Objectives of the Partnership 2. Brief Introduction 3. Cooperation Areas between Sodali and King Parallel 5. Selected Clients 6.

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3 Contents Objectives of the Partnership 2 Brief Introduction 3 Cooperation Areas between Sodali and King Parallel 5 Selected Clients 6 Selected Cases 8 Chairman s Letter 12 1

4 Objectives of the Partnership Sodali Ltd. and King Parallel Consulting have established a strategic partnership to provide advice, consulting and services to Chinese companies in the Greater China Region (including mainland China, Hong Kong and Macau). The partnership s services, which combine Sodali s global expertise with King Parallel s knowledge of the Chinese market, include the following: 1. Research and advisory: corporate governance analysis and benchmarking, board structure, ownership analysis, investor profiling, surveys and IPO analysis. 2. Strategy consulting: integration of strategic goals with corporate governance policies and shareholder expectations in the context of local business, competitive, legal, regulatory, audit and global market requirements. 3. Institutional investor relations services: shareholder outreach and engagement campaigns, issues management, disclosure and communication with institutional investors and other constituencies. 4. Board of Directors services: annual board evaluation, committee mandates, succession planning, risk oversight, governance policy and communication with constituencies on ESG (environmental, societal and governance issues). 5. Transactional services: corporate actions, mergers and acquisitions, capital restructurings, IPO, cross-border proxy solicitations, annual director elections, conduct of general and special shareholder meetings, transactions relating to both equity and debt. 6. Contested situations advisory: advice on takeover bids, election contests, shareholder activism, hedge funds, proxy advisory firms and special interest groups. The Sodali/King Parallel partnership is responsive to the growing demand from Chinese companies for corporate governance advice and shareholder services that are essential to attract global capital, reduce risk, comply with standards of best practice and maintain stable relations with the global investment community. 2

5 Brief Introduction of Sodali Sodali is a global consultancy and service provider that has achieved prominence as a leader in corporate governance and Board of Directors advisory, the development of institutional investor relations, the management of shareholder meetings and of M&A transactions. Sodali s services are designed to help companies anticipate, understand and deal effectively with the expectations of shareholders, institutional investors and the global financial markets. The firm s mission of aligning interests is based on the conviction that a company s governance and business strategy should work together to serve the long-term economic interests of the enterprise and its stakeholders. In addition to its assignments with some of the world s largest publicly-traded corporations, Sodali also works extensively with family-owned businesses, mutual companies and state-owned enterprises. Sodali has offices and representatives in major financial centers around the world (Athens, Copenhagen, Geneva, Lima, London, Madrid, Mexico City, Milan, New York, Paris, Rome, Sao Paulo, Tokyo). 3

6 Brief Introduction of King Parallel King Parallel is a cutting-edge consultancy in China. With team s expertise in areas of corporate governance, BoD, strategy & management, state ownership and SOEs, King Parallel has received high appraisal from it s clients, including national and local state ownership entities, holding companies, and large corporations. Complying with principles of innovation, value and trust, King Parallel provides holistic solutions on development, transformation, and creativity to top-level decision-makers (i.e. BoD and ownership entities) with a global perspective and deep insights on national context. The firm s mission is to create maximum value for top-level decision-makers, with three prominent features: innovative genes, combination of international and local perspectives, top-level consultancy. In the future, King Parallel aims to become a leading consultancy for top-level decision-makers in four main areas: state ownership and SOEs, Board of Directors, top-level strategy, cross-border governance. King Parallel s team is looking forward to cooperate closely with top-level decision-makers who have pioneering spirit in various sectors. 4

7 Cooperation Areas Mergers and Acquisitions IPO Ownership Analysis and Profiling Corporate Governance Assessment Communications (shareholders, stakeholders, supervisors) Situation Analysis and Scenario Projection Vote Solicitation Strategy and Campaign Preparation and Conduct of AGMs (Pre-meeting data collection and analysis, Post-meeting findings and recommendations, Document preparation) Communications (Shareholders, Activism shareholders, Proxy advisory) Vote Solicitation Campaign Cooperation Areas Corporate Governance Review Board review and Assessment of Characteristics Communication and Governance Road Show Investors and Shareholders Analysis Corporate Governance Assessment Board Evaluation Communication and Engagement with Shareholders Institutional Investors Relations Corporate Governance for Listed and Private Companies General Meetings Corporate Governance and Board Advisory 5

8 Sodali Selected Clients General Meetings France Carrefour Spain Repsol Russia Lukoil Italy Telecom Governance Services France ARKEMA 2013-Governance outreach M&A Transactional Services Greece ALPHA Bank 2013-Governance outreach Italy Banca Popolare di Milano 2013-Governance Assessment- Due Diligence Assessment Spain Enagas 2014-Board Assessment & Evaluation Sweden Scania 2014-Tender Offer on Wolksvagen Bondholder + Retail Services Italy LVMH 2011-Tender Offer on Bulgari Italy Intesa Sanpaolo 2011-Capital Increase France Publicis 2013-Merge Omnicom Hong Kong Glorious Property Holdings 2014-Bondholder Identification Spain Abengoa 2012-Bondholder Identification Global Bank of New York Mellon 2012-Escheat Program Italy Pirelli 2012-Retail Segmentation and Benchmarking 6

9 King Parallel Selected Clients Client Types Selected Clients 政府 / 国家所有权机构 中央政府部门 国家所有权机构 主权财富基金 地方政府 / 所有权机构 国有企业 国有资本投资运营公司 国有企业 国有上市公司 投资机构 控股公司 投资公司 PE 基金 国际组织 / 国际公司 国际组织 国际公司 其他 7

10 Selected Case: Capital Increase The Methodology In every transaction, Sodali establishes lines of communications and dialogue between the Client and its investors during the entire campaign, to ensure the senior management and advisors have a very clear understanding of investor concerns and expectations. After agreeing on a plan of action, we oversee the conduct of the communication and engage directly with relevant investors, to ensure understanding of the transaction and contribute to the maximization of shareholder participation. Ownership Behavior analysis and Profiling Initial focus is placed on identifying the relevant decision makers among institutional investors, global and local depositaries, and, in some cases, retail shareholders. We will then perform voting scenarios of the outcome of the transactions, based on our proprietary information of investors policies and voting behaviours. Preparation and conduct of the Extraordinary General Meeting During the General Meeting campaign, Sodali will contact relevant decisionmakers to ensure their understanding of the transaction, solve any doubt and uncertainty that can prevent them from voting and approving the objectives of the transaction. Outreach extends to all parties involved in corporate actions (investors, hedge funds, arbitrageurs, proprietary desks, Proxy Advisors, clearing houses, global and local custodians). Global Information Agent during the Capital Increase Given the valuable information on shareholders obtained during the General Meeting phase, Sodali will assist the Client and its financial advisors, to ensure that all relevant decision-makers within investors are contacted and that they process the capital increase accordingly, with the objective of maximizing the result of the transaction, in line with the Client s expectations. 8

11 Selected Case: Public Tender Offers In the past 5 years, Sodali has acted as Global Information Agent for 40 Public Tender Offers, with the purpose of assisting its clients in the process of maximizing investor acceptance to the Offer. Its track record is of 95% success rate in meeting Clients objectives (and a 91% rate when the objective of the Tender Offer is to Delist the company). Sodali supports the Offeror by establishing direct lines of communications with the Target s investors, ensuring that the management s message is adequately conveyed, in order for investors to take an informed decision. A Global Information Agent gathers market sentiment in real-time, allowing constant monitoring of investor support. Sodali s approach helped the Offerors for Italian issuers Bulgari and Coin reach an acceptance level of over 97%, and immediately de-listing the companies. The figure on the side provides and example of monitoring of investor behavior during the transaction, by confronting effective daily acceptance rates, with direct investor feedback obtained by Sodali and the average acceptance metrics of investor behavior in past transactions. The Offeror is able to manage actively the transaction, by responding in real-time to any criticism detected from investors and adapting the Action Plan and communications accordingly. 9

12 Selected Case: Mixed-Ownership Restructuring From May to October 2014, King Parallel provided a consultation to a local SOE on how to design its mixedownership structure, with the requirements to meet demands of both local ownership entity and employees of the company, as well as to comply with legal rules and government policies. Taking on such commission, King Parallel s team carried out four aspects of consulting activities. Investigation King Parallel implemented a face-to-face interview investigation to the management of the SOE and local SASAC, including: Reviewing the business development of the company; Identifying relevant groups understanding on the mixed-ownership reform ; Discussing the position of the company. ` Policies and Legal Rules A review of polices and legal rules was carried out, in order to : Defining some principles and boundaries of mixed-ownership reform; To comply with legal rules and government principles in the mixed-ownership structure design of the company. Benchmarking A case study, included several typical SOEs with mixed-ownership reform experiences, was carried out in order to provide benchmarking to mixed-ownership design of the company: The process of their mixed-ownership reform; Characteristics of each SOE s mixed-ownership reform; Key factors of a successful SOE s mixedownership reform. Scheme Drafting Preparing several schemes; Discussion and asking for Comments; Final scheme completion. 10

13 Selected Case: Establishing Categorized BoD System From August to December 2013, King Parallel provided a municipal government with consultation on designing the governance model of its wholly state-owned companies, as well as working out BoD pilot schemes of 3 companies. Investigation Interviews to the local government and top leader of 9 SOEs, in order to: Understand the present SOEs corporate governance status; Conclude the corporate governance characteristics of each pilot SOE; Find out CG problems and reasons. Benchmarking A benchmarking on the SOEs corporate governance model was carried out, including: SOEs corporate governance characteristics comparison among various local governments; SOEs governance model comparison between China and other countries (e.g. US, UK, North Europe, Germany). Expert Discussion Expert discussions were organized, of which top leader of the local SASAC, top level management and board members participated in. Scheme Drafting A scheme on governance model and categorized governance of wholly state-owned companies in the local government was drafted; Several schemes on BoD structure and mechanism of 3 pilot companies was drafted. 11

14 Chairman s Letter Sodali To Our Clients and Members of the Corporate and Financial Communities: Sodali is a global consultancy providing advice and services to listed companies worldwide with the purpose of helping them manage the expectations of their investors and dealing effectively with the demands of public ownership. Sodali s name derives from the Latin sodalis, meaning friend or companion. It is intended to embody our organizing principle: Companies and their investors share common economic goals that are best achieved by means of good corporate governance, understanding of investor expectations and effective communications, rather than by confrontation and conflict. Sodali operates in markets where many companies continue to be managed by founding families or control groups even after they accept capital from the investing public and list on a stock exchange. In these circumstances, tensions and perceived conflicts of interest between minority owners and majority groups can be detrimental to the stability and performance of the company. Sodali helps clients deal with these problems in a constructive manner. Sodali s global business model also requires local expertise. We cannot serve companies effectively without understanding the language, history, regulations and customary practices of their markets. Our strategy is to establish local partnerships supported by our centralized research, operations and global expertise in London and New York. Sodali s strategic approach global reach, local expertise, research-based services, practical implementation skills, nonadversarial tactics, governance focus, long-term economic perspective and takeover preparedness can help companies lower their cost of capital, reduce risk and improve their position in the financial markets. These are goals that benefit companies and investors alike. Sincerely, John C. Wilcox Chairman 12

15 Chairman s Letter King Parallel To the Most Respected Decision-Makers in Various Sectors: The purpose of starting-up of King Parallel was to support top-level decision makers in various sectors to create maximum value, with orientation of innovation, valuation and trust, as well as complying with principles of objectivity, Independence and responsibility. Based on over 10 years national level research, policy advisory and management consultation experiences, King Parallel has built core capability of solving puzzles of top-level policies, governance and management, equipped with solid foundation to forge King Parallel into the world class consultation brand in her areas. Since her foundation, King Parallel has provided lots innovative consultation with features of creation and influence to national and local ownership entities, investment & operation corporations, large companies, and has received high appraisal from clients. King Parallel has formed closed collaboration and communication with international organizations such as OECD, ICGN, ACGA, etc. as well as ownership entities and institutional investors in many countries in the globe. Such relationship provides King Parallel with powerful international vision and abundant global cases. The strategic partnership between King Parallel and SODALI, a global leading shareholder response company, will provide solid intellect support for Chinese companies transforming into world first class trans-national corporations in ownership, business structure, and M&A. King Parallel gathered talent team with features of high-level innovation, trust-worthy, both internationalization and localization. And thus could provide innovative and high-quality consultation services to ownership entities (including institutional investors and investment holding companies), Board of Directors, and State-owned enterprises. In the future, King Parallel aims to become a leading consultancy for top-level decision-makers in four main areas: cross-border M&A and governance, BoD, Strategy & management and SOEs. King Parallel s team is looking forward to cooperate closely with top-level decision makers owning pioneering spirit in various sectors. Faithfully, Dr. Zhengjun ZHANG Founder and CEO 13

16 Timeline On May 1st, 2014, King Parallel and Sodali Ltd. announced a strategic partnership agreement to deliver shareholder response services to Chinese companies in the Greater China Region (including: mainland China, Hong Kong and Macau). Zhengjun ZHANG, the CEO of King Parallel, assumes the advisory committee member of Sodali; John C. Wilcox, the Chairman, and Alvise Recchi, the CEO of Sodali assume the advisory board members of King Parallel. On July 2-3, 2014, Zhengjun Zhang, the CEO of King Parallel was invited to attend the annual strategic conference of Sodali held in Rome. Since March, 2015, Sodali and King Parallel collaborated together to provide advisory services for the first common client. 14

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