Jesa Capital

Jesa 2018– © Strictly Private and Confidential1

Jesa Capital

Jesa Capital favors and structures strategic partnerships between European and Chinese companies, creatingpositive synergies between the parties. Jesa is not a broker but is acting as an active party in the transaction.

Jesa Capital is the financial department of Jesa Industrial Limited and Jesa Investment & Management Co. Ltd., ledby the founders, executives and partners.

Since 1998, the experience of Jesa's partners guarantees solid, stable and active working relationships withChinese financial regulators, policy makers and major listed companies and national financial institutions.Jesa has directed and guided more than 700 multinational companies in approximately 800 projects in their entryand growth in China thanks to its competent team of investment managers, engineers, analysts and financialexperts with extensive experience.

Jesa Capital operates in synergy with the Chinese buy-out fund Beijing Wealth Capital, capitalized with over RMB30 billion, co-founded by Jesa CEO, Ms. Wang Jing Hong (Jenny). The fund invests in: big data, biotechnology,pharmaceuticals, artificial intelligence, industrial automation, robotics, aerospace and emerging and innovativetechnologies with a primary focus on large companies, but very attentive to innovative and advanced start-ups.

In 2014 the President of the Italian Republic Giorgio Napolitano conferred on Ms Wang Jing Hong the honor ofbeing appointed Commendatore della Repubblica Stella D'Italia, acknowledgment thanks to the commitmentdedicated to the development of Italian business in China, a rare honor for a Chinese woman manager

Jesa Capital is also a promoter of start-up incubators and new innovative activities in the EU and China.

Jesa collaborates on all levels with the company Apollo Corporate Finance (acf) in Frankfurt.

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• Apollo Corporate Finance (acf) is part of the international group NAI Apollo with 400 offices and 7000experts all over the world.

• Acf is specialized in M&A consulting on both buyer and seller side, but also in international and debtrenovation.

• Acf is independent from the bank circuit and other financial institutions

• Afc is focused on situations requiring a deep knowledge in evaluation technics and financial analysis

• Afc operates internationally with its core activity in Europe

• Founded in 2012, has a team of 11 people with more than 100 years of aggregate experience: itspartners have experience in banking and are expertise across industries and markets

• NAI Apollo e Afc conduct transactions for more than 45 billion euro yearly

• M&A skills: experts specialized in business sales and purchasing consultancy, mergers, acquisitions andsuccession solutions

Apollo Corporate Finance

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• Jesa & acf decided to operate together to harmonize the global approach with knowledge and understandingof local realities.

• Together they can study, direct and develop the European companies that embody a real opportunity forinvestors. Moreover, they offer support to investors in conducting purchasing, to companies in recruiting,implement operation, up to the post-deal integration.

Debt AdvisoryCorporate Finanze M&A

Advisory spectrum:

• Debt Advisory• Sell- and Buy-side M&A• Restructuring Advisory• Real Estate M&A and

Restructuring

Debt Advisory:• Main and house banking

strategy• Syndicated loans• Optimization of the

current credit structure (Refinancing)

• Working Capital Optimization

• Fine trading• Debt Capital Market

M&A Advisory:

• Sell-Side M&A• Advisory for company

succession • Buy-Side M&A• Mergers• Buy-outs

What can Jesa & acf can do for you?

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A LARGE NETWORK OF POSITIVE SYNERGIES

Trasaction process steps

• Companies perceived as burdensome and complex processes like strategic realignment, generational successionplan, full sale or sale of individual parts of the company. To obtain an high sale price for a business unit or for thewhole company it is necessary to undertake a deep and correct evaluation combined with the best possibleexposure in the market.

• The interest of both strategic and financial investors should be motivated to obtain a process of winning offer. Thepurchase or sale of a company or of a part of it and the strategic allies between society offer new opportunities.

• The acquisition of a company offers many possibilities, such as the fortification in the current market position orthe opening to new markets and/or territories. Although there are plenty opportunities connected to theacquisition of a new company there are also hidden risks to face. The total management of a project is essentialas well as fundamental elements such as the knowledge of the market field and the understanding of the risklevel.

• Our teams are led by partners and managers that developed their carrier, professional relationships, and a deepknowledge of the different market fields dynamics to ensure the correct selection for the strategy to adopt for theoperations of M&A .

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Transaction preparation

- Complete analysis/ market model: evaluation, criteria and data optimization

- Financial Planning- Memorandum

Transaction

- Target evaluation and initial offer- Offer structuring- Due Diligence- SPA negotiation support - Closing

Monitoring and Control

- Post-transaction activities- Situation monitoring - Monitoring of performance EBITDA

in case of earn-out process- Human resources support- BoD members

OUR APPROACH AND COMMON SERVICES(M&A)

• The notions of wealth between Europeand China have shifted.

• Europe has a sizeable amount oftechnology, skill-sets, and IP whosevalue cannot be fully realized due toconstraints in the European financialsector.

• In contrast, China has built aconsiderable amount of capital, yetlacks the technology and skill setswhich would allow them to maximizetheir value and to grow over the years.

• Many Chinese companies are seekingtargets to invest but are not wellstructured in managing the post-investment.

• Jesa Capital was founded because weforesaw how the coming wave ofglobalization would impact China andEurope.

• In the past Jesa enabled investmentin the developing world, butnowadays Jesa Capital is witnessing anew trend; in order to grow,businesses in Europe need newcapital and so Chinese businesses areseeking growth through partnershipsand investments in foreign markets.

• Post-investment strategies are astrength of Jesa Capital as we alwaystry to think of the whole process of aninvestment, and to the subsequentdevelopment

The World Has Changed Jesa’s Response

Jesa Capital enable enterprises to capitalize on these opportunities

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Why Jesa Capital

Private Equity and SWF Partner

Jesa Capital – Strictly Private and Confidential

Sudarskis & Partners is an asset management and advisory firm, exclusively serving sovereign wealth funds,government-sponsored funds and large institutional investors.

Founded by one of the world’s leading private equity investors, Georges Sudarskis, the firm brings togethera global team of ex-sovereign wealth fund insiders, private equity professionals and industry executives withan unwavering commitment to building and enhancing the wealth of its clients.

For eleven years, Georges Sudarskis was the architect and chief of the private investment program at the AbuDhabi Investment Authority. Under Georges’ leadership, ADIA’s Private Equity portfolio grew from a trickle tobeing one of the largest in the world, generating very significant outperformance. In his capacity, Georgesdeveloped an investment analysis and decision-making framework that allowed a small team of 12professionals to successfully manage a giant private equity portfolio and deliver superior returns,outperforming the major market indices, its peers and the private equity funds universe average.

Georges Sudarskis has more than 40 years of general management, advisory and investment experience. Hebegan his career as a venture capital analyst, then trained in management consultancy with Arthur Andersen &Co., and finally embraced investment banking, first with Morgan Guaranty Trust Co. of N.Y. then with thelargest French law firm, FIDAL, where he spent 10 years as an M&A and bankruptcy lawyer, and later with INGBank.

Before heading Private Equity investing at ADIA, he was a Managing Director at Clinvest, the merchant bankingarm of Credit Lyonnais.

Georges holds an MBA from the McGill University Faculty of Management (1974), and received a Bachelordegree in 1972 from Ecole Superieure de Commerce de Paris. He also qualified as a lawyer of the Paris Bar.

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apollo corporate finance GmbHGroße Eschenheimer Straße 13D-60313 Frankfurt am Main

www.nai-apollo.de

Tel: +49 (0)69 - 970 505-0Fax: +49 (0)69 - 970 505-5

Ingo RösingerPartner

T. +49 (0) 69 97 05 05 502E. ingo.roesinger@nai-apollo.de

Shahriar ShamsaeiAssociate

T. +49 (0) 69 97 05 05 507E. shahriar.shamsaei@nai-apollo.de

Till RudaDirector

T. +49 (0) 69 97 05 05 503E. till.ruda@nai-apollo.de

CONTACTS

JESA Capital上海汾阳路112弄4号(200031)112 Fen Yang Road, House 4200031, Shanghai - China

www.jesa.com.cn

Saro CapozzoliFounder & General Manager

T. +86 21 64331555 E:saro@jesacapital.com

Scott Sun, CFA E: scott@jesacapital.comPartner and Chief Investments Manager