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Page 1: Mekong Capital Corporate Brochure
Page 2: Mekong Capital Corporate Brochure

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DisclaimerThis document (the “Brochure”) does not constitute an offer to sell (or the solicitation of an offer to buy) any securities or other financial instruments, nor does it constitute an offer to provide any investment management services. This Brochure is not intended to provide the sole basis of an evaluation by potential investors of any investment or investment service and should not be considered a recommendation by Mekong Capital Ltd that any investment or investment service mentioned is suitable for every recipient of a copy of this Brochure. Prospective investors in any investment fund managed or raised by Mekong Capital Ltd or any other Mekong Capital Ltd investment products, or persons wishing to engage Mekong Capital Ltd to provide any investment service, should contact Chris Freund – Managing Partner. Any such transaction or engagement will only be entered into in compliance with applicable laws and on the basis of appropriate legal documentation. In particular Mekong Capital Ltd is required by applicable law to carry out certain procedures on, and to request specific information from, all potential investors or clients in order to verify their identity.

Some of the economic and financial market information in this Brochure (including certain forward looking statements and information) has been obtained from published sources and/or prepared by other parties. While such information is believed to be reliable for the purpose for which it is used in this Brochure, Mekong Capital Ltd, and its affiliates and their respective directors, officers, employees, partners and shareholders, do not assume any responsibility for the accuracy of such information. Certain information in this Brochure constitutes “forward looking statements”, which can be identified by the use of forward looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “estimate”, “intend”, “continue”, or “believe”, their respective negatives and other comparable terminology. Due to various risks and uncertainties (including those mentioned below) actual events or results or the actual performance of any investment may differ materially from those reflected or contemplated in such forward looking statements.

When considering the prior performance information contained herein, prospective investors and clients should bear in mind that past performance is not necessarily indicative of future results and there can be no guarantee or assurance that Mekong Capital Ltd will achieve comparable results to those quoted in relation to previous returns or to projected future returns. Prospective investors and clients should also note that market and macro economic conditions and the prevailing regulatory and tax constraints affecting Mekong Capital Ltd in the future may differ substantially from those applicable to the previous Mekong Capital Ltd funds referred to in this Brochure and that in the future Mekong Capital Ltd may operate with different investment and gearing strategies than those deployed in the funds referred to in this Brochure.

ContentsOverview

Private Equity 05 Our Funds 07 Our Vision 08 Our Core Values 09 Our Team 10 Investment Focus 12 Operational Core Competences 15 Vision Driven Investing 17 Portfolio highlights

Mobile World 20 Golden Gate 23 Phu Nhuan Jewelry (“PNJ”) 24 Digiworld 27 Vietnam Australia International School (“VAS”) 28 Asia Chemical Corporation (“ACC”) 31 TRAPHACO 32 An Giang Plant Protection 35 Some of Our Exited Investments 37

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Page 3: Mekong Capital Corporate Brochure

Private EquityMekong Capital is a Vietnam-focused Private Equity firm, specializing in consumer-driven businesses.

Established in 2001, Mekong Capital has the most extensive private equity track record in Vietnam. Our funds have completed more than 25 private equity investments in unlisted companies.

Mekong Capital’s investee companies are typically among the fastest-growing and market-leading companies in Vietnam’s consumer-driven sectors, such as retail, consumer products and distribution.

At our investee companies, Mekong Capital has implemented a comprehensive program for post-investment value creation based on best practices in private equity, change management, leadership development, and executive coaching. Mekong Capital is the pioneer in applying Vision Driven Investing.

1. Overview

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The Mekong Enterprise Fund was launched in April 2002, with $18.5 million. Mekong Enterprise Fund was the first new Vietnam-focused fund to be launched after the Asian financial crisis. The Mekong Enterprise Fund made 10 investments from 2003 until 2005, mostly in family-owned manufacturing businesses.

Mekong Capital launched the $50 million Mekong Enterprise Fund II in June 2006. Mekong Enterprise Fund II represented a shift in Mekong Capital’s focus to consumer-driven sectors in Vietnam, and in a newer, younger generation of Vietnamese entrepreneurs. The Mekong Enterprise Fund II made 10 investments from 2006 to 2011.

Mekong Capital launched the $64 million Vietnam Azalea Fund in June 2007, to focus on pre-IPO investments in Vietnamese blue-chip companies. The Fund typically holds around 6 investments, some of which were listed subsequent to the Fund’s original investment in those companies.

Our Funds

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Most consistently-high investment returns in AsiaOur objective is by 2015 we will achieve the highest percentage of exited investments, over the previous 3 years, at IRRs above 40% of any private equity firm in Asia. Therefore, our returns would be both consistent and high.

Transforming leadership and corporate cultureWe are committed to being consistently effective at empowering our investee companies to develop corporate cultures and leadership teams, which lead to outstanding business results. We also see this as essential to our own success.

An elite team: everyone committed, together unstoppableWe have been building a team in which each member is excited about and committed to the future of Mekong Capital, and to each other, and are working together as a team to achieve our common objectives.

Partnering with companies: creating futures, achieving targetsOur Vision Driven Investing approach involves aligning with investee companies around a shared vision for their future, and partnering together to ensure that they achieve the monthly, annual and long-term targets which will lead them to fulfilling that vision.

Making a big difference in Vietnam and beyondOur commitment on a personal level, and as an organization, is to make a big difference in Vietnam, in the world of private equity, and even beyond Vietnam. In connection with this, we are committed to being a leader in applying sustainability best practices in the private equity world.

Our Vision Our Core Values

Communication We create a safe space for all employees to be self-expressed, to communicate directly, authentically and completely so that there is nothing in the way of producing results. Through complete communication, our team members take ownership and empower our objectives.

Integrity We honor our word, we make clear commitments and we can be relied on to do what we committed to do, and do it on time.

ResponsibilityWe choose to be 100% responsible for everything involved in our work, including full responsibility to produce results.

Results We are organized around results and do whatever is necessary to produce results, but always in a way that is consistent with our core values. We empower people to produce results, while also holding them accountable to deliver the results to which they have committed.

Leadership We are committed that each of our team members is a leader who takes a strong stand for what is possible, inspires others, aligns people around a common objective, and causes them to take actions to turn that possibility into reality.

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Our Team

At Mekong Capital, we are a cohesive and effective team of around 40 carefully-selected professionals with complimentary expertise and skills. Our team has been carefully developed and refined over our 10-year history, with extensive training provided to all of our team members.

Each of our team members is committed to producing extraordinary results. We work as a team and empower each other to be successful, while each of us is also responsible for producing results in specific areas. Employees move up in our organization based on the results they produce, and the leadership that they provide.

The successful transformation of our corporate culture, which was an essential aspect of developing an extraordinary team, was the subject of a Harvard Business School Case Study in 2010: Mekong Capital - Building a Culture of Leadership in Vietnam.

Page 7: Mekong Capital Corporate Brochure

Investment Focus

Excellence in managementWe carefully select for management and leadership teams who are committed to a big vision for the future of their companies, and are continuously developing the management and leadership capacity to successfully fulfill on those visions. These are companies that are very proactive about seeking out and applying best practices in their industries. Our extensive track record in making private equity investments in Vietnam gives us an advantage in evaluating which management teams are most likely to deliver the results we expect.

Consumer-driven sectorsWe focus on consumer-driven businesses, which capture the growth in spending power by Vietnam’s rapidly growing middle class. We believe other sectors can also be successful, but we have developed a strong core competence in consumer-driven sectors which involve some combination of branding, distribution, sales and retail.

Single business with scalabilityWe invest in companies that are focused on a single business which is highly scalable. We don’t invest in groups that hold multiple investments in unrelated businesses.

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We have invested in, and been deeply involved with, companies that are leaders in the consumer products, retail, sales and distribution fields in Vietnam. These companies include Masan Food, ICP, Saigon Gas, Mobile World, Golden Gate, Phu Nhuan Jewelry, TRAPHACO, An Giang Plant Protection, Digiworld, Asia Chemical Corporation (“ACC”), and AA Corporation.

From this experience, we have extensive knowledge of best practices in the following core competence areas:

1. Marketing & Branding;2. Building nationwide distribution channels;3. Developing and managing sales teams;4. Establishing and managing a nationwide

retail network;5. Financial and Inventory Management.

We also have an extensive network of both Vietnamese and international experts, such as former CEOs of companies in these sectors, as well as private equity practitioners, with whom we regularly consult to ensure that our companies are applying best practices.

Operational CoreCompetences

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Creating a shared visionWe partner with the senior management of our investee companies to create a clear vision for their future, with measurable targets, normally for a 5-year period. This will be a vision in which we can both own, and this shared vision is the foundation of our partnership.

Ensuring management is aligned around the visionWe partner with our investee companies to ensure that the relevant people in the company, especially the middle and senior management, are well aligned around the company’s vision.

Developing a clear plan for achieving the visionWe align with our investee companies around measurable annual milestones that will lead to achieving the vision and ensure the business plan is organized around achieving those milestones. These milestones are typically the key drivers that determine the speed in which the vision can be achieved.

Implementing detailed KPIs and management reportingWe work closely with the companies to set monthly Key Performance Indicator (KPI) targets for the areas which matter most towards the company achieving its annual milestones. The company’s performance against these KPIs is then tracked in a monthly (or weekly) management report, which allows the management to quickly identify whenever the company is off-track from any of its KPI targets.

Causing breakthroughsWhen our investee companies encounter obstacles or are off-track from achieving their KPI targets, together we distinguish the source, and what actions need to be taken to get back on track and cause breakthroughs to happen. The intention is that the senior management of the company is fully empowered and taking action to deal with anything that is not working or missing. In this way, when something is not working, it gets handled quickly and the company rapidly builds capacity in areas critical to its success.

Vision Driven Investing

Page 10: Mekong Capital Corporate Brochure

A selection of our investee companies are profiled on the following pages.

PORTFOLIO HIGHLIGHTS2.

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30%of the domestic mobile phone retail market as of October 2011

168The Gioi Di Dong stores as of October 2011

Mobile World

Mobile World, known as “The Gioi Di Dong” in Vietnamese, is the largest independent privately-owned mobile phone retail chain in Vietnam. The company operates a nationwide chain of 168 The Gioi Di Dong stores with 30% market share as of October 2011. In late 2010, the company expanded successfully into large-format consumer electronic and household appliance retail under the dienmay.com brand, with 3 stores in operation as of October 2011.

Led by a group of dynamic and committed entrepreneurial Vietnamese professionals with extensive telecom industry expertise, Mobile World has achieved significant growth since inception.

Mekong Enterprise Fund II originally made an investment in the company in May 2007 when the company had around 7 stores in operation.

www.thegioididong.com

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Golden Gate

Golden Gate is one of the leading restaurant chain operators in Vietnam, with 3 restaurant concepts in operation as of October 2011:

• Ashima is the pioneer in mushroom hotpot in Vietnam, with 5 restaurants in operation. Ashima is full-service and operates at the upper end of the market.

• Kichi-Kichi is the pioneer in conveyor hotpot express, with 24 restaurants in operation. Kichi-Kichi is a casual dining concept, more mass-market than Ashima.

• Sumo BBQ is a Japanese themed BBQ/hotpot buffet (all-you-can-eat), with 5 restaurants in operation.

Golden Gate has an aggressive expansion plan which is expected to result in at least 100 company-owned restaurant locations by the end of 2013.

Golden Gate was founded in August 2005 by 3 entrepreneurial friends in their mid-30s, who also form the company’s top management team.

Mekong Enterprise Fund II made an investment into Golden Gate in April 2008 when the company had around 5 restaurants in operation.

www.ggg.com.vn

34restaurants

3restaurant brands

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19branches

150retail stores

3,000 wholesalers

PNJ is the number one market share leader in jewelry retail in Vietnam. Their retail brands cover the full spectrum of market segments and include CAO Fine Jewelry, PNJ Gold, PNJ Silver, Jemma and Ya-bling.

PNJ is also one of the leading producers of gold bars in Vietnam.

PNJ’s network of distribution in general, and of jewelry retail stores in particular, is the largest of any jewelry company in Vietnam. Across the nation, PNJ has 19 branches, 150 retail stores and more than 3,000 wholesalers, which are well-located to reach targeted consumers. This network continues to expand.

Headquartered in Ho Chi Minh City, PNJ owns two separate factories, one for gold jewelry and one for silver jewelry, with an annual output of approximately 2 million product units.

Vietnam Azalea Fund originally invested in PNJ in December 2007.

www.pnj.com.vn

Phu Nhuan Jewelry(“PNJ”)

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Digiworld

Digiworld is the number one market share leader in distribution of laptops, computers, peripherals and software in Vietnam with approximately 1,200 resellers and more than 200 employees nation-wide.Headquartered in Ho Chi Minh City, the company has branches in Danang and Hanoi as well as 4 customer service centers and 3 supply chain centers nation-wide.

Digiworld is a distributor of products from the top global PC makers including HP-Compaq, Acer, Dell, Toshiba, Fujitsu and Samsung. Other brands of IT products include InFocus, Lexmark, Logitech and Genius.

Digiworld is also an Authorized Service Provider (“ASP”) for most of its products (except for HP Compaq laptops) with 3 service centers located across the country.

Digiworld was founded in 1997 by three entrepreneurs who are also the company’s top management team.

Mekong Enterprise Fund II made an investment in Digiworld in November 2008.

www.digiworld.com.vn

1,200resellers

#1marketshare in laptop

distribution

R

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10campuses

4,300students

VAS is a leading education service provider in Vietnam, operating a chain of private kindergarten to 12th-grade campuses, targeting Vietnamese mid-to-high income households.

VAS conducts a bi-lingual curriculum. The Vietnamese curriculum is based on the guidelines of the Vietnamese Ministry of Education. The English curriculum is developed internally, leaning on successful programs from other countries such as Australia and the United States.

VAS is widely recognized for successfully providing high-quality education in a safe, caring and stimulating environment. Its students consistently rank among the most successful (in terms of grade average) nationwide. VAS appeals to parents, as it teaches at an international standard, and ensures their children’s integration with the global community, while maintaining core Vietnamese values.

VAS is pioneering the introduction of mega-campuses in Vietnam, which are much larger and have much more extensive facilities than the smaller campuses which tend to be the norm among private schools in Vietnam.

Mekong Enterprise Fund II made an investment into VAS in April 2010.

www.vas.edu.vn

Vietnam Australia International School (“VAS”)

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ACC is a leading distributor of high-quality specialty ingredients, chemicals, commodities and other materials in Vietnam. ACC provides its products to various industries including food & beverage, dairy, seafood, pharmaceuticals, feed, veterinary, bakery, confectionery, personal care, cosmetics, paint and coatings, etc.

ACC is currently sourcing products from some 300 suppliers worldwide and selling to some 1,300 customers including some of the leading enterprises in Vietnam. ACC has developed a cutting-edge supply chain, distribution system and state-of-the-art warehousing facilities.

Recently, ACC has put its first foothold in ingredient production of non-dairy creamer and will expand for products where local competitive advantages exist.

With an experienced, professional and committed team, ACC has an excellent track record of growing revenue and profit by 75% and 60% on annual average, respectively, in the period of 2007 - 2010.

Mekong Enterprise Fund II made an investment into ACC in March 2011.

www.asia-chemical.com

Asia Chemical Corporation (“ACC”)

300suppliers worldwide

1,300customers including

the leading consumer products companies in

Vietnam

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230products

11branches

#1in traditional

medicine

TRAPHACO is the number one market share leader in herbal medicine in Vietnam. TRAPHACO produces and sells more than 230 products focusing on: central nervous system, digestive, cardiovascular, analgesics, respiratory and ontological system, eye care, etc.

TRAPHACO has nationwide distribution channels through which their products are sold. Approximately half of their sales are generated through their growing network of 11 company-owned distribution branches, with the remainder of sales generated by third party distributors.

The company operates two GMP-compliant factories in Hanoi and Hung Yen Province. TRAPHACO’s factories use high-tech pharmaceutical equipment imported mostly from Germany and Korea.

Vietnam Azalea Fund originally invested in TRAPHACO in December 2007.

www.traphaco.com.vn

TRAPHACO

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An Giang Plant Protection is the number one market share leader in crop protection chemicals in Vietnam, and rice seeds in Southern Vietnam. With a nationwide distribution network of 23 branches and nearly 500 large-sized wholesale agents, the company dominates the market with a 25% market share in crop protection chemicals. The largest portion of their products is sourced from Syngenta, the world’s number one agricultural input producer, with which the company has had an uninterrupted long-term relationship.

An Giang’s product strength in crop protection, seeds and the 500+ person technical support team for farmers (“farmer’s friends”) positions An Giang to expand downstream into rice warehousing, processing, distribution and branding to become a major player in vertically integrated rice production in Vietnam. In 2011, the company commenced a major expansion in this area by launching 4 company-owned rice mill and warehouse complexes, launched a domestic rice brand, and established overseas partnerships for rice export.

Vietnam Azalea Fund originally invested in An Giang in December 2008.

www.agpps.com.vn

An Giang Plant Protection(“An Giang”)

23branches

25%market share for crop protection

chemicals

4rice mills

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Masan Food (renamed to “Masan Consumer”) is the number one player in the sauces segment of Vietnam’s packaged food industry, with leading brands in the soy sauce, fish sauce and chili sauce categories. Masan is also a leader in the branded instant noodle segment for the domestic market with 20%+ market share. Vietnam Azalea Fund exited its investment in Masan Food in late 2010, locking in gains from the significant net profit growth achieved by Masan Food during the period that the fund was a shareholder.

Some of our Exited Investments

AA Corporation is the leading interior fit out company operating in Vietnam, focusing on 5-star hotel projects – both in Vietnam and overseas. AA also produces loose furniture for leading overseas furniture and retail brands, and operates several chains of domestic furniture retailers in Vietnam. In October 2011, Mekong Enterprise Fund sold 100% of its investment in AA to an investment fund.

Saigon Gas was a fast growing LPG distribution company, and was the largest private company operating in this industry in Vietnam before it was sold. Originally having invested in Saigon Gas in 2005, Mekong Enterprise Fund cooperated with the other shareholders to sell 100% of the company to the French oil and gas giant, Total Group, in a trade sale in late 2008. Total owned an existing LPG distribution business, Elf Gas Saigon, for which there were economy-of-scale advantages to merge with Saigon Gas.

International Consumer Products (“ICP”) is one of the fastest growing consumer products companies in Vietnam, which manufactures, markets and distributes a wide range of household, personal care and food products. Some of ICP’s strong brands include X-men, L’Ovite, and Thuan Phat. In February 2011, Mekong Enterprise Fund II cooperated with the other shareholders to sell a controlling interest in ICP in a trade sale to a strategic investor, Marico Ltd., a publicly listed consumer products company based in India.

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Ho Chi Minh City Office

(Main office in Vietnam)

Capital Place, 8th Floor

6 Thai Van Lung Street, District 1

Ho Chi Minh City, Vietnam

Tel: (84 8) 3827 3161

Fax: (84 8) 3827 3162

Hanoi Office

HAREC Building, 12th Floor

4A Lang Ha Street, Ba Dinh District

Hanoi, Vietnam

Tel: (84 4) 3772 4888

Fax: (84 4) 3772 4868

E-mail: [email protected]

www.mekongcapital.com Des

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