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Post-conference Masterclass

Post-conference Masterclass. Establishing and Structuring a CleanTech Fund Post conference Masterclass / 9:00 am to 12:30pm - 3 September 2010, Hong Kong. Masterclass Program. Establishing and Structuring a CleanTech Fund

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Post-conference Masterclass

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  1. Post-conference Masterclass Establishing and Structuring a CleanTech Fund Post conference Masterclass / 9:00 am to 12:30pm - 3 September 2010, Hong Kong

  2. MasterclassProgram Establishing and Structuring a CleanTech Fund 9:00 (Part I) Introduction and overview of investment and legal strategy in cleantech funds Facilitated by: • Christopher Tung, Partner, K&L Gates, Hong Kong • Christopher Bongars, Founder & CEO, SustainAsia, Hong Kong 10:00 (Part II) Setting up a parallel fund structure in Hong Kong and China Facilitated by: • Michael Chan, Partner, K&L Gates, Hong Kong • James Chen, Partner, K&L Gates, Taiwan 11:00 (Part III) Opportunities and risks for funds in carbon trading and finance Facilitated by: • Christopher Tung, Partner, K&L Gates, Hong Kong • Rutger de Witt Wijnen, Partner, De Brauw, Netherlands • GeertPotjewijd, Resident Partner, De Brauw, China 12:00 Question and Answer and Panel Discussion 12:30 Lunch

  3. MasterclassPart I Establishing and Structuring a CleanTech Fund About SustainAsia Defining the right strategy & positioning What are the Key Success Factors? Adding value across the entire investment cycle Selecting quality investment opportunities

  4. About SustainAsia • Sustainability and clean & green technologies • Focus on the Asia Pacific region • Since 2005, we provide services, expertise and tools to high performance companies and investors CONSULTING TECHNOLOGY INVESTMENT Shanghai • Independent expertise on cleantech&greentech as well as environmental and energy infrastructure investments • Assessment of risks and opportunities, as well as due diligence of private equity investments, project financing or M&A transactions. Singapore Brisbane Melbourne • Asia Pacific partner of Enablon, a global leader of governance, risks and compliance IT solutions • Joint Venture partner in Greenware, a provider of next generation end-to-end wireless intelligent monitoring solutions. Auckland Main Offices Associates & Partner firms

  5. Investment Advisory Innovate & accelerate Research, evaluate, execute & exit SustainAsia selects and assists high-potential technology and service companies in the clean & green technology and eco-efficiency sectors to accelerate their growth in the Asia Pacific region. SustainAsia advises financial services and investment groups on investment risks and opportunities in clean & green technology, energy and environmental infrastructure in the Asia Pacific region. As a technology and industry expert, SustainAsia provides research and transaction services for the independent assessment and due diligence of targeted companies during private equity investment and merger & acquisition transactions.

  6. MasterclassPart I Establishing and Structuring a CleanTech Fund Defining the right strategy & positioning What are the Key Success Factors? Adding value across the entire investment cycle Selecting quality investment opportunities

  7. Defining the rightstrategy & positioning The designation “clean technologies” (“CleanTech” in short) are used interchangeably to designate solutions, products or services with innovative and high knowledge content, aimed at optimizing the use of natural resources (water, energy, raw materials, etc.) and reducing their ecological impact – for instance the quantity of greenhouse gas emissions, also known as ‘carbon footprint’ – while adding economical value: Photo: BIPV concept (Building Integrated PhotoVoltaics) Photo: hybrid vehicle (hydraulic technology) in China Photo: Advanced UV disinfection

  8. Defining the rightstrategy & positioning Cleantechisa youngindustry. Today the main bulk of investments in innovation and intellectualpropertyisstilloccuring in Europe and NorthAmerica. This trend willstartreversing in the years to come, with the rise ofcleantech‘champions’ in Asia Pacific exportingtheirown technologies Cleantechsolutions: a global market.Asia (and China in particular) isalready a formidable platform for the manufacturing and exporting of highlycompetitiveCleantechproducts to international markets. In parallel, givenitsrapideconomicgrowth, the demand for Cleantechproducts& services inAsiaisstrong Technologytransfersare accelerating.Cleantechcompanies are actively seeking an international presence through strategic M&A transactions. The identification of strategic&technological gaps is a key aspect of the anyfundinvestmentstrategy Avoidance of hot sectorsover-invested or over-subsidized

  9. Defining the rightstrategy & positioning Focus of this presentation = VC/PE

  10. Defining the rightstrategy & positioning

  11. MasterclassPart I Setting-up a clean technology fund in Asia Defining the right strategy & positioning What are the Key Success Factors? Adding value across the entire investment cycle Selecting quality investment opportunities

  12. What are theKey Success Factors? A clear investment strategy with a systematic approach to adding value through the entire investment process and delivering high returns to investors A well targeted positioning to capture Cleantech emerging opportunities and to address high value strategic and technological gaps through a global network of professionals and partners Strong combination of experience and skills: a unique and diversified team with deep industry expertise, local knowledge and all the skills needed for quality investments Active and credible sponsor with solid track record: a long established presence with a proven infrastructure A rigorous investment methodology: systematic, robust and responsible investment selection, execution, management and exit processes Balanced investment opportunities: access to an on-going diverse and proprietary deal flow Optimized investment structure: a transparent and safe investment vehicle with full management and advisory capabilities in the selected geography

  13. MasterclassPart I Setting-up a clean technology fund in Asia Defining the right strategy & positioning What are the Key Success Factors? Adding value across the entire investment cycle Selecting quality investment opportunities

  14. Adding value across the entireinvestment cycle Typical VC/PE fund organization: team Investment Committee (Fund Management Co.) External Advisors & Experts LegalAdvisor Financial Advisor Auditor + Industry Experts by theme (depending on targets) Investment & Management Team (full-time professionals) Dedicated Partners for origination, transaction & exit, plus fund raising and investors relations) + dedicated team for Research, Analysis & Investment Management and Execution of investment & divestment transactions Advisory or Supervisory Board Sponsor + Strategic Advisors + Nominees of Investors (Limited Partners)

  15. Adding value across the entireinvestment cycle Excellence across the entire value chain Sourcing & Screening Permanent Investing 2-6 months Building Value 2-3 years Divesting 6-12 months Proprietary Sourcing Structured Investment Process Strategic Advisory Positioning Continuous Monitoring Advisor Selection Intermediated Sourcing Proven due diligence network Value Roadmap and KPI Coordination of parties Managing transaction parties

  16. Adding value across the entireinvestment cycle Typical due diligence and audit team: industry and professional expertise

  17. MasterclassPart I Setting-up a clean technology fund in Asia Defining the right strategy & positioning What are the Key Success Factors? Adding value across the entire investment cycle Selecting quality investment opportunities

  18. Selecting quality investment opportunities • Investment criteria (stage, size, sector, company profile) • Commercial Factors • Financial Factors • Non-financial factors (including governance and Responsible Investment policies, if applicable) Approval Approval Approval * Each stage of the investment process requires prior approval of the Investment Committee Approval 18

  19. Selecting quality investment opportunities Market acceleration & technology transfer Long term value delivered SustainAsia is providing consultancy services to accelerate the market entry into Asia, of an innovative water disinfection technology company, through extensive market assessment, business planning and implementation, identification and selection of strategic partners, as well as identification of 'early adopters'. Access to Asian market, initial promotion and representation steps, setting up distribution channels and demonstration project. Introduction to leading industry players. “We approached SustainAsia to help initiate and build our base and distribution network throughout China and South East Asia. SustainAsia’s deep knowledge of the region, its water industry, the business culture and their wide network of relationships were key factors in our successful launch and our flourishing business in Asia” OdedRose, Executive Vice President, Atlantium Ltd

  20. Selecting quality investment opportunities Due diligence & audit – Infrastructure Long term value delivered SustainAsia provides independent and confidential technical and operational reviews, before, during and after construction of the project, to ensure that the design, construction, operation and management systems \are meeting applicable internationally recognized standards SustainAsia provides the necessary due diligence and audits for assessing operational risks, execution risks, as well as the implementation of cutting edge eco-efficiency practice Fact findings and independent assessment of the growth opportunities as well as technology, industrial and operational risks faced by the investors. Validation of key assumptions in the financial model

  21. Selecting quality investment opportunities Due diligence & audit – PE investment Long term value delivered SustainAsia is mandated by several private equity investment and asset management firms to conduct independent assessments and due diligences of several clean technology companies in China, prior to a growth capital expansion transaction. Our due diligences comprise site visits, interviews with management, technical auditing and market assessment, report on observations, analysis and recommendations, and contribution to the investment memorandum. Independent and unbiased expert opinion, clarification on ‘key’ aspects of the transaction as well as possible technology & execution ‘deal breakers’ resulting in a more accurate valuation of the targeted company “We engaged SustainAsia to help us evaluate an investment opportunity in the environmental services space and we found their services invaluable: they were able to get our team up to speed on the landscape in China, and subsequently, help us evaluate the investment during site visits offering real expertise. Throughout our due diligence process, SustainAsia was a great resource and gave us comfort on many issues.” Vinay Kumar, Vice President AEA Investors

  22. Thank You Any question or inquiry shall be directed to: Christophe BONGARS Founder and CEO, SustainAsia Ltd 3905 Two Exchange Square, Suite 7495, 8 Connaught Place, Central, Hong Kong E-mail: cbongars@sustainasia.com Tel: (852) 3667 9118 www.sustainasia.com

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