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Introduction 2017 About Us Sterling Capital is a China centric boutique M&A firm with extensive on the ground China experience since 2003. We are small & medium size enterprise specialist and have successfully executed numerous


  1. Introduction 2017

  2. About Us Sterling Capital is a China centric boutique M&A firm with extensive “on the ground” China experience since 2003. We are small & medium size enterprise specialist and have successfully executed numerous cross border transactions. The firm provides, merger & acquisition, fund raising and strategic financial advisory services. Sector expertise includes technology, digital media, advertising, international education and hospitality. Many years of experience allows us to specialize in carefully bridging the cultural nuances between the East and West. This strategic approach produces win win outcomes for acquirers and acquired companies alike. Rapid technology advances in all sectors has resulted in significant opportunities in the market. Chinese and South East Asia companies seek access to technology and client bases in the West and Western companies seek access to the vast Asia market. Cross border deals provide significant growth for both. www.sterlingcapital.asia China centric cross border mergers & acquisitions

  3. About Us We very carefully match entrepreneur based companies with growth oriented corporations, investors, private equity and venture capital funds. We believe very strongly that “not all funding sources and acquirers are created equal”. The magic is in the match up. Matching long term corporate, financial and personal objectives as well as the human elements with buy side and sell side parties makes or breaks a win win deal. As a b outique firm clients are assured the principal’s day to day direct involvement in every detail of every transaction. We do not rely on junior partners to make critical executive level decisions or client recommendations. Sterling Capital represents buy side and sell side companies as well as VC & PE deal sourcing & exits. www.sterlingcapital.asia China centric cross border mergers & acquisitions

  4. Main Services M&A Buy Side Advisory M&A Sell Side Advisory Strategic M&A cross border or domestic expansion, Divestiture, domestic & cross-border, shareholder exit, market entry acquisition, growth acquisition, PE/VC industry sale portfolio company exits. management buyout, PE/VC deal sourcing. Fundraising Advisory Strategic Alliances Advisory Strategic investors, institutional investors PE/VC, HNI, Making connections between domestic firms and global family office. players. www.sterlingcapital.asia China centric cross border mergers & acquisitions

  5. Competitive Advantages “On the ground” China experience since 2003. Extensive cross border Buy Side and Sell Side deal sourcing network. Comprehensive fund raising network with numerous global USD & RMB funding sources, including PE, VC, Corp. investors and High Net Worth individuals. Strategic Multi National Corp. network. 100% client satisfaction with numerous closed deals. US, China, Japan, South Korea experience with a strong Thailand Presence www.sterlingcapital.asia China centric cross border mergers & acquisitions

  6. Sterling Capital As Your Financial Advisor Time • M&A/fund raising can be disruptive to the core business. • Sterling Capital will minimize disruption by executing a smooth & time sensitive process and by budgeting management’s needed time wisely. Negotiations • Management should NOT be directly involved with price/valuation negotiations. • Sterling Capital will closely manage negotiations and take the bad cop role. Management should always be the good cop. • Sterling Capital professionals will act logically during emotionally intense negotiations. We will deflect any negotiation tension off management to assure a fresh start with new partners. www.sterlingcapital.asia China centric cross border mergers & acquisitions

  7. Sterling Capital As Your Financial Advisor Sound Advice & Extensive • SC as your Financial Advisor will minimize the “noise” and execute a Experience timely & professional process. Financial Advisor must, develop & defend valuation methodology and offer sound supportive reasoning. • Not all money is created equal. SC will be sure the interest and goals of the client are aligned with the requirements & investment style of the funding sources. • Don’t be fooled by excess capital in the market, it comes at a price. • SC as your Financial Advisor offers extensive RMB & USD funding sources with diversified investment styles & goals. Post Transaction & Follow • SC will follow up with each transaction and be there to help plan and Up execute additional financing, acquisitions, divestitures, strategic alliances, JV, trade sales through the lifecycle of the business. www.sterlingcapital.asia China centric cross border mergers & acquisitions

  8. M & A Process & Timeline ✓ ✓ Advisor client meeting to determine M&A objectives Answer phase 1 due diligence questions ( Financial ✓ Advisor engagement Statements ) ✓ Advisor internal due diligence ✓ Initial valuation discussions ✓ ✓ Internal Valuation modeling Answer phase 2 due diligence questions ( client/supplier ✓ Valuation, terms and conditions client meeting contracts, employment contracts, leases, titles etc.) ✓ ✓ Coded executive summary Formal valuation negotiations ✓ ✓ Create Qualified target list Engage legal counsel ✓ Send coded executive summary to target list ✓ Term Sheet ✓ ✓ NDA NCA signed with qualified targets Formal Term Sheet negotiations ✓ ✓ Send M&A Company Presentation to qualified target list SPA (Sales Purchase Agreement )drafted ✓ ✓ Schedule roadshow for qualified target meetings SPA terms and conditions negotiated ✓ ✓ Follow up Q&A from roadshow Closing, documentation signing & Funds Transfer ✓ LOI ( Letter of Intent) with interested qualified targets www.sterlingcapital.asia China centric cross border mergers & acquisitions

  9. Fund Raising Process & Timeline ✓ Answer phase 1 due diligence questions ( Financial ✓ Advisor client meeting to determine Fund Raising Statements, post money business plan, projections, use objectives & use of proceeds, debit vs equity of proceeds etc. ) ✓ Advisor engagement ✓ Initial investor/lender valuation/ interest rate/terms ✓ Advisor internal due diligence conditions discussions ✓ Internal Valuation modeling based on amount being ✓ Ask for LOI ( Letter of Intent) from interested qualified raised if equity targets ✓ Valuation/ Debit terms and conditions client meeting ✓ Answer phase 2 due diligence questions ( client/supplier ✓ Executive summary contracts, employment contracts, leases, titles etc.) ✓ Create qualified investor/lender target list ✓ Formal valuation/ interest/terms/conditions negotiations ✓ Send executive summary to target list ✓ Engage legal counsel ✓ NDA NCA signed with qualified targets ✓ Term Sheet ✓ Send Company Presentation to qualified target list ✓ Formal Term Sheet negotiations ✓ Schedule roadshow for qualified investor/lender target ✓ SPA (Sales Purchase Agreement )drafted if Equity meetings investment ✓ Follow up Q&A from roadshow ✓ Loan Documents drafter if debit ✓ SPA / Loan docs terms and conditions negotiated ✓ Closing, documentation signing & Funds Transfer www.sterlingcapital.asia China centric cross border mergers & acquisitions

  10. Transactions by Sterling Capital Singshine Group USD 19 M A leading below-the-line (BTL) marketing company in China, sold to a listed media company. M-in USD 47 M One of the biggest mobile service providers (SP) in China, sold to a National Media Platform in China. Convey Group USD 125 M The biggest outdoor media company in Hong Kong, sold to a Outdoor media firm in Shanghai. China. JCBN USD 105 M A Shanghai based integrated advertising group merged with a larger advertising firm in China. www.sterlingcapital.asia China centric cross border mergers & acquisitions

  11. Transactions by Sterling Capital Century Media USD 10 M TV and radio production house, sold to a top TV holding company in Beijing. Teddy Advertising Group USD 30 M Integrated advertising group, a large advertising company in Shanghai. Hyperlink Research USD 11 M Professional consumer research company, sold to a top Japanese research company. Enevate USD 10 M Co-advisory 10,000,000 Series B-1 fund raise from China based VC. www.sterlingcapital.asia China centric cross border mergers & acquisitions

  12. Our Team Sterling LeFevre Mr. LeFevre moved to Shanghai China in 2003 from Santa Barbara California to pursue M&A Financial Advisory. In addition to M&A he guided numerous Chinese firms through the fund raising process from start up to Pre-IPO. Mr LeFevre has also advised numerous MNC on developing and executing their China strategy. His M&A efforts have resulted in transactions ranging from 10 to over 100 million USD. Currently Mr LeFevre is a senior advisor on a large scale mixed use commercial real-estate development encompassing over 250,000 sqm & an investment of over $50 m USD. Prior to moving to Asia Mr. LeFevre, who is originally from Columbus Ohio, consulted on the successful launch and business development of Santa Barbara Market Neutral Fund , a fund of funds hedge fund. During that time period Mr. LeFevre also advised on numerous private equity placements and was instrumental in the founding of The Dream Foundation. www.sterlingcapital.asia China centric cross border mergers & acquisitions

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