Censere

IntroductionCensere is a pan-Asian transaction support and strategic advisory group. Through a unique combination of valuation, forensic & investigations, research and advisory skills we assist clients in a range of activities such as:

* Equity Capital Market Transactions* Mergers & Acquisitions/Divestments* PE/Illiquid Asset Fund Management* Intellectual Property Commercialisation* Anti-Fraud, Anti-Corruption & Risk Advisory* Litigation Support/Expert Witness Reports* Fair Value Measurement/Tax Reporting* Insurance Management

Clients include multi-national corporations, banks, insurance companies, investment funds, financial advisers, audit firms and legal advisers - in fact, anyone who requires quality, independent advice.

Our capabilities include:

* Valuation and modelling of debt, equity and complex derivatives* Valuation of real estate, machinery, equipment and inventory* Valuation and transactional advice for IP and other intangibles* Commercial, technical, integrity and intellectual capital due diligence* Anti - fraud, corruption and money laundering investigations* Preparation of feasibility studies, business plans and information memoranda

Censere also has a wide footprint, with fifteen offices throughout Asia Pacific and working experience in almost every country across the region. We look forward to helping you achieve your objectives.

Our Services

In fulfilling the unique needs of each client, Censere combines the experience and skills of the partners and staff within our five operating divisions with the highly specialised industry knowledge available through our affiliate network. The specialised services offered by Censere are grouped as follows:

Financial Consulting Group• Business Valuation• Fairness and Independent Expert

Opinions• Purchase Price Allocations• Impairment Testing• ESOP/Financial Instrument Valuations• Forecasting/Financial Modelling• Business & Operational Due DiligenceForensics Group• Investigations• Forensic Accounting• Data Analytics• Fraud & Corruption Risk Management• Integrity Risk Advisory• Disputes• Investigation Due Diligence• Security Risk Advisory• Digital Forensics & e-Discovery• Regulatory Compliance Investigations

Intangibles Consulting Group• Valuation of Intangible Assets & IP• IC Appraisals/IC Reporting• Intellectual Property Portfolio

Analysis• Value Extraction Strategies• Royalty Rate StudiesTangibles Consulting Group• Real Estate Valuation•Machinery and Equipment

Valuation• Inventory Valuation• Tooling & Inventory Valuation• Technical Feasibility Studies• Operations/Maintenance Reviews

Research Group• Industry Sector Studies• Industry Monitoring• Commercial Intelligence Reports• Benchmarking Studies• Business Intelligence

Equity Capital MarketsCensere works with public companies and investment banks to facilitate initial public offerings and other related transactions, through:

Pre-IPO Restructuring ServicesValuation of group corporate entities for pre-IPO restructuring and tax reporting purposes.

Industry Research ReportInvestigation of the industry in which ListCo operates and preparation of an industry snapshot for inclusion in a prospectus.

Due Diligence ServicesBusiness, integrity, commercial and technical due diligence to enable sponsors to know their client, assess risks and present an accurate picture of ListCo.

Institutional Placement ValuationsIndependent business valuations of the ListCo in support of pre-IPO institutional or private placements.

Working Capital Adequacy StudiesUndertaking studies and issuing letters of comfort relating to whether a listing candidate has adequate working capital to fund its proposed operations during a stated period of time.

IPO ValuationsValuation of fixed assets or intellectual property which is material to the operations of the ListCo and inclusion of our report in the prospectus.

Connected Party/Disclosable Transaction ValuationsIndependent valuation of the assets or business being acquired by a public company. This would usually result in our report being incorporated into any resulting circular to shareholders.

Mergers & Acquisitions/Divestments

Censere offers a range of services which result in a comprehensive and compelling reason for clients to use us in M&A and divestment situations.

Strategic ValuationIdentification and valuation of key assets in a transaction. Whether it's specific intangible assets, an entire business or operating division, manufacturing assets or an investment property, Censere has the skills to define its value as part of a transaction.

Intellectual Capital AuditsCompanies with superior intellectual capital will generally enjoy much higher long term growth than their peers. An IC audit may be done by a vendor to showcase the true value of the business or by a buyer as a means of defining the true nature of the target.

Due Diligence ServicesCensere provides a range of due diligence services to assist both buyers and sellers. We focus on forward- looking aspects of the business through business, integrity, commercial and operational due diligence.

Industry ResearchOur research team are often called upon to prepare a snapshot of the industry in which a company operates in order to frame a potential transaction. This may extend to multiple market sectors and geographical areas or may be more focused.

Documentation & ModellingWe work with vendors to prepare financial forecasts and models, often combining this with our other services to culminate in the preparation of an information memorandum or private offer document.

Fairness & Independent Expert OpinionsOur financial valuation team is often called upon to undertake evaluations of the fairness of a transaction from the financial point of view and outline our findings either in internal reports or in reports to minority shareholders.

Intellectual Property Commercialisation

Working with a multi-disciplinary team, we assist our clients to commercialise intellectual property and manage IP portfolios.

Valuation of Intellectual Property and other Intangible Assets Valuation of trademarks, patents, licenses and other IP for a variety of purposes such as sale and purchase, IP financing and IP portfolio management.

Royalty Rate Determination StudiesDetermine appropriate royalty rates for licensing of IP based on market studies and licensee benefit analysis. This enables both parties to the license agreement to equitably share the benefits generated by the IP.

Value Extraction StrategiesExtract value by leveraging intellectual capital in acquisitions, mergers, joint ventures as well as develop effective strategies for strategic alliance through IPR licensing.

Intellectual Property Portfolio AnalysisDevelop a clear vision through review and analysis of the intellectual property portfolio and align these valuable assets to the company's business units and strategies so as to enhance shareholder value.

PE/Illiquid Funds Management

Censere works with Funds and LP's to ensure objective reporting and maximum efficiency in the management of private equity and illiquid asset funds.

Investment AnalysisBy combining our valuation, research and due diligence services, we offer a unique service to fund managers when they are trying to assess the investment potential of possible deals by augmenting their in-house investment analysis capability.

Portfolio ReviewWith greater emphasis on corporate governance, more and more fund managers are engaging independent valuers to review portfolio valuations and/or conduct completely independent assessments. Censere combines the role of review appraiser and independent valuer to develop solutions for fund managers.

Intellectual Capital AuditsCompanies which can be shown to possess superior intellectual capital will generally enjoy much higher long term growth than their peers. We provide IC audits to PE funds as a means of reducing long term risk and identifying hidden value. Based on the results of our IC audits, fund managers can make informed decisions about whether to retain or exit a particular investment.

Due Diligence ServicesCensere undertakes business, integrity, commercial, operational and technical due diligence. Such services are tailored to the specific circumstances of each transaction and the parties involved.

Industry ResearchOur research team is often called upon to prepare a snapshot of the industry in which a company operates in order to frame a potential transaction. This may extend to multiple market sectors and geographical areas or may be more focused.

Forensic Accounting, Disputes & Investigations

Investigations:Censere combine the skills of forensic accounting, financial investigation, interviewing, research, valuation, industry expertise, business intelligence, data analytics and computer forensics to conduct specialist investigations into:• Fraud and abuse• Accounts misstatement• Asset misappropriation• Intellectual property rights infringements• Bribery and corruption(US FCPA and UK Bribery Act)• Embezzlement• Conflicts of interest• Regulatory compliance

Integrity Risk Advisory:We help our clients develop, implement and evaluate:

• Fraud risk management programs• Ethics and responsible business practices• Investigation due diligence• Fraud health checks• Industry, country and process-specific fraud and integrity risk assessments• Whistleblowing hotlines and ethical reporting mechanisms and response• Training and communication• Internal anti-fraud controls, policy

and procedures

Censere's Forensics team assists clients in the following areas:

Disputes:Censere have wide-ranging experience and expertise helping corporations, legal advisors, government authorities, and regulatory bodies manage and resolve complex financial and cross border disputes.

Our forensic accountants , data analysts and investigators have many years of experience planning and executing investigations and forensic engagements across a vast array of industries and geographical locations. Our professionals always keep a strict eye on the ongoing business operations of our clients, their values and cultures.

Litigation Support

Censere works with both affected parties and advocates in shareholder disputes, statutory valuation situations and breach of contract cases, through:

Shareholder Dispute ValuationsCentral to these disputes is the value of a financial interest in a business or investment project. One of Censere core strengths is our financial valuation capability which enables us to determine a fair, supportable value in the most demanding of situations.

Quantification ReportsOften, disputes relate to losses sustained as a result of failure to deliver on agreed contractual parameters. Such parameters could pertain to production outputs, completion dates, operating efficiencies or other similar measurable factors. Measuring such loss in a logical, supportable manner is key to either proving or disproving fault and/or establishing the extent of liability.

Statutory ValuationsValuations are often required for tax planning, estate duty determination, local authority rating or eminent domain purposes. Censere combines its financial and technical valuation capabilities with leading real estate valuation professionals to offer comprehensive services in these areas.

Expert Witness TestimonyIt goes without saying, but we will anyway....expert opinions generally need to be presented in person in an unbiased and professional manner. Censere has experts in many areas who have given expert witness testimony on numerous occasions.

Fair Value/Tax Reporting

Censere provides invaluable services to companies and their auditors in the preparation of financial reports and other statutory records, through:

Purchase Price Allocation ReportsCensere is experienced in the preparation of proforma PPA reports to assist companies in developing the most tax effective structures for M&A transactions. Once the transaction has closed and additional information is available, Censere can prepare final PPA report to be adopted by the company in the post-merger accounts.

Financial Instrument/Convertibles ValuationsCensere regularly undertakes valuations of complex financial instruments, convertible debt and embedded derivatives.

ESOP ValuationsCensere undertakes valuations of ESOP's for both private and public companies and works with the auditors to ensure that compliance with all relevant accounting standards are met.

Impairment TestingCensere is able to assist in all aspects of impairment testing including the need to test for impairment of goodwill and other indefinite lived assets.

Asset Register AdvisoryCensere is uniquely placed to advise clients as to the accuracy and relevancy of their asset registers. We undertake reviews of asset registers, advise on valuation matters and help to develop appropriate asset register management procedures.

Insurance Management

Our involvement in the insurance sector extends to both ensuring that our clients are adequately covered without paying excess premiums and assisting in the settlement process, through:

Pre-Loss or Placement ValuationsCensere is able to undertake replacement/reinstatement or indemnity value assessments of buildings and machinery and equipment on behalf of either the insured party or the underwriters in order to develop sensible insurable values. This enables quicker and easier settlement in the event of a claim, ensures optimum balance between premium costs and coverage and reduces the likelihood of the average clause being invoked.

Post-Loss ValuationsWe work with loss assessors, underwriters and insured parties to determine the extent of loss and enable prompt settlement of claims relating to fixed assets.

Causation ReportsOur engineers are experienced in various industry sectors and able to undertake investigations as to the cause of failure to assist in determining policy liability after a loss has occurred.

Business Interruption Quantification ReportUsing the skills of our financial valuation experts, Censere works with the insured party or the underwriter to quantify the financial impact consequence upon an interruption of the business due to an insured peril and the increased cost of working with the view to mitigate the loss.

Our Clients

Our Clients

Our Clients

Singapore - Head Office11 Keng Cheow Street#03-11 Riverside PiazzaSingapore 059608Tel +65 6220 0853 Fax +65 6220 2039Email singapore@censere.comAucklandLevel 27, PWC Tower188 Quay Street, Auckland New ZealandTel +64 9 363 2903 Fax +64 9 363 2904Email auckland@censere.comBangkokOffice 10/123 Floor 11,The Trendy Office Building, Sukhumvit 13 Bangkok, ThailandTel +66 2 231 8485 Fax +66 2 935 8052Email bangkok@censere.com

BeijingUnit 1104, Ocean Express Tower A Chaoyang District, Beijing 100027 ChinaTel. +86 10 8446 6199 Fax +86 10 8446 6311Email beijing@censere.comHong Kong3/F Tower 2, Tern Centre 251 Queen's Road Central Hong KongTel +852 2511 2011 Fax +852 2511 2005Email hk@censere.comHouston2800 Post Oak Boulevard Suit 4100 Houston TX 77056Tel +1 832 924 8670Email houston@censere.com

JakartaAlamanda Tower, 25th Floor,JL. T.B. Simatupang, Kav 23-24 Jakarta Selatan 12430 IndonesiaTel +62 21 2965 7854 Fax +62 21 2965 7855Email jakarta@censere.com

Kuala Lumpur26-3A Oval Damansara, 60000 Kuala Lumpur, MalaysiaTel +60 3 7732 9879 Fax +60 3 7732 9358Email kl@censere.com

MaldivesM. Banf Villa (Level 6B) Majeedhee Magu, Male' Republic of MaldivesTel +960 300 9585 Fax +960 330 9590Email maldives@censere.comSeoul3/F Yulchon BuildingGookjegeumyoong-ro 20, Yeouido-dong 24-1 Yeongdeungpo-gu, Seoul Korea 150-877Tel +82 2 6746 5011 Fax +82 2 761 2505Email seoul@censere.com

ShanghaiUnit H, 5/F, Crystal Century Tower 567 Wei Hai Road, Shanghai 200041 ChinaTel +86 21 3353 8720 Fax +86 21 3353 8290Email shanghai@censere.comSydneyLevel 57, MLC Centre, Martin Place Sydney, NSW2000AustraliaTel +61 2 9236 7313 Fax +61 2 9236 7314Email sydney@censere.com

Taipei2/F, No. 1 Lane 126Fu Xing Road South, Taipei TaiwanTel: +886 2 2771 8129Email taipei@censere.eomTokyoBancho M Bldg., 3F, 2-8 Rokubancho Chiyoda-ku, Tokyo, 102-0085JapanTel +81 3 5275 1065 Fax +81 3 5275 1066Email tokyo@censere.comWashington DC1155 F Street N.WSuite 1050 Washington, D.C 2004Tel +1 202 999 4315Email washington@censere.com

Censere