Teaser Memorandum

The First Half of 2017

Investment Opportunities In Korea Table of Contents

Important Notice ………………………………… 1

Key Summary ………………………………… 2

Expected Method of Investment Promotion …………………………… 3

Business Plan ………………………………… 4

Business Introduct ………………………………… 5

License ………………………………… 11

Capacity ………………………………… 12

Market ………………………………… 13

Financial Figures ………………………………… 14 Summary Private & Confidential

Investment Highlights

RBW is a K-POP (Hallyu) contents production company founded by producer/songwriter Kim Do Hoon, Kim Jin Woo, and Hwang Sung Jin, who have produced numerous K-POP artists such as CNBLUE, Whee-sung, Park Shin Hye, , etc. Based on the “RBW Artist Incubating System’, the company researches and provides various K-POP related products such as OEM Artist & Music Production (Domestic/Overseas), Exclusive Artist Production (, , etc.), Overseas Broadcasting Program Planning & Production (New concept music game show/Format name: RE:BIRTH), and K-POP Educational Training Program. With its business ability, RBW is currently making a collaboration with various domestic and overseas companies, including POSCO, NHN, Human Resources Development Service of Korea, Ministry of Labor & Employment, and KOTRA.

• Business with RBW’s Unique Artist Incubating •Affiliation Relationship with International Key Factors System Companies

Description • With analyzing the artists’ potentials and market trend, every stage for training and debuting artists (casting, training, producing, and album production) is efficiently processed under this system. Pictures

Company Profiles

Category Description Establishment Date 2013. 8. 26 Revenue 12 Billion Won (12 Million $) (2016) Website www.rbbridge.com Current Shareholder C.E.O. Kim Jin Woo 29.2%, C.E.O. Kim Do Hoon 29.2%, Institutional Investment 31.7%, Executives and Staff Composition 5.6%, Etc. 4.3% Head Office B1F Starhills, Janghan-ro 20-gil, Dongdaemun-gu, Number of 55 Employees History 2010. 03 Rainbowbridge Agency, Inc. Incorporation (CEO, Kim Jin Woo) 2012. 03 WA Entertainment Inc. Incorporation (CEO, Kim Do Hoon) 2014. 01 Overseas Broadcasting Program format (Re:Birth) copyright registration (KOREA COPYRIGHT COMMISSION) 2014. 03 Venture Business Certification (No. 20140103411) 2014. 04 Laboratory affiliated with the Company (Media & Contents Lab) Certificate (Ministry of Science, No. 2014111725) 2014. 10 Investment from KTB Network Project (Re:Birth Project, 1 Billion KRW) 2015. 02 Merger between WA Ent., Inc. and Rainbowbridge Agency, Inc. (Transfer of Rights) 2015. 02 Change of name from Joint Corporation Rainbowbridge Agency, Inc. -> RBW, Inc. (Co-CEO Kim Jin Woo, Kim Do Hoon). 2nd paid-in capital increase (Capital: 350 million KRW ->490 million KRW) 2015. 07 Investment of 7 billion KRW from KTB Network, Korean Investment Partners, Posco Venture, NHN (Capital: 490 million KRW-> 710 million KRW) 2015. 09 V-App PR-Marketing Agency contract with Naver Corporation 2016. 01 Selected as an operating institution for the 2016 Youth-employment academy ‘Entertainment-business Talent Training Program’, (by the Ministry of Employment and Labor, Human Resources Development Service) 2016. 06 Selected as ‘2016 Excellent Venture Company by Korea Venture Business Association

2 Expected Method of Investment attraction Private & Confidential

Investment Requirement

Method of Investment –RCPS or Common Stocks that worth about 10 billion Won.

Purpose of Using Invested Fund – Establishment of a subsidiary company in Japan and extending the business field for various types of business and global expansion

Category Description

Method of Investment Common Stock or RCPS The amount of fund comes from 10 Billion Won (Approx.) Investment Attraction Investment Location All Area of Japan - The entry of RBW Artists in global market and Japan Artists in Korean market / Establishment of a subsidiary Purpose of Using company in Japan for expansion of OEM/ODM Education business Invested Fund - Extending the company’s business to various global markets, including South-East Asia, -related nations, Vietnam, Europe, and Mid/North America, with Japan co-investors. Customers Various Asian countries, including China, Taiwan, Hong-Kong, Vietnam, Japan Actual Exports Approximately 20% of Total Sales

USD 1.5 Vietnam, Million Japan & Etc

USD 10 Million

2016's export record 1.5 million $ exports to International customers Vietnam, Japan, China, making connections with and Indonesia internal partner companies and advancing abroad by establishing Investment Plan Vietnam branch company planning the global expansion with co-investors in Japan by establishing the branch office with investments funds.

3 Business Plan Private & Confidential

Categories of Business Plan

Categories Description

 Developing the business that produces OEM Artists and contents with making a connection Artist Incubating with overseas companies (BtoB/BtoC) System  Expected Sales: 2 billion Won / year  Be able to dominate the market, because of absence of strong competitors Production and  Developing the business that produces and plans the K-POP artists’ world tour Planning of  More than ten businesses and 2 billion won sales per year, are expected Concerts/Performances  Diversification of business and creating stable revenue  Developing BtoC products that attract K-POP fans with its popularity and high accessibility. K-POP travel Package  Developing contents that utilize Korea and Japan’s geographical proximity and active cultural communication between them  Increasing the company’s brand value and popularity. Forecasting Financial Figures (Million Won) Categories 2016 2017 2018

Sales 10,623 15,934 18,165

Sales Cost - - -

(The rate of Sales Cost) (%) - - -

Gross Margin 10,623 15,934 18,165 Selling and Administrative 9,964 14,810 16,668 Expenses depreciation cost 348 464 499

Operating Profit 658 1,124 1,497 The Rate of Operating Profits 6.19% 7.05% 8.24% (%) Net Profit During the Term 881 1,293 1,672

R&D NA NA NA

R&D compared to Sales NA NA NA

Valuation (Late 2018) (Million Won)

Categories Description

The Estimated Net Profit During the Term 4,500

Equity Value (Late 2018) 135,000

Equity Value The Estimated Relative Value (Late 2018)

4 Business Introduction Private & Confidential

RBW Artist Incubating System / RAISe

‘RBW Artists Incubating System (RAISe)’ is RBW. inc.’s unique production system that manages the artists effectively. With analyzing the artists’ potentials and market trend, every stage for training and debuting artists (casting, training, producing, and album production) is efficiently processed under this system. 01 02 03 04 05

CASTING TRAINING PRODUCING PRODUCTION (MV, 안무, DEBUT 의상)  Special producer’s  Various training  Music production  Establishing the special  Artist Debut evaluation and activities (Dance, Vocal, specialized for artists’ styles concepts for each artist  Acting as a proxy in selection of would- Stage) for improving  Includes composing lyrics,  Dance Production, advertising and marketing be artists artists’ abilities arranging, mixing & Supporting filming MVs afterward mastering

 Process of OEM Artist Production Setting the scope Designating Sending the Requesting Progress of of business and the staff and Scheduling weekly and Artist Debut Production production estimating producers monthly reports

Main Business ①-1 OEM Artist & Music Production (B2B)

Development of music and artist with the request of agencies (Domestic/Overseas) RBW offers customized production agency services that fit the conditions and needs of customers, from artist casting, training, music producing, and style consulting to album production. With the production agency service, clients can minimize the cost for human and material resources to establish an entertainment company. In addition, the possibility of success in producing artists gets bigger by applying RBW’s effective training system. OEM Artists and Music Productions (Oversea)

LYN SEVENSENSE S.I.N.G XL Stage남단

TRAINING, TRAINING TRAINING, TRAINING, TRAINING MUSIC MUSIC MUSIC - PRODUCING, - PRODUCING - PRODUCING PRODUCTION

FRIDAY CODE-V SHU-I S.O.S S4

TRAINING CASTING, MUSIC CASTING, CASTING, - PRODUCTION TRAINING, TRAINING, TRAINING, MUSIC MUSIC MUSIC - PRODUCING - PRODUCTION - PRODUCTION

TUNG LEE LIME KELVIN NOO CHI PU PHUOC CASTING, CASTING, KHANH THINH TRAINING TRAINING, TRAINING, TRAINING TRAINING MUSIC MUSIC PRODUCING - PRODUCTION - PRODUCTION

5 Business Introduction Private & Confidential

Main Business ①-2 OEM Artist & Music Production (B2B)

OEM Artists Production (Domestic)

Tiny- Gee VIXX- GAVY G ks LEO N J Casting, Training Agent Casting, Training Training GnG HOW Ent, KW Ent, Producti Grandline Jellyfish Good Fellas on Ent. Ent Ent OEM Music Production (Domestic)

Standing Egg Lee Phantom Park Se Young Yeonji Louie(Geeks), Lee Hyun Nam Gyuri & Kyul Lean On Me Tomorrow Without Phantom City Shall we dance Woman’s Age about Woo A Man and Woman’s First (Feat. Park Se Young) You 30 Your Face Meeting

G.NA, Park Shin Hye Soulstar Cosmic Girl Brian (SoYul) Beautiful Day My Dear Rainy Street Masterpiece of You Don't you worry 'bout me (feat. San- Pretty Woman (Feat. Y-Shirt E) Mario)

Main Business - ② Exclusive Artist Planning & Production

MAMAMOO With accumulated experiences in artist & music production, RBW handles planning, PR and management of artists under exclusive contracts.

MAMAMOO is a composed of 4 members, Solar, Moonbyul, and .

Peppermint . Rookie of the Year’ Award, Seoul Success Awards Don’t Be Happy Hi Hi Ha He Ho Mr. Ambiguous Love Lane This Song Piano Man Chocolate(Feat. Whee Sung) 2014.01.09 2014.02.11 2014.05.30 2014.06.18 2014.07.18 2014.09.18 2014.11.21 (2014) Don’t Be Happy Peppermint Chocolate Marriage Not Dating OST OST Hi Hi Ha He Ho HELLO Piano Man th Part 2 Part 1 . ‘Rookie of the Year (Girl Group) ’, the 4 Gaon Chart K-POP Awards (2014) . Selected as ‘Top 5 Remarkable Super Rookies’ by Billboard (2015) . 8 First-Place trophies on music programs with ‘You’re The Best’ (2016) AHH OOP! SOLAR GAMSUNG Part.1 SOLAR GAMSUNG Part.2 Melting LG G5 & Friends OST SOLAR GAMSUNG Part.3 MEMORY 2015.12.11 2015.04.02 2015.10.23 2016.02.26 2016.04.04 2016.07.12 2016.11.07 Lived Like a Fool Only Longing . Top 10 on 2016 Melon Music Award AHH OOP! You’re The Woo Hoo In My Dream Decalcomanie Grows Best . ‘Best Entertainer’ on 2016 Asia Artists Awards

6 Business Introduction Private & Confidential

Main Business - ③ Overseas Broadcasting Program Planning & Production

Overseas Broadcasting Program Planning and Co-Production

RBW has developed the format of a ‘Reality Music Game Show (Format name: Re:Birth)’ containing the artist incubating system of selecting and training foreign pre-artists, with multi-location shooting in Korea and overseas. Starting with Indonesia, the program also has been planned, produced and aired in Vietnam. Season 2 of Vietnam and a new program in China is in the stage of planning. GALAXY SUPERSTAR

No.1 in - Country of Production: Indonesia, Korea Ratings - Main Sponsor: Samsung Electronics - Broadcasting Station: Indosiar - Broadcasting Period: 2012.2.19~2012.7.1 (20 Episodes) ※ Sunday Prime Time 20:00 ~ 21:00, Total of 22 Episodes

VK-POP SUPERSTAR

No.1 in - Country of Production: Vietnam, Korea Ratings - Main Sponsor: Lotte Group - Broadcasting Station: VTV3 - Broadcasting Period: 2014.3.15 ~ 2014.7.1 (20 Episodes) ※ Saturday Prime Time 20:00 ~ 21:00, Total of 20 Episodes

Main Business - ③ Overseas Broadcasting Program Planning & Production

With various skills and techniques while producing the contents for domestic/international artists, RBW headquarter solely invested and established foreign investment corporation, the special office, and broadcasting studio in Ho Chi Minh, Vietnam. RBW Vietnam office acts as a proxy in producing NAVER V App contents. As a result, over hundred thousand people have watched our exclusive program “KHANH KHANH SHOW”. Also, the first episode of “Hat theo yeu cau” has been viewed by over thirty thousand viewers. KHANH KHANH SHOW, Hat theo yeu cau

- Country of Production : Vietnam, - Broadcasting Station : Naver Xin Chao V - KHANH KHANH SHOW: one of the most famous programs for teenagers in Vietnam. Kelvin Khanh and Duy Khanh are the hosts. - Hat theo yeu cau: an innovative music program that suggests a slogan, “you order, we sing”

The One – Miracle in 7 Days

- Country of Production : China, South Korea - Broadcasting Station : SOHU TV Photos - The program that a famous singer ‘The Photos One’ trains normal people in 7 days Available available later later

7 Business Introduction Private & Confidential

Main Business - ③ Overseas Broadcasting Program - New Format Production Overseas Broadcasting Program - New Format “RE:BIRTH PROJECT” (CHINA / THAILAND)

Intention of Planning Program Features Asia’s first ever, new concept entertainment-music show! Project to produce a global top star Collaboration with top New format of ‘Music + Brand new format, a guarantee for high ratings and stars, Entertainment’ issue-making High ratings guaranteed Birth of the best idol group is approaching Support of Top Multi-location, Producers 12 pre-stars are divided into the ‘debut group’ and Exchange of Culture ‘second group‘. A fierce competition to remain as a & Debut Stage debut group takes place every week!

The 12 participants pair up with top stars of each Reality Music Game Show country and acquire stage items through entertainment games. Afterwards, with collaboration missions using the items, the best music stages begin.

A program that contains every aspect from a whole new fun, the best music stages, collaboration with top stars to the tears and laughter of a reality show.

Title RE:BIRTH PROJECT Genre Reality Music Game Show Duration Weekly, Prime Time Episode 14 times Main Business - ④ Performance, Event Planning & Production Performance, Event Planning & Production Based on experiences of artist and music production, RBW provides the client a customized ‘performance and event planning & production’. With top producing personnel and professionals of Korea, we have accumulated experiences in producing broadcasting programs and exclusive artists. RBW would be able to satisfy clients by offering effective online events and performance planning & production with a wide range of experiences. Cases in Korea Cases Overseas

Concerts & Fan meetings Various Corporate Events T-ARA’s Fan meeting BTS’s Performance in Vietnam (2016) of Korean/Foreign Artists in Vietnam (2016)

Exhibitions Local/College Festivals Basick’s Performance 4MINUTE’s Performance in Vietnam (2016) in Indonesia (2012)

8 Business Introduction Private & Confidential

Main Business ⑤ K-POP Educational Training Program _Dream Withus(B2C)

K-POP Educational Training Program “Dream Withus”

“Dream Withus” is an unique program of RBW for people who visit South Korea and who have a dream to become singers, dancers, and entertainers. The program offers a valuable chance to experience the process of becoming K-POP artists from casting to debut.

‘Dream Withus’ Curriculum and with international With practicing places members in are same as Participants> same dream Skillful and artists’ competent instructors who have Dream trained several Us famous K-POP artists

Participants> Participants>

Main Business ⑤ K-POP Educational Training Program _Dream Withus(B2C)

Skillful Instructor groups and RBW’s unique training techniques

This program is held in RBW Global Training Center (2,312㎡) with one-week course. Participants can experience high-quality and professional training programs with skillful K-POP producers, directors, and instructors. Also, outstanding participants will have an opportunity to have RBW audition. Stage videos will be edited and provided to all participants. In addition, special tour during the schedule will fully satisfy the participants by experiencing fantastic moment in various places of South Korea.

< Analysis > < Vocal Training > < Dance Training > < Recording Training >

< Stage Training > < Producer Lecture > < Lyrics Lecture > < MIDI Lecture >

< Style Consulting > < Artist Lecture > < Tour> < Performance>

9 Business Introduction Private & Confidential

RBW Core Competencies

RBW’s 4 Core Competencies

In-house top producers, monopoly of copyright Wide range of K-POP star-casting abilities for hit songs RBW Music Producing System RBW Agency Network

We operate an effective non-stop RBW has established a wide network producing system(planning, with various artists/agencies in Korea development, production) with top and overseas through projects and in-house producers including Kim collaborations. Do Hoon, Chief Executive Producer. Casting of judges, mentors and guest

With songwriters of famous K-POP appearances of K-POP stars essential songs for CNBLUE, Baek Ji Young, for an audition program is easier with , Wheesung etc. affiliated with RBW. Also, we possess a pool of the company, the right to use the composers, arrangers and musicians songs is secured in advance. who guarantee the quality of music in broadcasting programs.

To make an artist’s talent shine more brightly Best infrastructure, a foundation of growth for talents RBW Artist Incubating System RBW Global Training Center

The global training center(2,314 m2) A systemized artist training program contains facilities needed from and casting network based on years recording studios, dance training of OEM/ODM production of rooms, ensemble room, fitness room Korean/foreign artists to dormitories for effective production of Korean/foreign artists. RBW operates an integrated artist training program including vocal, In addition, producers, scriptwriter, dance, styling, stage performance and director, trainer and A&R experts are language skills. available at all times.

10 License Private & Confidential

License Technological Differentiation – Exclusive Right of contents (Artists, Music) and related patents and trademarks Patent – 12 Patent Application total and 7 Registered Patent total in the company

No. Category Description

40-2015-0087912 Trademark Registration ‘MAMAMOO’ Light Stick and Related Products (Code 28)

40-2015-0087913 Trademark Registration MAMAMOO Light Stick and Related Products (Code 28)

40-2015-0087916 Trademark Registration MAMAMOO (Logo) Light Stick and Related Products (Code 28)

40-2015-0075779 Trademark Registration ‘MAMAMOO’ Cosmetics and Related Products (Code 3)

40-2015-0075834 Trademark Registration MAMAMOO (Logo) Cosmetics and Related Products (Code 3)

40-2015-0075835 Trademark Registration MAMAMOO (Logo) Glasses and Related Products (Code 9)

40-2015-0075838 Trademark Registration MAMAMOO (Logo) Stationary and Related Products (Code 16)

40-2015-0075840 Trademark Registration MAMAMOO (Logo) Bag and Related Products (Code 18)

40-2015-0075850 Trademark Registration MAMAMOO (Logo) Clothes and Related Products (Code 25)

40-2015-0075842 Trademark Registration MAMAMOO (Logo) Head Accessories and Related Products (Code 26)

40-2015-0075837 Trademark Registration MAMAMOO (Logo) Jewelry Accessories and Related Products (Code 14)

40-2015-0075830 Trademark Registration MAMAMOO Head Accessories and Related Products (Code 26)

40-2015-0075828 Trademark Registration MAMAMOO Clothes and Related Products (Code 25)

40-2015-0075826 Trademark Registration MAMAMOO Bag and Related Products (Code 18)

40-2015-0075825 Trademark Registration MAMAMOO Stationary and Related Products (Code 16)

40-2015-0075823 Trademark Registration MAMAMOO Jewelry Accessories and Related Products (Code 14)

40-2015-0075804 Trademark Registration MAMAMOO Glasses and Related Products (Code 09)

40-2015-0075801 Trademark Registration MAMAMOO Cosmetics and Related Products (Code 03)

40-2015-0075799 Trademark Registration ‘MAMAMOO’ Head Accessories and Related Products (Code 26)

40-2015-0075795 Trademark Registration ‘MAMAMOO’ Clothes and Related Products (Code 25)

40-2015-0075793 Trademark Registration ‘MAMAMOO’ Bag and Related Products (Code 18))

40-2015-0075789 Trademark Registration ‘MAMAMOO’ Stationary and Related Products (Code 16)

40-2015-0075784 Trademark Registration ‘MAMAMOO’ Jewelry Accessories and Related Products (Code 14)

40-2015-0075782 Trademark Registration ‘MAMAMOO’ Glasses and Related Products (Code 09)

41-2015-0049069 Trademark Registration MAMAMOO Performance Rights and Related Products (Code 41)

41-2015-0049068 Trademark Registration MAMAMOO Cosmetics Wholesale Business and Related Products (Code 35)

41-2015-0049055 Trademark Registration ‘MAMAMOO’ Performance Rights and Related Products (Code 41)

41-2015-0049072 Trademark Registration MAMAMOO (Logo) Cosmetics Wholesale Business and Related Products (Code 35)

41-2015-0049084 Trademark Registration MAMAMOO (Logo) Performance Rights and Related Products (Code 41)

41-2015-0049054 Trademark Registration ‘MAMAMOO’ Cosmetics Wholesale Business and Related Products (Code 35)

11 Capacity Private & Confidential

Capacity

Korea Headquarter Office: located in Dongdaemun-gu, Seoul (2,312㎡). Includes training center, office, recording studio Vietnam Branch Office: Established in Thành phố Hồ Chí Minh on March 2016. Provides various broadcasting/music/performance/concert contents via NAVER V App

B1

< Main Entrance > < Interior > < Office Area > < Conference Room > < Styling Room >

< Recording Studio 1 >< Recording Studio 2 > < Producer’s Studio >< Dance Practice Room >

1F

< Studio > < Dance Practice Room> < Performance Stage > < Recording Studio > < Cafe >

< Company View >

12 Market Private & Confidential

Markets

Production of OEM Artists & Contents: Even though there were several cases of K-POP artists’ global expansion, it is hard to find the similar business to RBW’s unique OEM artist & content production system in the global market. It is highly expected that RBW can develop and advance their businesses globally (China, Indonesia, Vietnam) and earn nearly 5~10 billion won per year. Many K-POP producers (composers and lyricists) have recently worked in J-POP market. Many contents can be provided to the market by utilizing RBW's unique content producing system. It is highly expected that our company's technologies and know-hows would be helpful for developing the related business (Artist casting, training, music and album production) and exporting the contents or systems to other markets.

The popularity of the business item: The music market of Japan is very similar to K-POP market; many idol groups are being debuted and trained in both markets. It is expected that the similarity of both markets would be helpful for minimizing costs (Time, money) of the business.

RBW excellent Localizatio OEM contents of n strategies SYSTEM J-POP market

The most outstanding producing team in South Korea. Characteristics of the local Ability to develop and expand the RBW's unique and exclusive market and various business by utilizing the artist incubating system from strategies advantages of the leading company casting to debut

13 Financial Figures Private & Confidential

Financial Records in the last three years

Total sales of 10.6 billion won in 2016 (Audited): Total sales of 2015 is 1.7 billion won, which were a 100% rise from 2014’s total sales. The stable growth of total sales and net profit during the term: the net profit and total sales has been increased from 2013 to 2016. Diversification of sales: Different from other entertainment companies that focus on their artists, big part of sales of RBW, Inc. comes from various businesses including OEM/ODM content & artist production, educational business, and broadcasting production.

(million won)

2013 2014 2015 Categories Unaudited Unaudited Audited Sales 825 2,231 5,248 Sales Cost - - - (The rate of Sales Cost) - - - Gross Margin 825 2,231 5,248 Selling and Administrative 631 2,104 4,515 Expenses depreciation cost 0 0 0 Operating Profit 194 126 733 The Rate of Operating Profits 23.5% 5.6% 14% (%) Net Profit During the Term 170 181 424 R&D 0 71 110 R&D compared to Sales (%) 0% 3.2% 2.1%

EBITDA 194 126 969

Total Capital 353 2,391 10,199

Total Liabilities 133 1,734 1,980

Net Property 220 657 8220

Debt Ratio 60.7% 246.5% 24.1%

14