Introduction

Censere is a transaction support and value consulting group. Through a unique combination of valuation, research and advisory skills we assist clients in a range of activities such as:

* Equity Capital Market Transactions * Fair Value/Tax Reporting * Insurance Management * Intellectual Property Commercialisation * Litigation Support * Mergers & Acquisitions/Divestments * PE/Illiquid Asset Fund Management

Clients range from SME's to multi-national corporations, banks, insurance companies, investment funds, financial advisers, audit firms and legal advisers - in fact, anyone who requires quality, independent advice.

Our services cover all classes of assets, including; debt, equity, derivatives, financial instruments, financial guarantees, real estate, machinery and equipment, inventory, mineral resources, intellectual property and other intangibles and employee benefit schemes.

In addition to pure valuation services we provide industry research, intellectual capital advisory, technical feasibility studies, financial modelling, independent expert advice and a multitude of other services.

Censere also has a wide footprint, with nine offices throughout Asia Pacific and working experience in almost every country across the region.

We look forward to helping you achieve your objectives.

Our Services

In fulfilling the unique needs of each client, Censere combines the experience and skills of the partners and staff within our four operating divisions with the highly specialised industry knowledge available through our affiliate network. The specialised services offered by Censere are grouped as follows:

Financial Consulting Group● Business Valuation● Fairness and Independent Expert Opinions● Purchase Price Allocations● Impairment Testing● ESOP/Financial Instrument Valuations● Actuarial Valuation● Forecasting/Financial Modelling● Business & Operational Due Diligence

Intangibles Consulting Group● Valuation of Intangible Assets & IP● IC Appraisals/IC Reporting● Intellectual Property Portfolio Analysis● Value Extraction Strategies● Royalty Rate Studies

Research Group● Industry Sector Studies● Industry Monitoring● Commercial Intelligence Reports● Benchmarking Studies

Tangibles Consulting Group● Real Estate Valuation ● Machinery and Equipment Valuation● Inventory Valuation● Tooling & Inventory Valuation● Technical Feasibility Studies● Industry Sector Studies● Operations/Maintenance Reviews

Financial Reporting Support

Censere provides invaluable services to companies and their auditors in the preparation of financial reports and other statutory records, through:

Purchase Price Allocation ReportsCensere is experienced in the preparation of proforma PPA reports to assist companies in developing the most tax effective structures for M&A transactions. Once the transaction has closed and additional information is available, Censere can prepare final PPA report to be adopted by the company in the post-merger accounts.

Financial Instrument/Convertibles ValuationsCensere regularly undertakes valuations of complex financial instruments, convertible debt and embedded derivatives.

ESOP ValuationsCensere undertakes valuations of ESOP's for both private and public companies and works with the auditors to ensure that compliance with all relevant accounting standards are met.

Impairment TestingCensere is able to assist in all aspects of impairment testing including the need to test for impairment of goodwill and other indefinite lived assets.

Actuarial ValuationsCensere's actuarial valuation team undertakes valuations of employee benefit plans and insurance schemes for estimation of annual expensing and balance sheet provisions.

Asset Register AdvisoryCensere is uniquely placed to advise clients as to the accuracy and relevancy of their asset registers. We undertake reviews of asset registers, advise on valuation matters and help to develop appropriate asset register management procedures.

Mergers & Acquisitions/Divestments

Censere offers a range of services which result in a comprehensive and compelling reason for clients to use us in M&A and divestment situations, such as:

Strategy ReviewImprove and realise shareholder value by evaluating, selecting and implementing best course of action that may include divestment of non-core assets and businesses, mergers and acquisitions or public listing.

Financial AdvisoryWe can identify suitable targets, formulate deal structure and facilitate negotiations to complete the transaction, as project managers.

Intellectual Capital AppraisalsCensere's intellectual capital management division undertakes IC appraisals to highlight hidden potential in acquisition targets. Companies which can be shown to possess superior intellectual capital will generally enjoy much higher long term growth than their peers.

Fund RaisingCensere can assist in private equity fund raising and debt financing, through identification of suitable financiers, formulation of appropriate fund raising strategy and deal structure, valuation as well as facilitating negotiations as project managers.

Fairness & Independent Expert OpinionsOur financial valuation team is often called upon to undertake evaluations of the fairness of a transaction from the financial point of view and outline our findings either in internal reports or in reports to minority shareholders.

Equity Capital Markets

Censere works with public companies and investment banks to facilitate initial public offerings and other compliance issues relating to public companies, through:

Pre-IPO Restructuring ServicesValuation of group corporate entities for pre-IPO restructuring and tax reporting purposes.

Industry Research ReportInvestigation of the industry in which ListCo operates and preparation of an industry snapshot for inclusion in a prospectus.

Due Diligence ServicesBusiness, commercial and technical due diligence to enable sponsors to know their client, assess risks and present an accurate picture of ListCo.

Institutional Placement ValuationsIndependent business valuations of the ListCo in support of pre-IPO institutional or private placements.

Working Capital Adequacy StudiesUndertaking studies and issuing letters of comfort relating to whether a listing candidate has adequate working capital to fund its proposed operations during a stated period of time.

IPO ValuationsValuation of fixed assets or intellectual property which is material to the operations of the ListCo and inclusion of our report in the prospectus.

Connected Party/Disclosable Transaction ValuationsIndependent valuation of the assets or business being acquired by a public company. This would usually result in our report being incorporated into any resulting circular to shareholders.

PE/Illiquid Funds Management

Censere works with Funds and LP's to ensure objective reporting and maximum efficiency in the management of private equity and illiquid asset funds.

Investment AnalysisBy combining our valuation, research and due diligence services, we offer a unique service to fund managers when they are trying to assess the investment potential of possible deals by augmenting their in-house investment analysis capability.

Portfolio ReviewWith greater emphasis on corporate governance, more and more fund managers are engaging independent valuers to review portfolio valuations and/or conduct completely independent assessments. Censere combines the role of review appraiser and independent valuer to develop solutions for fund managers.

Intellectual Capital AuditsCompanies which can be shown to possess superior intellectual capital will generally enjoy much higher long term growth than their peers. We provide IC audits to PE funds as a means of reducing long term risk and identifying hidden value. Based on the results of our IC audits, fund managers can make informed decisions about whether to retain or exit a particular investment.

Due Diligence ServicesCensere undertakes business, commercial, operational and technical due diligence. Such services are tailored to the specific circumstances of each transaction and the parties involved.

Industry ResearchOur research team is often called upon to prepare a snapshot of the industry in which a company operates in order to frame a potential transaction. This may extend to multiple market sectors and geographical areas or may be more focused.

Intellectual Property Commercialisation

Working with a multi-disciplinary team, we assist our clients to :

Valuation of Intangible Assets & Intellectual PropertyValue trademarks, patents, licenses and other IP for a variety of purposes such as sale and purchase, IP financing and IP portfolio management

Royalty Rate Determination StudiesDetermine appropriate royalty rates for licensing of IP based on market studies and licensee benefit analysis. This enables both parties to the license agreement to equitably share the benefits generated by the IP.

Value Extraction StrategiesExtract value by leveraging intellectual capital in acquisitions, mergers, joint ventures as well as develop effective strategies for strategic alliance through IPR licensing

Intellectual Property Portfolio AnalysisDevelop a clear vision through review and analysis of the intellectual property portfolio and align these valuable assets to the company's business units and strategies so as to enhance shareholder value

Intellectual Capital Appraisals

What is an IC Appraisal?A systematic method for identifying, measuring and managing intellectual capital assets

FACT: For most companies only 25 to 30% of market capitalisation is represented by tangible assets. This means that the overwhelming majority of assets are not captured in the traditional financial reporting system

What do we measure?In a typical IC appraisal exercise 230 business parameters are measured, covering the following areas:

Censere uses the proprietary IC Rating methodology developed by Intellectual Capital Sweden which provides three views of your organisation from an intellectual capital perspective to enhance traditional financial reports

When to do an IC Appraisal? When you really want to get serious about providing comprehensive information to stakeholders When you want to fully understand your organisation and improve its performance or benchmark against others When evaluating potential acquisitions, integrating recent acquisitions or considering divestments

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Insurance Management

Our involvement in the insurance sector extends to both ensuring that our clients are adequately covered without wasting money on excess premiums and assisting in the settlement process, through:

Pre-Loss or Placement ValuationsCensere is able to undertake replacement/reinstatement or indemnity value assessments of buildings and machinery and equipment on behalf of either the insured party or the underwriters in order to develop sensible insurable values. This enables quicker and easier settlement in the event of a claim, ensures optimum balance between premium costs and coverage and reduces the likelihood of the average clause being invoked.

Post-Loss ValuationsWe work with loss assessors, underwriters and insured parties to determine the extent of loss and enable prompt settlement of claims relating to fixed assets.

Causation ReportsOur engineers are experienced in various industry sectors and able to undertake investigations as to the cause of failure to assist in determining policy liability after a loss has occurred.

Business Interruption Quantification ReportUsing the skills of our financial valuation experts, Censere works with the insured party or the underwriter to quantify the financial impact consequence upon an interruption of the business due to an insured peril and the increased cost of working with the view to mitigate the loss.

Litigation Support

Censere works with both affected parties and advocates in shareholder disputes, statutory valuation situations and breach of contract cases, through:

Shareholder Dispute ValuationsCentral to these disputes is the value of a financial interest in a business or investment project. One of Censere’s core strengths is our financial valuation capability which enables us to determine a fair, supportable value in the most demanding of situations.

Quantification ReportsOften, disputes relate to losses sustained as a result of failure to deliver on agreed contractual parameters. Such parameters could pertain to production outputs, completion dates, operating efficiencies or other similar measurable factors. Measuring such loss in a logical, supportable manner is key to either proving or disproving fault and/or establishing the extent of liability.

Statutory ValuationsValuations are often required for tax planning, estate duty determination, local authority rating or eminent domain purposes. Censere combines its financial and technical valuation capabilities with leading real estate valuation professionals to offer comprehensive services in these areas.

Expert Witness TestimonyIt goes without saying, but we will anyway....expert opinions generally need to be presented in person in an unbiased and professional manner. Censere has experts in many areas who have given expert witness testimony on numerous occasions.

Our Clients

Our Clients

Our Clients

Our Contacts

Kuala LumpurSuite 806, Level 8, Block APhileo Damansara I, 9 Jalan 16/1146350 Petaling Jaya, Selangor Darul EhsanMalaysia Tel (60-3) 7623 1018Fax (60-3) 7666 1184 e-mail kl@censere.com

ShanghaiRoom 601, 6/F Dong Yi Building88 Chang Shu RoadShanghai 200040ChinaTel. (86-21) 6249 7358Fax. (86-21) 6249 4308e-mail shanghai@censere.com

SydneyLevel 57, MLC CentreMartin PlaceSydney, NSW2000AustraliaTel. (61-2) 9236 7313Fax. (61-2) 9236 7314e-mail sydney@censere.com

TokyoBancho M Bldg.3F, 2-8 RokubanchoChiyoda-ku, Tokyo, 102-0085JapanTel. (81-3) 5275 1065 Fax. (81-3) 5275 1066e-mail tokyo@censere.com

Singapore – Head Office11 Keng Cheow Street#03-11 Riverside PiazzaSingapore 059608Tel. (65) 6220 0853Fax. (65) 6220 2039e-mail singapore@censere.com

AucklandLevel 27, PWC Tower188 Quay StreetAucklandNew ZealandTel. (64-9) 363 2903Fax. (64-9) 363 2904e-mail auckland@censere.com

BangkokLevel 8-9, Zuellig House 1-7 Silom Road, Silom, BangrakBangkok 10500 ThailandTel. (66-2) 231 8485Fax. (66-2) 935 8052e-mail bangkok@censere.com

BeijingUnit 1104, Ocean Express Tower AChaoyang DistrictBeijing 100027ChinaTel. (86-10) 8446 6199Fax. (86-10) 8446 6311E-mail beijing@censere.com

Hong KongUnit B, 9/F Tower 2Tern Centre251 Queen's Road CentralHong Kong Tel. (852) 2511 2011 Fax. (852) 2511 2005 e-mail hk@censere.com