National Capability Statement

Corporate Advisory Services

www.moorestephens.com

Moore Stephens

At Moore Stephens, we take your success personally. We have a real understanding of the environment in which our clients operate and are ideally placed to help them grow and prosper.

Moore Stephens International has a regional structure (Asia-Pacific, Australasia, Europe, North America, Latin America, the Middle East) and operates from offices around the world composed of representatives of the relevant decision-making committee.

Moore Stephens International maintains a cohesive association to ensure modern and comprehensive global services that meet standards of professionalism and deliver value in each country.

Moore Stephens International is regarded as one of the world’s major accounting and consulting networks consisting of 299 independent firms with 657 representative offices and some 27,613 people across 106 countries.

With fee income of US$2.660 billion globally Moore Stephens International is ranked 11th in the IAB 2015 World Survey.

Moore Stephens professionals are capable of providing a full range of cross-business technical support in every field through the establishment of the International Technical Committee and the International Tax Committee. Moore Stephens professionals offer expertise, personal attention and local market

knowledge to provide high quality service to customers around the world.

All Australian Moore Stephens firms are long-standing members of their local business communities and specialise in providing highly personalised, expert and commercially astute assurance, accounting, tax and advisory services to their clients.

Our national network of four independent firms of business advisors and chartered accountants enables us to share expertise, knowledge and best practice to ensure our clients receive the best advice and highest quality of service wherever they do business in Australia.

Our international network also gives our clients access to experts and specialists around the world where they receive the same high standards of personal service that is the hallmark of every Moore Stephens firm.

Moore Stephens delivers the personal attention and local market knowledge you want, backed by a leading national and international network of expertise, knowledge and advice that you need to succeed.

Why Moore Stephens?

Moore Stephens member firms across the globe share common values: integrity, personal service, quality, knowledge and a global view. Our vision is to be a leading mid-tier financial advisory services firm, and to be the first choice in our target markets.

We achieve this by: • Delivering outstanding quality and client service. • Attracting, retaining and developing outstanding

people. • Being passionate, engaging and collaborative.

We see this vision as more than just words on paper; it shapes our culture, drives our behaviours, guides our board and motivates our people.

Our mission is straightforward: to drive shared success for all our stakeholders. We will do this by understanding the needs of our clients and our people, and will demonstrate clear leadership and expertise.

So what makes us stand out?

Values

Moore Stephens member firms across the globe share common values: integrity, personal service, quality, knowledge and a global view. It is this commitment which ensures we meet the needs of clients while providing a stimulating working environment for our people.

Ambition

Like our clients, our aim is to develop and grow through providing valuable solutions. Our ambition is evidenced by the fact that the Moore Stephens Australia network is continually evolving to ensure we are providing relevant and useful services to our clients.

Client-focus

Our objective is simple: to be viewed by clients as the first point-of-contact for all their financial, advisory and compliance needs. We achieve this by providing sensible advice and tailored solutions to help clients achieve their commercial and personal goals.

Relationships

Client relationships are key to everything we do. By investing time in developing strong relationships and gaining an in-depth understanding of our clients, we deliver efficient, perceptive and valuable services, with an aim of not only reacting quickly, but offering challenging advice too. Each client’s affairs are handled by an individual partner, director or principal, who provides the focal point for client enquiries.

Availability

We recognise the importance to our clients of easy-access to high quality, professional advice. As such, the Moore Stephens partners not only lead assignments, ensuring the utmost quality and efficiency, but are also highly visible to management. But although our service is partner-led, it is not only partners that add value – clients benefit from all members of their Moore Stephens team.

Specialists

Right from the start of their career, our people are encouraged to focus on specialist industries and areas. The scope of our services to clients extends, therefore, beyond the delivery of compliance to providing industry-specific solutions and niche advice, which helps our clients make informed and confident decisions about their future.

Breadth

Moore Stephens International is regarded as one of the world’s major accounting and consulting networks, consisting in aggregate of 657 offices of member firms across 106 countries, and encompassing over 27,000 partners and staff. While size is never a substitute for quality, it ensures we have the scope to provide our clients with all the solutions and expertise they require, wherever they choose to do business, whether this is within Australia or internationally. Throughout our history, we’ve provided solutions to meet our clients’ national and international objectives.

Moore Stephens Australia Network

We have more than 45 partners and over 350 staff providing a broad range of integrated services to our clients throughout Australia.

Our Australian network of four independent firms of business advisors and chartered accountants, operates across 5 office locations nationally enables us to share expertise, knowledge and best practice to ensure our clients receive the best advice and highest quality of service wherever they do business in Australia. Our expertise covers a broad range of services which include: Audit & Assurance, Business Advisory, Corporate Advisory, Corporate Bookkeeping, Risk Advisory, Specialist Services, Taxation, and Wealth Management. We work with our clients to help them meet the challenges they face every day, aspiring to be their first choice for all of their business and financial needs in Australia.

Firms Location

Moore Stephens Western Australia Perth, WA

Moore Stephens South Australia Adelaide, SA

Moore Stephens Victoria Melbourne, Vic

Moore Stephens New South Wales Sydney, NSW

Moore Stephens Northern Territory Darwin, NT

Our Corporate Advisory Services

Moore Stephens has the knowledge acquired from a global network of consulting and accounting firms to deliver high quality strategic plans and solutions that help clients to develop successful businesses of shareholder value.

When it comes to selecting an adviser to support your corporate finance needs or provide reliable transaction services, you need someone who you can trust, and who has the expertise, drive and passion to deliver what you’re looking for: objective, tailored solutions that provide outstanding value. Every time.

Our team of professionals have the capability of identifying growth opportunities for businesses from the launch of start-up or public listing ventures or during the consolidation and development phases of an established enterprise.

We work in tandem with our audit & assurance, taxation and business advisory colleagues and consult an external network of trusted advisors from sources such as the legal, stockbroking and financial professions to maximise clients’ successful outcomes.

Our proven track record of supporting clients’ corporate finance needs across many industries keeps us well equipped to manage their risks, increase transactional certainty and provide realistic valuations and timelines. You can have peace of mind and absolute confidence we will achieve these goals for you.

Wherever you do business and whether you are a medium to large private business or operate as a mid-cap listed company, we have all of your corporate finance advice and transaction service needs covered. This ranges from valuations, merger, acquisition and divestment advice, to funding advice, due diligence and independent expert’s and accountant’s reports. Our success is derived from our ability to understand the challenges our clients face and provide intelligent solutions. We combine genuine client engagement with astute advice.

Our Credentials

We excel in the delivery of the full range of corporate advisory services including:

• Independent Accountant’s Reports for inclusion in prospectuses, IPOs and takeover documents • Independent Expert Reports for listed and unlisted companies • Valuations • Due diligence • Merger and acquisition advice including on Reverse Takeovers (“RTOs”) of listed companies • Funding advice • Project management (PM) of the full IPO or RTO process • Advice on the appropriate exchange on which to list, tactics and timing • Access to brokers and funders, other corporate advisors, and corporate legal firms. We have strong working

relationships with the leading local firms handling IPOs, RTOs and related corporate transactions, including those dealing with listing on ASX of Chinese companies.

Our work has included involvement in listings not only on the Australia Stock Exchange (“ASX”) in Australia but also on the London Stock Exchange (“LSE”) & Alternative Investment Market (“AIM”) in United Kingdom, the National Association of Securities Dealers Automated Quotations (“NASDAQ”) in United States and the Singapore Stock Exchange (“SGX”) in Singapore.

We are regularly involved as part of the Due Diligence Committees. We are also on the Australian Securities & Investment Commission’s takeover panel.

In the past, we have prepared a number of the expert’s report and/or the Independent Accountants Reports involved complex matters such as dealing with foreign companies, foreign auditors and transactions such as reverse acquisitions, compulsory acquisition and common control transactions. Engagements undertaken in recent years are set out below:

Transactions Services Comments 1 Restructure &

IPO IER & IAR

For a US residential property group: IER on internalisation of its management rights. Also IER in respect of restructuring 3 separate US residential property trusts (i.e. disposal of assets in exchange for securities in a new stapled entity to be listed) and IAR for prospectus relating to the subsequent listing.

2 Restructure, RTO & Capital Raising

IER & IAR

For an ASX-listed biotech company: IER on (1) debt conversion to shares and restructuring, (2) Section 611 share issue for acquisition (RTO) of a social media management ERP vendor, and (3) IAR for prospectus relating to the capital raising.

3 RTO & Capital Raising

IER & IAR

For an ASX-listed engineering services company: IER on RTO of an Israeli waste water treatment technology company and IAR for prospectus relating to the capital raising.

4 Acquisition IER For an ASX-listed energy company’s acquisition of US oil project. 5 Acquisition IER For a delisted mining services company’s acquisition of another company &

relisting on ASX. 6 Acquisition IER For an ASX listed exploration company’s acquisition of a limestone project in

Namibia. 7 Acquisition IER For an Australian unlisted public company involved with livestock on a

compulsory acquisition. 8 Acquisition IER For an Australian unlisted public company that owns and operates poultry farms

on Section 611 - issue of shares / capital raising.

Our Credentials (Continued)

Transactions Services Comments 9 M&A IER For an ASX-listed bioplastic company’s Section 611 - issue of shares (merger) &

capital raising. 10 Restructure IER For an unlisted Australian energy company’s debt conversion and Chapter 2E -

giving up of related party benefits for oil and gas services company. 11 Restructure IER For an ASX-listed minerals company’s disposal of its main undertaking. 12 Restructure IER For an ASX-listed investment holding company’s Section 611 - Sale of shares,

being a restructuring / change in shareholding. 13 Restructure IER For ASX-listed IT and telecommunication provider’s disposal of its main

undertaking (IT business) as per ASX LR11.2. 14 RTO IER For an ASX-listed resources company’s RTO of a telecommunications business. 15 RTO IER For an ASX listed resources company’s RTO of a gold mining company. 16 Capital

Raising IAR For an Australian property development & investment fund specialist’s numerous

Product Disclosure Statements (PDS). 17 Capital

Raising IAR For an Australian property development & investment fund specialist’s

prospectus relating to a property development project. 18 Capital

Raising IAR For an Australian unlisted financial services company’s offer document relating to

the capital raising of A$3 million. 19 IPO IAR For an Australian commercial cleaning group’s prospectus relating to ASX listing. 20 IPO IAR For a China financing guarantee company’s prospectus relating to listing on ASX. 21 IPO IAR For a China construction company (labour hire/infrastructure project

management - with local and international operations)’s prospectus relating to A$12 million listing on ASX. Its Australian holding company was successfully listed on ASX in March 2016.

22 IPO IAR For an Australian gold exploration company’s prospectus relating to A$5 million listing on ASX (by October 2016).

23 IPO IAR For a Singaporean entrepreneurship training company’s prospectus relating to about A$3 million listing on ASX.

24 IPO IAR For an Australian construction and engineering group’s prospectus relating to its listing on SGX. We were part of the IPO team.

25 IPO IAR For a Singaporean listed investment company’s prospectus relating to the acquisition of interests in Australia and over A$20 million listing on ASX. Current market cap is about A$300 million.

26 IPO IAR For an IT and communication technology company’s prospectus relating to listing on ASX of.

27 Restructure IAR For an ASX listed exploration Company’s prospectus relating to the change of business nature to a property development company.

28 RTO IAR For an ASX-listed exploration company’s prospectus relating to the RTO of a food production Group in China with a transaction value of A$136 million.

29 RTO IAR For an Australian technology company’s prospectus relating to the reverse acquisition for listing on ASX and capital raising of A$5 million.

30 RTO IAR For an ASX-delisted exploration company’s prospectus relating to the RTO of an online gaming platform and relisting on ASX.

Our Credentials (Continued)

Transactions Services Comments 31 RTO IAR (&

Audit) For a Brazilian solar energy group’s prospectus relating to major capital raising for the RTO of an ASX-listed resources company. We have audited the last three years financials and have assisted with aspects of the RTO.

32 Takeover IAR For a SGX-listed mining house’s bidder statements on proposed takeover of an Australian gold producer, valued at A$100 million and takeover of an Australian listed nickel explorer, valued at A$55 million.

33 Takeover IAR For a SGX-listed investment company’s bidder statement on proposed takeover of an Australian mining company, valued at A$60 million.

34 Takeover IAR For a SGX-listed investment company’s bidder statement on proposed takeover of an Australian Coal producer, valued at A$80 million.

35 Takeover IAR For a SGX-listed investment company’s bidder statement on proposed takeover of an Australian mining company, valued at A$60 million.

36 Takeover IAR For an US (NASDAQ) listed resources company’s scheme documents on takeover of an ASX-listed uranium exploration company via a scheme of arrangement.

37 Placing Funding Advice

For an ASX listed medical device company: advice on placing of shares to finance an overseas acquisition, plus capital raising of A$20 million.

38 Takeover Funding Advice

For a UK listed telecoms business: A$100 million public takeover offer for a mobile communications business in Australia.

39 Takeover Funding Advice

For a hospital operator’s recommended offer of GBP80 million for a competitor operator.

40 Dual Track PM For a leading pallet company’s A$250 million dual track sale process for private equity (Sole Financial Adviser and Lead Manager)

41 Dual Track PM For a technology product distributor’s A$500 million dual track process for private equity (Financial Adviser and Lead Manager).

42 IPO PM For an electronic retailer’s A$200 million private equity listing (Lead Manager). 43 IPO PM For a clothing retailer’s A$150 million private equity listing (Lead Manager). 44 IPO PM For a mining consumables business’s A$200 million private equity listing (Lead

Manager). 45 IPO PM For a branded clothing manufacturer’s A$1 billion private equity listing (Co-Lead

Manager). 46 IPO PM For a branded clothing retailer’s A$150 million private equity listing (Lead

Manager). 47 IPO PM For an electronic component supplier’s GBP75 million equity listing on LSE. 48 Listing PM For a shipping services business’s listing on AIM. 49 Listing PM For a greetings products group’s listing on AIM. 50 Listing & offer PM For a stockbroking business’s listing on AIM and the recommended offer by

competitor. 51 Listing & offer PM For a staffing services conglomerate: four separate transactions being two open

offers and a rights issue to finance in excess of 20 acquisitions, followed by a NASDAQ listing.

52 RTO PM For leading independent wealth management business: advice over two years on various potential public deals with several counter-parties to identify the best option for shareholders. This led to the A$250 million reverse takeover of a target and listing on the ASX.

Selected Large Audit Clients

We have also set out below our credentials in the listed company space as this demonstrates both the scope of the work we do in this area and the size and/or type of the clients we work with. Some of our major listed audit clients include:

Client Comments

A mining services company

This is one of the largest mining services companies in Western Australia with over 1,200 employees and turnover in 2015 of A$600 million. Its operations extend Australia wide and to Brazil. Market cap A$250 million.

A multi-disciplined construction and engineering group

Listed in Singapore, this is a joint audit between MS Perth and MS Singapore. The company employs over 1,000 people, has annual turnover of A$400 million and provides construction, engineering and associated services to the largest companies in Australia operating in resources and infrastructure sectors. Market cap A$200 million.

A food manufacturer

Food manufacturing with turnover of about A$35 million. Market cap A$35 million.

An exploration company

Bauxite exploration and development. Market cap A$18 million.

An investment company

Minerals exploration, extraction and development of a pilot plant for production of Alumina. Negotiating a bankable feasibility study to build an A$80 million plant in Malaysia.

A mining services company

Research & development of specialist and fail safe brakes for application in resources sector. Market cap A$11 million.

Shipping agents Shipping logistics. Market cap A$9 million. A food manufacturer

Manufacturer and distributor of bottle water nationally. Market cap A$8 million.

An exploration company

Gold explorer with a market cap of $8 million.

A hospitality company

Operator of hotels and serviced apartments in Perth, Melbourne and Sydney.

A commercial cleaning group

An Australia-based company engaged in providing cleaning, security and integrated services to commercial and government customers. With revenue in excess of A$100 million and employees in excess of 2,300. The Company operates in the eastern states of Australia.

An ICT service company

An Australia-based company engaged in providing information and communications technology (ICT) services. The Company operates through three segments: People, Security and Communications. Revenue in excess of A$84 million pa.

Contact us We have offices located across Australia who can provide tailored services to your business. For more information on how we can help you succeed contact us on the information below.

Liability limited by a scheme approved under Professional Standards Legislation. An independent member of Moore Stephens International Limited – members in principal cities all throughout the world.

www.moorestephens.com.au

NATIONAL

Moore Stephens Australia Suite 1413, 530 Lt Collins Street Melbourne VIC 3000

T +61 3 9909 7371 F +61 3 9909 7788 msa@moorestephens.com.au

VICTORIA - GEELONG

Moore Stephens Victoria Level 1, 219 Ryrie Street Geelong VIC 3220

T +61 3 5215 6800 F +61 3 9608 0192 victoria@moorestephens.com.au

SOUTH AUSTRALIA

Moore Stephens SA 269 Pulteney Street Adelaide SA 5000

T +61 8 8224 3300 F +61 8 8224 3311 SA@moorestephens.com.au

NSW - SYDNEY

Moore Stephens NSW Level 7, 9 Castlereagh Street Sydney NSW 2000

T +61 2 8377 9000 F +61 2 8377 9050 nsw@moorestephens.com.au

NSW - BURWOOD

Moore Stephens NSW 62 Burwood Road Burwood NSW 2134

T +61 2 8745 3433 F +61 2 8745 3444 nsw@moorestephens.com.au

NORTHERN TERRITORY

Moore Stephens NT 7/90 Ross Smith Avenue Fannie Bay NT 0820

T +61 8 8981 5222 F +61 8 8981 6999 NT@moorestephens.com.au

WESTERN AUSTRALIA

Moore Stephens WA Level 15, 2 The Esplanade Perth WA 6000

T +61 8 9225 5355 F +61 8 9225 6181 perth@moorestephens.com.au

VICTORIA - MELBOURNE

Moore Stephens Victoria Level 18, 530 Collins Street Melbourne VIC 3000

T +61 3 9608 0100 F +61 3 9608 0192 victoria@moorestephens.com.au

Wen-Shien Chai Director - Asia Desk Moore Stephens Australia

Professional Background: Chai commenced his corporate career in 1995 and has extensive experience in auditing, accounting and finance after undertaking various roles across a wide range of industry groups in Malaysia, Laos and Australia.

During his time in Malaysia and Laos, Chai gained considerable experience within the commercial sector after working as an internal auditor and then as a financial manager for a number of listed and unlisted entities.

Having migrated to Australia in 2002, Chai has worked exclusively in the capacity of public accountant across various industry sectors for small to large private companies and non-profit organisations. He joined Moore Stephens in 2007 and advanced to Partner in 2013.

This breadth of roles and experience has given Chai a natural ability to quickly identifying and understanding the key business risks and capable of delivering value add services on top of accounting and audit compliance.

Apart from English, Chai is also well verse in Mandarin and Malay. With his unique background and language capability, he is actively promoting the benefit of doing business in Australia (including capital market transactions and corporate events) throughout Asia as the Chair of the National Asia Desk for Moore Stephens Australia.

T. +61 8 9224 0172

M. +61 427 177 102

wschai@moorestephens.com.au

Qualifications • Registered Company Auditor • Member of Chartered Accountants

Australia and New Zealand • Fellow Member of The Association of

Chartered Certified Accountants (UK) • Bachelor of Business (Financial

Accounting)

Technical capabilities: • Audit and related assurance services • Investigative audits and due diligence reports • Financial reporting and disclosures • Preparation and analysis of budgeting, cash flow and projections • Business and financial system reviews.

Industry specialisations: • Local Government & Not-for-profit • Banking/Financial Services • Building and Construction • Manufacturing • Plantation & Forestry • Trading