this scientific approach is industry and institutional classification segment independent. We apply seasoned Research and identify suitable targets. reasoning in understanding our client’s current business and PrepareTeaser. Prepare and undertake approach. Submission of offer. Assist then undertake all of the requisite professional processes Acquisitions negotiations and advise on deal structure. and methods at our disposal to map a GROWTH Regulatory and tax advice; structuring and CAPITAL SOLUTION . Currently, we have in-house, domcile of Acquisition SPV (if applicable). and close working relationships with external, professional expertise in the following industries: Preparation of Teaser. Address select potential  Construction and infrastructure projects; acquirers. Preparation of placment documents. Divestitures  Transportation and Logistics; Management presentations. Liaison with legal  Business and Financial Services; counsel in drafting transaction documentation.  Heavy Industries; Assistance with deal structuring and closing.  Marketing and Media; Identify and assist negotiations with JV  Resort, Residential and Commercial Real Property; Joint Partner. Advice on equity structure and form.  Fashion, Consumer Goods, Retail, Food Service; Assistance with regulatory and licensing Ventures  Hospitality sector, hotel acquisition and management; applications. Liasion with legal and tax  Sports and Entertainment; counsel. Review, and where required register,  Agriculture; Intellectual Property.  Digital Technology; Private Placement or IPO. Strategic review of  Natural Resources – Mining; company‘s operations. Preparation of 5 year Capital  Telephone and Communications; Business Plan. Identify broker, placing agent;  Medical Healthcare, Pharmaceuticals and Biotech; Raising market; agree valuation/pricing. and Assistance with drafting of Information  Energy services, including renewable energy. Memorandum. Morgan Jones and Partners Confidential 10 10

Growth Capital Overview For a select number of client companies requiring capital to In-house management workshops. In depth, systematic 5 year Strategic implement well-defined growth market studies; leading to the preparation and Business Plan plans, Morgan Jones provide presentation of a 5-year Strategic Business Plan. tailored Growth Capital Advisory Assistance in drafting the Private Placement Offering Offering services, which are designed to Memorandum and other contractual documentation. If Memorandum an IPO is the preferred route, identify and work with maximize the immediate and or Prospectus the placing broker/dealer to identify the appropriate continued success of the client and market and prepare the Offering Prospectus. provide a prudent return to the Identify target If a private placement: Identify target investor groups groups and investor, and make approaches. For the event of an IPO, liaise make with the placing agent to identify qualified investors. approaches. These client companies will provide For private placements: Advice in respect of excellent investment opportunities negotiations, valuation advice and, if required, tax Negotations structuring. Assistance in respect of the transaction insofar as they possess a closing. Identify and obtain all requisite regulatory combination of proven products or approvals and licenses. services, sound management and Working with expert IP counsel; undertake a Intellectual comprehensive review of all client IP‘s and, where controls, and well structured Property required, make a filing in the relevant juridisctions. On- financial, marketing and business going monitoring of IP‘s for infringement. plans. Morgan Jones and Partners Confidential 11 11

Acquisitions Overview For a select number of client companies requiring capital to Review of Where a target has not been previously identitied by client‘s target implement well-defined growth MJP, undertake in-house discussions with clients‘ industries / management to agree industry segment, geographical plans, Morgan Jones provide markets location and price range.. tailored Growth Capital Advisory Identify Conduct detailed market research in the identified services, which are designed to appropriate industry sector. Consider the particular implications of a maximize the immediate and targets publicly traded target. continued success of the client and provide a prudent return to the Prepare teaser. Also give consideration to foreign investor, Prepare Teaser currency issues, acquisition structuring (SPV), and any regulatory and/or licensing requirements. These client companies will provide excellent investment opportunities Approaches to multiple Targets. Evaluate responses and Aproaches assist decision making process. Consideration of initial insofar as they possess a and final price ranges. combination of proven products or services, sound management and Assistance with the negotiation process, review and Assistance with opine on valuation proposals, structuring of the controls, and well structured negotiations / acquisition vehicle, tax and legal due diligence and financial, marketing and business structuring closing documentation. plans. Morgan Jones and Partners Confidential 12 12

Strategic Planning IN DEPTH EXPERIENCE IN THE PREPARATION OF COMPREHENSIVE 5-YEAR STRATEGIC PLANS Meetings with Board Members and Senior Executives These encompass corporate structuring, strategic policies, brand building and placement, Market Research. Detailed analysis of market planning and market Draft In depth analysis of Client‘s products or entry, capital raising (where PLAYBOOK competition and Services required) and 3-day senior markets management workshops and seminars, all culminating in the 3 day production of a tailored management “PLAYBOOK” as a final workshop product deliverable to the client. Delivery of final PLAYBOOK Morgan Jones and Partners Confidential 13 13

Market Research The Market Research Process Morgan Jones understands and appreciates the value of, and the disciplines which are required to be brought to bear in, mastering new 5. Evaluation of 1. Data Collection information. markets. The size, scope, depth, choice of distributor /and/or local partner and relevant distribution channels, branding (and brand building), international and local competition and unique nuances, structures and historical established platforms all have a profound 3. Analysis of impact on the speed and potential success of a Data market data. companies access a specific market. This is especially true when contemplating access to the large emerging markets such as China for Western industrialized goods, products, services and brands; and, conversely, for the emerging Chinese enterprises considering 2. Processing of 5. Client expansion into the global market place. market data. presentation. Morgan Jones offer a full range of new market and marketing research services in a wide variety of research categories and industries. Our core competencies are in the principal market research categories and, in particular, in the field of intellectual property rights . Morgan Jones and Partners Confidential 14 14