initial steps on the ipo journey - presentation

Initial steps on the IPO journey

April 2016

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s Initial steps on the IPO journeyListing requirements

About EY

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Initial steps on the IPO journey

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IPO readinessSelf-assessment

Do you recognize these challenges in your company?

QuestionSelf-assessment

Often Sometimes Never

Do you understand which capital raising option fits your organization? Do not know what organizational changes are required for IPO journey? Are there any issues that need resolving before the IPO? Do you have a lack of experience on selecting the right team? Are you struggling with the right story? Do you have doubts on the right timing and pricing?

Each of the above may indicate that your IPO readiness requires support.

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Initial steps on the IPO journey

In 2015, Asia Pacific was the worlds leading region in terms of number of IPOs and capital raised. Inaddition, despite some economic uncertainty in China, the outlook for 2016 remains positive withinvestor sentiment strengthened by ongoing reforms on the mainland.

To execute an IPO successfully, you must be well-prepared. Successful IPO candidates approach theIPO as a transformational process rather than the end-game or just a financing event. It is essentialto begin to act and operate as a public company at least one year in advance of the IPO.

Every entrepreneur aspires to take ones company public. Business owners need advice forassessment for readiness of their organization for an IPO and sources for IPO funding. As you embarkon your IPO journey, find out how EY can help guide you through the first steps in the process.

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The IPO value journeyOverview

The IPO should be: Structured A managed transformation of people, processes and culture of an organization A process that starts long before the transactionMarket leaders recognize the IPO event as one defining milestone in a complex transformation from a private to a publiccompany.

An IPO is a process, not an event.

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What are typical IPO work streams atcompany level? The IPO value journey

IPO value journey

Evaluate IPO as strategicfunding in a readinessassessment workshop

Set up resources and aninternal IPO team

Start to build capitalmarket infrastructure andmake structuraladjustments to achieveIPO readiness

Prepare group systems,new functions and taxoptimization at companyand shareholder level

Day-one readinesspost-IPO

IPO design, concept and placement with external team3-12 months prior to IPO

Internal preparation1224 months prior to IPO

IPO planning IPO execution IPO realization

Active investor relations(IR) and ongoing roadshows based on the IRcalendar

Management of investorexpectations throughefficient forecasting anduse of issue proceeds

Ongoing transparentexternal reporting

Awareness of disclosuressuch as ad hoc, directorsdealings, corporategovernance and operategeneral meetings

IPO team selection (bank,lawyers, auditors andinvestor relations)

Set timetable, start duediligence and prepareoffering concept andprospectus

Fine-tune business plan,fact book and presentationmaterials for analysts, thepress and investors

Fine-tune the equity storyand valuation perceptionsbased on investorfeedback

Offering prospectus Approval by regulators and

securities admission to thestock exchange

Press conferenceand launch investor roadshow

Bookbuilding, order bookanalysis and determinationof the issue price andallocation

Listing on stock exchangewith an IPO ceremony andmedia attention

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How to prepare and launch an IPO internallyOur approach: IPO-readiness assessment

IPO value journey

IPO planning IPO execution IPO realization

Prep

arin

gfo

rthe

IPO

jour

ney

1. Strategy IPO value journey IPO destination Issue concept

2. Structures Issuing company Group structure Maintaining

influence

3. Taxes Company level Shareholder level Transaction level

8. Timeline IPO windows Plan B options Multi-track process

7. Leadership C-suite Board of directors Work with media

PossibleIPO-readinessassessment

modules

6. Functions Investor relations Compliance officer Committees

4. Financials External reporting Forecasting Prospectus

5. Systems Internal controls Enterprise risk Compliance

management

Our IPO-readiness approachStart with an IPO-readiness workshop

1. Discuss strategic funding considerationsand a possible IPO base case

2. Hold an IPO-readiness assessmentworkshop, based on selected IPO-readiness assessment modules

3. Analyze gaps of current infrastructure usingIPO diagnostics to get the IPO-readytarget status

4. Agree on a road map to fill the gaps, basedon an IPO-readiness result report

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IPO readiness assessmentThe benefits

A successfultransformation

from privateto public status

Save time Greater insight into your capital-raising options An IPO base case to meet your objectives and strategies

and build road map to enhanced value

Structured,integratedapproach

IPO-readiness

Reduce cost Transparency on how to get IPO-ready Map of organizational changes to execute an IPO or other

capital transaction in an integrated approach

Increase transaction certainty Reduced risks in unpredictable IPO markets Effective combination of team, story, timing and the pricing

Share knowledge Understanding of your IPO requirements to address

questions, share knowledge and train your team

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Executing a seamless IPO

At EY, we work closely with IPO candidates, private equity funds and listed companiesthroughout the IPO journey.

EYs global footprints demonstrates that we have experience in working in many of thekey global capital markets and with a range of intermediaries.

EYs multidisciplinary team with market-specific experience helps you develop a clearconcise equity story built on your organizations activities, historic results and futurestrategy.

We recognize the need for enhanced corporate governance. We can help you assessthe nature and the robustness of the various (internal and external) information sourcesrequired to draw up a prospectus.

We assist you in implementation and improvement of relevant systems (e.g., riskmanagement, internal control and internal audit) and improve forecasting systems, tofacilitate analysts and investors have superior information.

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Executing a seamless IPO

For a successful IPO or strategic transaction, you need to get the following right:

Points toconsider

Financials

Tax matters

Legal issues

Internal control

Risk management

Corporate governance

Information technology

Performance reporting

The equity story

The capital market strategy

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Why EY

Global number one in IPO A market leader for past 10 years (by audit share) in guiding high-growth companies through an IPO Leverage our international credentials to provide the guidance needed to address the priorities and

mitigate risksOur global presence Outstanding network of contacts among leading capital market intermediaries A multidisciplinary team with market-specific experience, helping to facilitate cross-border IPOs and

overseas listings Global network gives the presence in each capital market and an external network of capital market

intermediaries, regulators and exchangesIPO leaders network Offer access to a deep pool of knowledge and experience from a network of dedicated teams

helping you to anticipate the risks of capital-raising and to navigate through the challenges ofoperating as a public company.

Extensive market resources and support Produce a range of research reports and other publications about rapidly changing IPO environment Provide events, workshops and briefings on IPO readiness

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IPO journey services

1. Assessmentworkshop

3. Evaluatinglisting options

4. GAAPconversion

5. Communicationwith shareholders

6. IPO journeyservices

2. Diagnostics andgap analysis

7. IPO readinessresult

1 EY Global IPO Trends, 2015 Q4, EY, 2015

After the market correction in themiddle of 2015, which saw regulatorstemporarily shut mainland Chineseexchanges to new listings, the regionhas rebounded strongly in the fourthquarter. Despite ongoing concernsabout global and Chinese economicgrowth and the possiblerepercussions of a US interest raterise, the outlook for 2016 is positive.There is a strong pipeline of IPO-ready businesses and investorsentiment has been buoyed byreforms to Chinas IPO system whichwill see a shift to a market-orientedregistration process. We expect ahealthy appetite for new listings topersist in the coming year. 1

Terence HoEY Greater China Strategic Growth Marketsand IPO Leader

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IPO journey services

Key stages in IPO journey:

Assessment workshop: The IPO readiness assessment workshop can include up to eight modules:strategy, structures, taxes, financials, internal systems, functions, leadershi