Initial Public Offering ("IPO") Sponsorship

First Asia acts as a sponsor and financial adviser to the companies seeking an IPO on the Main Board and GEM Board of the SEHK, Nasdaq and TSE.

One of the most challenging experiences a company may go through is that of going public. As a means of raising new capital, improving financial leverage, or enhancing corporate profile, the advantages of listing a company are numerous. Not only can the company's potential and rate of return to shareholders be significantly increased through expansion, modernization and new acquisitions, going public can provide a vehicle for liquidity and potentially enormous personal financial rewards.

Advantages of Going Public

The process of going public by listing on a recognized stock exchange may be complicated, especially for a PRC enterprise. First Asia Finance can assist in this listing process to ensure a smooth transition from private to public company. From re-organizing the existing corporate, capital and management structures in preparation for registration with the Stock Exchange and Securities Commission, to ensuring that all documents will be properly filed, to finding the appropriate underwriter to market the company shares, First Asia Finance is committed to providing guidance and expertise in choosing the best alternatives available to the listing clients company. A series of concerns must be analyzed during the planning stage of the initial public offering to assess the possibility of a successful listing. First Asia Finance will give answers to resolve these concerns, including:

• Should additional shares of stock be authorised or issued?
• Should affiliated companies be combined?
• How can the company's articles of incorporation or bylaws be amended?
• Are the company's transactions or arrangements with the owners and members of management appropriate for a public company, and are they adequately documented?
• What important contracts and employment agreements should be put in writing?
• How much should the company raise from the Initial Public Flotation?
• What initial share price should the company offer?
• Which underwriter should the company appoint?
• What are the tax implications to the newly listed company? Could these be avoided?

Going public is an effective way of gaining a higher reputation in the market. The process includes:

• Due Diligence Process
• IPO Process and its Estimated Timetable

Due Diligence Process

Timely and carefully planned, our due diligence reviews and appraisals are critical to any successful IPO. The reviews and appraisals are a value added to the transaction by focusing on key commercial, financial and regulatory issues which will affect the acquisition structure and price or post-acquisition operations. The due diligence process basically includes an oral presentation of relevant facts and a written report with an in-depth analysis of the transaction. The scope of the analysis is determined in conjunction with the client to ensure that all of the key commercial, financial and regulatory issues are all covered.

During the due diligence process, we will discuss with the client and work closely with them to analyze whether a public offering is the best option for the client. If having a public offering is favour to the client, we will:

• advise on capital market alternatives and fund raising possibilities

• introduce our client to potential brokerage houses and strategic investors

• assist with presentations and negotiations with the strategic investors

• introduce professional parties such as legal advisers, valuers, underwriters and accountants etc.

• manage the progress to make sure the various professionals involved are all working towards the same goal within the same timeline

• manage the project allowing the management to continue to focus on growing their business

• help the client evaluate which market and stock exchange should choose to raise funds in. (such as the GEM Board, Main Board, Nasdaq or TSE)

• work with the management of the business to build a business plan and associated projections as well as initiating and carrying out business strategies that is critical at the opportunity and possible funding structures

After the completion of the IPO transaction, we will assist the client and comply the rules and regulations of SEHK or other reporting requirements. Utimately,our goal is to help you with your ongoing needs as you adapt to grow in the public market.

IPO Process and the Estimated Timetable