HAND IN HAND --- ConsultPRC Credentials for M & A project Consult PRC Confidential.

HAND IN HAND--- ConsultPRC Credentials for M & A project

Consult PRC

Confidential

Under the economic crisis scenario, many Chinese electronic enterprises are facing difficulties in terms of market and operation now. Cost for merger would be at the lowest point by August and September 2009. The price of the companies should pick up towards the end of the year

Right time for the market and initiative

ConsultPRC’s competencies in the M & A project

1. Strong team members accommodating experts in electronics, medical, communication, legal and finance

2. Large database information direct and deep into electronic sector

3. Professional consulting /research mechanism and methodologies

4. Extensive government relation both at senior/ministerial level and local level

5. Experience in merger and acquisition practices

ConsultPRC key team members

Tom Liu

Official at senior veteran cadres bureau of Ministry of Electronics Industry Assistant General Manager at China Electronic Information Industry Group (China Electronics Technology Development Co., Ltd.)Deputy Secretary-General of the China Electronics Chamber of Commerce Secretary-General of the Professional Dealers Committee of China Electronic Chamber of Commerce.Secretary-General of Call Center and Customer Management Professionals Committee of China Electronic Chamber of Commerce.Senior Advisor at China Electronic Power Supply Association

Joyce Lu

Joyce has initiated and acted Secretary-General of China Consulting Association for Science and Technology (Ministry of S&T)She has researched more than 1000 consulting institutions in China and has visited and engaged in consulting business exchange with more than a dozen of the more developed countries. She also organized dozens of domestic and foreign exchange consulting services, seminars and training activities. She has involved in the implementation of industry advisory and technical assistance projects at the Asian Development Bank and participated in the advisory NUDP vocational training activities of employees. Over the years, she participated in the implementation of more than a dozen demonstrative consulting projects, and have deep insights into various problems and challenges faced by China consulting business

Kelly Wang

Kelly has working experience at one of the global top ten PR companies and at global leading risk management company. She has also worked as PR Manager of GRK China

She has travelled extensively around the world and has working experience for China International Chamber of Commerce Russian Office. Kelly possesses good media relations and read China business context. She also have profound experience for serving multinational companies with good communication skill and expertise.

David Lu

David has been working with International Trade and Economic Cooperation Institute of Ministry of Commerce. He is an expert in the China market research and economy and sector observer. David has extensive business and government relations and has many publications such as " market analysis of meetings industry in China“, "How do companies benefit from meeting activities" "How to choose and participate effectively in the exhibition" "step up regulating the meeting market in China ". He specifically provides sector policy advisories to domestic and overseas clients.

John Xu

John has worked as project manager at a large electronics and information website and has been in charge of electronic components and IT group. He has helped many companies branding their products such as capacitors, power, semiconductors, converter and other related products. John was with www.hc360.com in charge of the Guangzhou-Shenzhen Huicong electrical network platform, and have developed clients like Emerson, the British electrical Witten. He has much achievements in the inverter industries. Before this, he also served as a client manager for auto parts at Huicong.

Kevin Chen

Kevin has received the LLB from Jilin University and his LLM from Northwest University of Politics and Law. He has published several articles in the Law Science and Law Research. Kevin’s main area of practice covers investment, company formation and restructuring, acquisition and merger, etc. As a legal consultant, he has acted in numerous litigation and arbitration cases. The clients he have served include National Tourism Administration, the State-owned Assets Supervision and Administration Commission of Heze City, China Citic Bank, RYUU Media Ltd.(BVI), Netelusion Media Ltd.(BVI), Ironpond(US)LLC (BVI) and numerous other companies including Sino-foreign joint ventures and wholly (solely ) foreign-owned enterprises.  

Hernan Millan

USA Citizen with degree on Electrical Engineering from Northeastern University in Boston Massachusetts.  And over 35 years experience in Electrical/Electronics Engineering Design, share among international companies, USA, Japan, China, Italy, Venezuela and Ecuador. technically responsible for PLC Networking architecture for Ferrofluidics Corp's Systems Division, and served as the Developer to scale-up the prototype design for the first 300mm/350kg silicon single crystal grower in the worldwide market.From 2004 to 2008, He has been dedicated to Research MRI SMT Electronics, to be applied on designing Medical Devices, with a world class research Massachusetts General Hospital center mapping the electrical human brain, http://www.nmr.mgh.harvard.edu

Jack Zhang

In-depth experience and knowledge in PR agency, especially international PR companyIn-depth experience in planning and producing quality television program, CCTV producer Extensive contacts with PR/Business community, and government entities across ChinaFluent in oral and written English; 2 years interpreter experience at senior level Strong communication, co-ordination and event management skills, interpersonal skills and team-work spiritCreativity in problem-solving, good judgment and solid commitment

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Case study

1. Jian Dian Group merge 3 local branches of Warner Bros. Theatre HK

2. Jian Dian Group merge a Qingdao real estate investment company

Corporate Advisory

Market Entry Research /Due

Diligence

Policy Analysis

Government Relation

Integrated Services Offering

Strategic Communication

Issue/Crisis Management

Litigation & Communication

Merger & Acquisition

ConsultPRC is making efforts towards the following services

Allied Resources

Target Companies

Sector Medias

Translation Agencies Asset Evaluation Agencies

Public Accounting Firms

Law Firms

Sector Supervisory Bodies

Local government

ConsultPRC allied resources

A longer term cooperation with us will benefit your stakeholders

Employees

Government

Suppliers Distributors

Media

Customers

Competitors

STAKEHOLDERS

Aspects related to M & A in China

Types of M&A available in China

The increasingly flexible legal environment in china has provided prospective foreign investors with various M&A options. However, according to the provisions on Acquisitions of Domestic Enterprises by Foreign Investors (“Acquisition Provisions”), the master departmental M&A rule promulgated by 6 central governmental departments, acquisitions transactions between a purely domestic Chinese enterprise (“DCE, target, target company, or seller”) and a foreign investor (“acquirer, purchaser, or buyer”) could be conducted in the types of either “Equity Acquisition” or “Asset Acquisition”, the official classification of M&A transactions in China.

Aspects related to M & A in China

Concerned governmental bodies and their regulatory functions

Ministry of Commerce (“MOFCOM”), it is the most important department for M&A by foreign investor.

China Securities Regulation Commission (“CSRC”) where the target company is a listed company.

State Administration of Foreign Exchange (“SAFE”)State Administration for Industry and Commerce (“SAIC”)National Development and Reform Commission (“NDRC”)State-owned Assets Supervision and Administration Commission

(“SASAC”) where the target company is a SOE.State Administration of Taxation (“SAT”)Ministry of Finance (“MOF”)

Our legal advisors have experience including but not limited to: review, drafting of contract; contract management; legal instruments issued by lawyer’s letter to help the company establish rules and regulations; designing program to avoid legal risks; involving in investment tenders, project negotiations; developing agents, dealing with trademark, patents, labor and personnel issues and so on. Special legal counsel for large-scale projects include providing special services, such as: M & A project, investment and financing of large-scale projects, financing listing (IPO), bankruptcy and liquidation.

Aspects related to M & A in China

Our commitments

Defending our customers privacy and reputationSeeking the utmost benefit for our clientProviding cost-worthy services with high efficiencyStriving for long term cooperation with clients and

establish service branding.We don’t serve for money, we serve for careerWe extend our fidelity in exchange of your fidelity

An initial screening has reviewed the following targets for your consideration

Name of the Company

Sales Volume Main Products

Jiangsu XX Electronics Co. Ltd

100 Million fly-back transformer

Jiangsu XX S & T Group 500 million transformers, sensors

Jiangsu XX Electronics Holding

200 million electronic ceramic products

XX Electronics Industrial Company

100 million resistance

XX S & T Company (among top one hundred

components enterprises)

450 million resistance (they possess 150 MU (1 acre = 6.07 MU idle

open area now)

xx Circuit Board Co. Ltd 100 million high-precision, single-double sided and multilayer PCB

Contact: Kelly Wang at 86 13910812366 Email: [email protected] Building 1, Huashizaoyuan, Chongwen District, Beijing China

Postcode: 100062Tel: +86 10 67016005; 87900877; 87900811; Fax: +86 10 67016005

www.consultPRC.com