IPO OF JYG AUSTRALIA LTD

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1 Lead Manager IPO OF JYG AUSTRALIA LTD January

2 JYG Australia aims to be the leading professional services firm in Australia focusing on Asian inbound capital. Taking a multidisciplinary approach, JYG Australia advises on transactions for Asian investors by providing them with high-quality accounting, legal and financial services. As part of its growth strategy, JYG Australia plans to incorporate deal origination capabilities. 1

3 IPO-Capital Raising Offer Shares on issue Pre IPO 65,408,163 IPO Shares issued: 17,000,000 Subscription price: $0.20 Capital Raising amount: $3,400,000 Shares Issued to Vendors at IPO: 2,500,000 Post capital raise shares on issue: 84,908,163 Market 20c per share: $16,981,633 2

4 Introduction The first TST entity (TST Accountancy Pty Ltd) was established in The entity provided professional and taxation services to Melbourne s growing Asian migrant community primarily from Hong Kong and south-east Asia. In 2012 TST Partners Group transformed into a multidisciplinary professional services firm with an increased focus on cross-border, investment-related business advisory services through the formation of TST Capital. The Company continues to service both SME s and UHNWI clients with many second and third generation Australian clients. The Company s multidisciplinary model maximises the value attributed by each client. In 2016 Shanghai based private equity firm, Jingyi Group Co Ltd committed to a $5m strategic investment and a further $1m raised from private investors. TST Partners Group is a wholly owned subsidiary of JYG Australia Ltd. The Company will undertake acquisitions of complementary practices to enhance size, expand its Asian presence and enter new business segments. 3

5 Pro-Forma Consoldiated Statement of Profit or Loss 4

6 PRE-IPO & IPO Acquisitions Vendor Purchasing entity Asset description Acquisition cost Status Completion date TST Partners Pty Ltd TST Partners Accountants Pty Ltd Business goodwill & assets Scrip for scrip Completed 1/09/2017 Connect Audit & Assurance Pty Ltd TST Audit & Assurance Pty Ltd Business goodwill & assets $800,000 Contract IPO Linxcorp Australia Pty Ltd TST Partners Accountants Pty Ltd Business goodwill & assets $200,000 Contract IPO Baltazar & Ren Accounting TST Partners Accountants Pty Ltd Business goodwill & assets $1,500,000 Contract IPO SJ Accounting Services TST Partners Accountants Pty Ltd Business goodwill & assets $300,000 Contract IPO Rose Lawyers and Conveyancers TST Partners Lawyers Business goodwill & assets $500,000 Contract IPO 5

7 Group Entities ^ All subsidiaries will be wholly owned except by TST Partners Group, except for TST Asset Management Pty Ltd where it will hold 51%. * Acquisition prior to or upon IPO # Upon completion of consolidation transactions 6

8 Organisation Chart 7

9 Service Model 8

10 Board of Directors & Company Secretary 9

David Bryson Turnbull Non-Executive Director & Chairman David Turnbull has over 40 years experience in the legal and financial services sectors including roles: as corporate counsel for the

His financial services experience includes preparing applications for Australian financial services licences and compliance programs, and acting for foreign financial service providers.

He holds a Bachelor of Jurisprudence and a Bachelor of Laws from Monash University and is a barrister and solicitor of the Supreme Court of Victoria.

He has over 14 years experience in the Australian accounting and finance industry.

11 David Bryson Turnbull Non-Executive Director & Chairman David Turnbull has over 40 years experience in the legal and financial services sectors including roles: as corporate counsel for the Australian Industry Development Corporation; in investment banking at Elders Finance Group Ltd ; and in consultancy at Corrs Chambers Westgarth. His financial services experience includes preparing applications for Australian financial services licences and compliance programs, and acting for foreign financial service providers. Mr Turnbull is also experienced in private placements of securities, setting up wholesale and registered managed investment schemes and general corporate and commercial work. He holds a Bachelor of Jurisprudence and a Bachelor of Laws from Monash University and is a barrister and solicitor of the Supreme Court of Victoria. Francis Lee Gu Managing Director/ Chief Executive Director Francis Gu has been the Managing Director of the TST Partners Group of entities since He has over 14 years experience in the Australian accounting and finance industry. Prior to this, he worked with a boutique corporate finance firm working with Australia s major financial institutions. Mr Gu has been instrumental in transitioning the group from a suburban accounting firm to a multidisciplinary professional services group. He holds a Bachelor of Commerce majoring in Finance from the University of Melbourne and is a Member of the Institute of Public Accountants. Wai Liam Ng Non-Executive Director Wai Liam Ng has been advising international and Chinese companies in Hong Kong and China for the past decade. Before that, he worked for a number of Hong Kong publicly listed companies and Western multinationals in the Greater China region. Mr Ng has served as Non-Executive Director of Stanfield Funds Management Ltd (now Swift Networks Group Limited (ASX: SW1)) and Mariner Corporation Ltd (ASX: MCX). Mr Ng was educated in Australia and holds two degrees from Monash University, one in Engineering and the other in Business Information Systems. He speaks English, Cantonese, Mandarin, Malay and Indonesian. Rod James North Non-Executive Director Rod North has 25 years financial services experience. He is the founder and Managing Director of investor relations and public relations firm, Bourse Communications. Mr North features regularly as a business and investment commentator on numerous radio and TV programs. He contributes quarterly to the ASX Investor Newsletter and his three books, include the bestselling, Understanding the Investment Clock Your Road to Recovery. He is currently a Non-Executive Director of ibosses Corporation Limited (ASX: IB8) and Cosas United Limited. Mr North is a Fellow of FINSIA and a Fellow of the Australian Institute of Company Directors. 10

12 Chao Ding is an experienced banking and finance professional, having held senior executive positions with major Chinese investment banks. Most recently, he headed an international investment research and analysis division for the Bank of China International Holdings Limited. Mr Ding has also held senior positions with Changjiang Pension Insurance Co. Ltd, which manages over $600 billion of superannuation. Chao Ding Non-Executive Director Mr Ding graduated from Federation University Australia with a Bachelor of Business and Commerce. JS Justyn Stedwell Company Secretary (from Listing) Justyn has over 10 years experience as a company secretary for ASX listed companies across a broad range of industries including the IT and telecommunications, biotechnology, agriculture, and mining and exploration sectors. He is currently the company secretary of several ASX listed companies including TBG Diagnostics Limited (ASX:TDL), Imugene Limited (ASX:IMU), Lifespot Health Limited (ASX:LSH), Golden Mile Resources Limited (ASX:G88), Wonhe Multimedia Commerce Limited (ASX:WMC) and Broo Limited (ASX:BEE). Mr Stedwell s extensive education includes: Bachelor of Business and Commerce (Management and Economics) from Monash University; Graduate Diploma of Accounting from Deakin University; Graduate Diploma of Applied Corporate Governance from Governance Institute of Australia; and Graduate Certificate of Applied Finance from Kaplan Professional. As at the Prospectus Date, Francis Gu is the company secretary of the Company. From Listing, the company secretary of the Company will be Justyn Stedwell. 11

13 Management Team 12

Karl O Shaughnessy Director TST Asset Management Karl O Shaughnessy has over 30 years experience in financial markets, spanning the global banking and hedge fund industries.

Mr O Shaughnessy has worked for: Australian Bank Ltd; Elders Merchant Finance; National Mutual Royal Bank; Dresdner Bank; and National Australia Bank (NAB).

Ltd ACN 088 284 388 which had peak assets under management of US$ 2.2 billion and Southbank Trading.

Peter Ng Principal TST Partners Lawyers Peter Ng heads TST Lawyers property and conveyancing division, specialising in property, commercial, and estate planning matters.

14 Karl O Shaughnessy Director TST Asset Management Karl O Shaughnessy has over 30 years experience in financial markets, spanning the global banking and hedge fund industries. His extensive trading experience and senior management roles includes Head of Foreign Exchange at NAB. Mr O Shaughnessy has worked for: Australian Bank Ltd; Elders Merchant Finance; National Mutual Royal Bank; Dresdner Bank; and National Australia Bank (NAB). Since 1998, Karl has been a significant contributor to the Australian hedge fund and superannuation community through his executive roles with National Custodial Services, Kaiser Trading Group Pty Ltd ACN which had peak assets under management of US$ 2.2 billion and Southbank Trading. Mr O Shaughnessy s dynamic financial career has been characterised by strong business acumen and a talent for strategic innovation. Peter Ng Principal TST Partners Lawyers Peter Ng heads TST Lawyers property and conveyancing division, specialising in property, commercial, and estate planning matters. Mr Ng has personal and professional connections across a wide network of real estate agents, finance brokers, bankers and financial planners, and services clients locally and across greater Southeast Asia. Before practising law, Mr Ng was an investment banker and associate director of a boutique private equity firm, Transocean Securities Pty Ltd specialising in advising emerging mining and renewables companies. Mr Ng holds: Bachelor of Economics; Master of Business Administration; Master of Law; and Graduate Diploma in Legal Practice. George Josephides Director TST Partners Lawyers George Josephides has over 25 years experience in a variety of Melbourne-based law firms. He has worked closely with businesses and governments, providing legal advice in: corporate and commercial law; mergers and acquisitions; leasing; joint ventures; and international contracts for corporate clients. Mr Josephides holds a Bachelor of Laws from the University of Melbourne, and is the current joint Chairman of the Business Law Specialist Group in association with the Law Institute of Victoria. Annie Lim Director TST Finance Annie Lim has held local and international management roles in finance and property. She holds management consulting roles with the international property marketing firm, My Property Global as well as other developers and real estate firms. Ms Lim began her career as an information analyst in Singapore before joining American International Assurance. She was Singapore s first accredited mortgage consultant and opened its first mortgage consulting firm, Global Creatif Financial. She continues as a management consultant with the Mortgage and Finance Association of Singapore. Annie is also a Certified Mentor with Mortgage and Finance Association of Australia. Ms Lim holds a Bachelor of Economics from Monash University. She is a Certified Financial Planner, and is a licensed real estate agent and finance broker. 13

15 Erwin Abbinga has over 30 years experience in business advisory and tax, and is a Fellow of the Certified Practicing Accountants of Australia. He has been a CEO, CFO and COO, as well as held Board positions at various private and public companies. In 2014, he co-authored and was one of the presenters of an Australia-wide lecture series with PwC, JB Were and Clayton Utz, advising accountants and advisors on succession planning, business diagnostics and vendor due diligence. Erwin Abbinga Acting Chief Financial Officer/ Director of TST Capital He has been a principal or director of companies in the following industries: accounting; financial services; HVAC manufacturing; business valuation; renewable energy; human resources; and information technology EL Eddie Li Principal Consultant of TST Accountants Eddie Li founded TST Accountancy Pty Ltd in 1988, the forerunner of TST Accountants. He has over 35 years experience as an accountant and tax expert in Australia. Before establishing TST Accountants he held positions with the Australian Taxation Office and KPMG Australia. Mr Li continues to serve his clients with technical taxation and accounting advice as well as leading the practices technical publications and seminars. Mr Li has been a member of CPA Australia since 1984 and a Fellow of the Taxation Institute of Australia. He holds a Bachelor of Commerce (Accounting) from the University of Melbourne. 14

16 Group Growth Strategy 15

17 Growth Strategy DOMESTIC INTERNATIONAL Target Clientele: - High net wealth / family offices - SME - Large private companies - Micro-cap ASX listed companies - Foreign corporations - High net wealth individuals - Family offices looking to or have investments in Australian assets / businesses Niche Demographic: High net wealth ethnic Chinese Australian residents Ethnic Chinese clients residing in south-east Asia and greater China regions with Investment / business interests in Australia 16

18 Growth Strategy COMPETITIVE ADVANTAGES Unique Service Model The Directors believe that the Company s CRM distinguishes us from current standard industry practices. This model is more commonly found in private banking rather than professional services firms. Multidisciplinary Business Model The Directors believe that the Company s multidisciplinary model is providing a distinctive advantage in the SME and UHNWI segments. While the Big 4 accounting firms have begun to adopt similar models, few others offer it. The Company believes that its application of this model in the SME and UHNWI segments provides it with a great opportunity, given these segments are not the target of most current providers of this model. Deal and Transaction Advisory The Company s ability to advise on deals and transactions between Australia and Asia proactively generates client opportunities. Through channels across Asia, including joint venture offices and other professional networks, the Company promotes transactions that grow our client and fee base. Asian Presence The Company s presence in Malaysia, Hong Kong, and China enable cross-border investments and business between Asia and Australia. The Company s relationships in those locations are deeper than traditional fee based affiliations as the Company will co-invest with joint venture parties to promote Australian investment opportunities and capital flows. As part of enabling investments, the Company will offer its suite of professional services to clients. 17

19 Growth Strategy IPO Acquisitions The following businesses will be acquired. Accounting and tax Baltazar & Ren Accounting This prominent practice located in Box Hill, Melbourne is very close to the Company s Box Hill office. The firm has a large ethnic Chinese client base and will boost the Company s service offering to recent business and investor migrants from China. SJ Accounting Services This Glen Waverley practice boasts a strong, growing client base of Chinese business migrants. Linxcorp Australia A business services and tax practice. Audit and assurance Connect Audit & Assurance An audit and assurance firm with a history of cross-referrals. This acquisition adds to our multidisciplinary service offer to include statutory audit, forensic accounting and experts report engagements. Legal Rose Lawyers and Conveyancers This 40-year-old Forest Hill law practice is located among a growing Asian migrant population and is an ideal acquisition to capture local clients. 18

20 Growth Strategy PROPRIETARY SOFTWARE DEVELOPMENT Clients of professional services businesses expect to conduct business anywhere, anytime and to access information instantly across multiple devices. The Company s accounting practice began developing a cloud-based proprietary practice and CRM software in The system will be redeveloped so it can be used across the Group. In addition to the CRM and practice management components, the software will also feature: Referral management system; Client document management system (greater client access to their documents and account); Data-mining tools for cross promotional opportunities across the groups client database; Facilitate cross border payments via traditional means such as credit cards as well as via new payment technologies such as Alipay and WeChat pay which is widely used across Asia; and Cloud-based and mobile device friendly better and secure access for staff and clients. 19

21 Growth Strategy Organic Our multidisciplinary model provides a suite of professional services to improve the opportunity to maximise value from each client. Launch of asset management business The Company will launch an asset management business upon TST Asset Management obtaining an Australian Financial Services Licence. The Company s planned investment funds services shall include but not limited to, property development; private mortgage; and equities and fixed income. TST Asset Management will also offer funds management services to third parties. 20

22 Growth Strategy Future acquisitions The Company will continue to look for suitable additional acquisitions in other Australian capital cities to drive growth and enhance the Company s multidisciplinary service offering. The Directors believe that the adoption of: a multidisciplinary business model; a relationship-management-based service model; single enterprise client relationship and workflow management system; and single branding and logo. will enhance the client offerings and efficiencies of potential acquired businesses, improving returns for the Company. 21

23 Growth Strategy International expansion The Company s plan to expand its presence across Asia (Malaysia, Hong Kong, and China) aims to assist new clients with crossborder transactions requiring a range advisory services and asset management. Our accounting, legal and finance divisions will then complete transactions and provide ongoing services. China The Company intends to collaborate with Jingyi, a significant Shareholder of the Company, to incorporate a wholly foreign-owned enterprise in Shanghai as its China headquarters. Client Relationship Managers will promote Australian investment, business and migration opportunities, and the Company s suite of professional services in Australia. Malaysia The Company has entered into a heads of agreement to form a joint venture with a mid-tier accounting and corporate advisory firm in Kuala Lumpur. The joint venture will market Australian investment and business opportunities to Malaysian companies that are considering expanding into Australia. Hong Kong The Company has entered into a heads of agreement to form a joint venture with a Hong Kong accounting firm. The joint venture will market Australian investment and business opportunities, and in future a particular focus on funds managed by TST Asset Management. 22

24 Expansion - South East Asia & China 23

25 Group Level Growth ESTABLISH ASIAN HEADQUARTERS (SHANGHAI) TST Partners Group Pty Ltd, has entered into an agreement with Jingyi Group Co Ltd, a major shareholder of the holding company JYG Australia Ltd to provide resources to establish its Asian Headquarters in Shanghai. The agreement includes the following resources: Headquarter offices in the Soho Building located in the exclusive Xin Tian Di District; Use of all Jingyi Group s 48 branch offices across China. Access Jingyi s investor database comprising of over 10,000 high and ultra net wealth investors to market Australian investment and business opportunities. The recruitment of up to 40 finance and investment advisors across China, who will promote Australian investment opportunities and TST Partners Group s services to their investor database across China. Conduct capital raising roadshows in various parts of China to promote TST Asset Management s funds on a monthly basis as well as market other investment and business opportunities. Jingyi Group Co Ltd is a private equity firm based in Shanghai with 48 offices across China and net assets of over AUD $1b. Subject to a successful IPO on the ASX, the group has committed to an investment of at least $7m in TST Partners Group by participating in all JYG Australia Ltd.'s capital raising activities. 24

26 JYG Financial Summary & Timetable Offer Shares on issue 65,408,163 IPO Shares issued: 17,000,000 Subscription price: $0.20 Shares Issued to Vendors for IPO 2,500,000 Capital Raising amount: $3,400,000 Post capital raise shares on issue: 84,908,163 Market Capitalisation $16,981,633 IMPORTANT DATES Prospectus lodged with ASIC: 4 December 2017 Offer open for Applications: 18 December 2017 Offer closes for Applications (Closing Date): 29 January 2018 Expected issue and allotment of Shares: 12 February 2018 Completion of Acquisitions: Between 2 February 2018 and 15 February 2018 Expected date of quotation of Shares on ASX: 20 February

27 Conclusion Successful multidisciplinary model Proactive approach to cross selling Maximises value from each client Large strategic Chinese partner Growing Asian network Successful principals Experienced management team 26

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