STEVE VICKERS ASSOCIATES

Risk Solutions for a Complex World Integrity | Commitment | Experience STEVE VICKERS ASSOCIATES

Initial – Reverse Investigative Due Diligence Services

SVA’s Business Risk and Intelligence is especially important in the pre-listing potential “show stoppers”. This can either Group has unique experience in process. A huge amount of material facilitate a complete disengagement from supporting financial institutions, is generated in support of the offering the listing or help deal with these matters funds, investment banks and many document but much of this important before they adversely impact the listing. others in conducting investigative documentation is often unverified, due diligence, pre-transactional incomplete and on occasion downright SVA’s Methodology assessments, business risk misleading. SVA’s goal is to provide a We will initially meet with our client to and political risk services. detailed understanding of the actual discuss any specific concerns or points circumstances of the company to be of emphasis they may wish to focus on. Clear and accurate information is critical to listed and to highlight, at an early stage, Thereafter, an extensive open source successful IPOs and RTOs, especially given any material or important issue. exercise will commence during which the increasing requirement for disclosure we will access online resources, public and more transparency in exchanges Why Investigative Due Diligence is Necessary into IPOs/RTOs records, corporate filings, specialist around the world. This requirement is corporate journals and other relevant more difficult in the emerging markets Experience has shown that whilst detailed information. Using the data acquired of China and Southeast Asia. efforts are conducted by law firms and from a combination of the client’s own High profile disclosure in the United accountants into the information provided information and our findings from our States of financial irregularities in by listing candidates, a wider, more holistic open source exercise, we will identify Chinese-based but US-listed companies approach is beneficial in identifying knowledgeable persons with specific has illustrated the need for in-depth practical or off-balance sheet risk. SVA’s industry knowledge of the subject company. efforts complement professional services investigative due diligence prior We will then utilise discreet industry provided by lawyers and accountants. to the listing of these entities. sources and conduct appropriate IVDD conducted early in the IPO process inquiries with regulatory organisations, IPO/RTO Due Diligence can save time, money and potential distributors, clients, competitors Investigative due diligence (“IVDD”) is a embarrassment, in that the investigative and other industry figures. critical part of any major transaction but process will swiftly throw up key issues or STEVE VICKERS ASSOCIATES

Initial Public Offering – Reverse Takeover Investigative Due Diligence Services STEVE VICKERS ASSOCIATES

We will compare our analysis with the ■■ The “real” corporate structure, as ■■ Potential exposure under anti- contents of the listing documentation distinct from that which may be corruptions statutes, both available and will highlight potential listed in the draft IPO prospectus international and local risks or other material issues. ■■ A snap shot of the operations ■■ Quality of accounting, Our focus is to look at people on the ground and the business’ governance and reporting and organisations in great depth actual day-to-day activities ■■ Key relationships and then compare this to the ■■ Comment from former employees, Obvious Red Flags documented IPO material. distributors, vendors and others High profile media disclosure has Our reports are reasoned, balanced and ■■ Industry reputation highlighted a number of risk factors factual and always include an executive ■■ The background of directors, in listed companies. These tend to be summary for senior management. managers and key advisors industry specific. SVA has an excellent ■■ The integrity of key stakeholders Key Reference Points working knowledge of these and can ■■ The litigation history of all advise clients and their legal advisors as Every IPO/RTO is slightly different in nature the entities concerned to relevant and specific risks. Typically but in our experience the following aspects ■■ Relevant political issues such risks fall into three broad categories: should be carefully considered during the – local and national course of the IVDD exercise, especially ■■ Operational Risk ■■ Labour or other social issues for Chinese or Southeast Asian listings: ■■ Reputational Risk which might have potential ■■ Regulatory Risk impact on the transaction

Why Us? Hands-on experience and a proven track record: Related Services ■■ Investigative Due Diligence Services Our professionals have many years’ We are trusted by banks, insurance ■■ Political and Business Risk experience in dealing with the most sensitive companies, funds and high net-worth Assessment Services and crucial issues affecting corporate clients, individuals throughout the world. institutions and high net-worth individuals. ■■ Employee Integrity High reputation and trust of governments & Screening Services Our depth of know-how, experience throughout the Asia Pacific region. and local knowledge in our field is unrivalled in Asia. Independence. We provide truly independent advice. We are Asia based. Our key personnel reside in the region, making it easier to We respond on a 24-hour basis deploy rapidly and efficiently and to mobilise to emergency situations. supporting networks. Resources Worldwide

24-Hour Crisis Response Hotline About SVA (+852) 9196 2350 Steve Vickers & Associates (“SVA”) is a specialist risk consulting company. The company serves corporations, 20/F Effectual Building, banks, , high net-worth individuals 14-16 Hennessy Road, Wanchai, Hong Kong and insurance companies around the world. Tel: (852) 2528 1230 The company is led by Stephen G. (Steve) Vickers Fax: (852) 2528 1231 who has 36 years hands-on experience in the [email protected] business intelligence and special risk business. www.stevevickersassociates.com