新大好项目 english

CE v6.0

New J&A & XIN DA HAOHuaqiang North Plot Financing

Project

Financial Consultant ： NEW J & A Investment Management, Ltd

Confidentiality Statement This business plan is confidential, and the content and data included are aimed

exclusively to investors with intent. Once receiving this business plan, the recipients are supposed to keep it properly and follow the rules:

1 ） Please return the business plan completely or destroy it if recipient has no intent to get involved in the project in this business plan;

2 ） Without the prior written permission of NEW J & A Investment Management, Ltd, recipients are not allowed to copy, scan, disclose or spread this business plan completely or partially to other organization or individual;

3 ） Please don’t copy, scan, spread or disclose the content and data embodied in this business inside the company, and strictly keep it within the personnel related with this project ；

4 ） New J & A Investment Management, Ltd has the right of final interpretation with the content and data included in this business plan.

3真诚协同驱动财富增长

Accelerating Wealth Growth

Abstract

Project Background and Description

Financing Structure

Project Prospect

New J & A Management Team



Project Description---Abstract

Plot Reconstruction Project will locate in HuaQiang North in Shenzhen, where the electronic trading accounts for 1/3 of the whole domestic market. The total investment is RMB 2.4 billion. The first investment RMB 400 million would be the operating cost including the fees to acquire the property, removal expense, etc. The second investment RMB 2 billion would be used to establish international electronic parts trading center, company office, R&D office and business hotel. The expected property sales would be approximate RMB 3,876,750,000, and the expected profit would be RMB 1,405,900,000. The project is expected to complete in 2011.



Project Description---Land and Building Position (Satellite Imagery)

A

B



Project Description--- Land and Building Position (street map, taken during subway building period)

Front of Building Side of Building and street



Project Description---Plot Buildings Transfer History

In 2005,XIN DA HAO purchased 上盖建筑物 buildings A and B and put themunder the name of Huaqiang Property.XIN DA HAO then did addition workson A and B, including basement (for equipment storage), another layer on the top of A and B, and the construction between A and B, Which are all integrated as a whole.

In 2007, Building A and B were transferred to 华业发展 ,which paid RMB290 million for first phase, and hasn’t paid RMB 300 million for second phase. Huaye Development put A and B under the name of Junjia Investment Ltd (Project company). Except the 加建物 , the equipment is still controlled by XIN DA HAO. The building could be utilized till October 2029.



Project Description--- Land and Building Position (space diagram)

EG

Land G

Building A and B

Additional construction C+D+E+F

are transferred from Huaqiang Property Brokerage (Shenzhen) Co., Ltd to Huaye Development in June 6, 2007. Huaye has paid RMB 290 million for first phase, and hasn't paid >RMB 300 million for second phase (since the agreement hasn’t been completed)

is owned by Junjia Investment Ltd ,which is subordinated to Huaye . It’s whole leased with rent of RMB 4.2 million per month.

Floor area is: 22,058.30 square meter. Huaqiang Property (in the name of Junjia Investment Ltd) has

obtained 3 out of total 5 approval documents for plot reconstruction

Covered area:7,736.4 square meter

is not included in the 20070606 property transferring agreement. E is the basement to store air conditioner main body ， utility facilities. Besides, other equipments including elevator are not transferred.

Jiajun is entirely leased Additional construction area:22,000 square meters According to Futian District government document [2003]13

<Notice about imposing temporary (short-term) land rent>, RMB 2.2million is customed to government annually for the additional construction, which could be legally used for business purpose

Zhenhua

Avenue

AB C

DF



Project Description---Current Cash Flow of the Buildings

Since 2007, the Buildings have been entirely leased to Saige Electronic Market Gaokede Trading center with monthly rent of RMB 4.2million, annual rent of RMB 50.4million

Annual Rent: RMB 50.4 million

Junjia Investment LtdJunjia Investment Ltd

E

AB C

DF



500 Million500 Million

Project Description---Capital Requirement and Uses

Purchase 100% equity of Junjia Investment subordinated to Huaye Development (Buildings A+B)

Reconstruction Expense

480 million

20 million



Project Description---Return of Current Rent

Annualized rate of return of the rent of the buildings on the plot:

（ 4.2 million/month * 12month/year ） / (0.5 billion) = 50.40 million/0.5 billion = 10.08%



Background and Advantage of Shangbu Business District

Shangbu is one of the most prosperous business districts in Shenzhen, which is developed from electronic industrial district. Shangbu District is enclosed by Shennan Middle Rd, Hongli Rd, Shangbu Middle Rd and Huafu Rd, where locates the first-class business center in Shenzhen.

The Huaqiang North business district with 1.45 square kilometers area has developed for more than 20 years, and is also a well known business street in Shenzhen. It’s renowned for electronic trading and computer trading. There is also shopping mall and appliance mall there.

There are thousands of electronic products traded in the Huaqiang North electronic business district, and their markets are extended to southern China and even the whole China. Annual sales are over RMB 20 billion, occupying 1/3 of the total domestic transaction.



Background and Advantage of Huaqiang North Business DistrictA universal and classical business model is adopted in Huaiqang North “electronic” street.

This street is 930m long, clustered with tens of super electronic markets such as Saige, Huaqiang, Gaokede (where this project locates), Duhui, Jiahe, Shenzhen International, Wanshang, Hongda, Yuanwang. There are thousands of shops in the 200,000 m2 area. Every market is crownded with countless counters with only 1 or 2 m2 .

Electronic product distributing center with all the parts, intermediate goods, display, integrated circuit, liquid crystal, plasma, etc.

The price flucturation here would influnce the similar products price in other big cities as Shanghai, Wenzhou, Nanjing, and even the electronic parts purchase price in the whole domestic market.

The average growth rate of IT industry in Shenzhen arrives at 66%, and the output value accounts for 60% of the total industrial output value in Shenzhen, and the profit accounts for 1/5 of the total profit in China.

note: refer to material section for details



Background and Advantage of the Businesses in Huaqiang North Business District

Saige Plaza was regarded as the most distinctive mall in 1990s in Huaqiang North electronic trading market. As seen in left picture, the first floor is full of sales counters, one for each merchant.

The montly rent for each counter is RMB 3000/ m2. The selling price is from RMB100,000 to 300,000.



Saibo Digital Square

mallmall

Background and Advantage of Huaqiang North Business District (electronic trading density graph)

SEG Plaza

Yuanwang Digital Plaza

Mingtong computer

store

Wanshang Computer

Store

International Electronic Store

Wanshanghui digital store

Communication Market

Huaqiang Digital World

Huaqiang Plaza

New Asia e-mall

E-trade center (where project

locates)

Huaqiang North Rd Zhenhua Road



Huaqiang Ave.

Subway station

Background and Advantage of Project Loacation----Electronic Products Distributing Center

Hongli Rd

Shennan Middle Avenue

Hu

a Q

iang

No

rth R

oa

d

Zhenhua Rd

Project

Huaqiang North station(2011)

Sh

ang

bu

Ro

ad

Hu

afu

Rd

Ya

nn

an

Ro

ad

Hu

afa

No

rth R

oa

d



Huaqiang Station lies on Subway Line 1

Shenzhen Subway Line 2 ( start operating from early 2011) will also have a station as Huaqian North Station. The project is adjacent to the two subway stations within 20m distance, besides, there are two more subway exit lies within 100m distance.

Background and Advantage of Business District----Transportation

Project

Huaqiang Road

Station

Huaqiang North

Station(2011)Zhenhua Road

Zhenzhong RoadS

ubw

ay L

ine

1

Subway Line 2



Display of the Plot Requiring Financing

Plot



Plot Layout

高科德交易中心



Best Time to Develop the Project

Now---During the subway construction period. Reasons:1. Roads are closed for constructing

Subway Line 22. It’s blocked in the crossing of Zhenhua

Rd and Zhonghang Rd3. The rent is cut down because of the

subway construction

If project development is synchronized with subway construction, the environment influence could be minimized and the company loss resulting from staggering project and subway construction could be reduced.

Project

Currently closed road



Street View

Front of Gaoxinke Electrical Trading Center

Side of Gaoxinke Electrical Trading Center



Building B

Changes in Ownership Structure, Sale Diagram -1

XINDAHAO Industrial Development Co., Ltd

Li, Qingfeng(chairman of XINDAHAO)

Huaye Development Co., Ltd

Junjia Investment Co., Ltd

lease

Income

Building A

controltransfer

100%

Entire

lease

建筑物 BSaige Electronical MarketGaokede Trading Center



Changes in Ownership Structure, Repurchase Diagram-2

Lease

Income

XINDAHAO Industrial Development Co., Ltd

Li, Qingfeng(chairman of XINDAHAO)

Huaye Development Co., Ltd

Junjia Investment Co., Ltd

100%

100%

Purchase Junjia 100% ownership

建筑物 BSaige Electronical MarketGaokede Trading Center

Huaqiang Property

Control

Real right transferred



Capital Required for the Project

Capital to purchase Junjia’s equity: RMB 500 million

Entirely leased property of Junjia:Saige Electronical Market (Gaokede Trading Center)Monthly rent: RMB 4.2millionAnnual rent: RMB 50.4 million

Saige Electronical Market (Gaokede Trading Center)



Abstract


Financing Structure

Project Prospect




Financing Structure------Financing Body Introduction

Financing Body: Huaqiang Property Brokerage (Shenzhen) Co., Ltd, affiliated to Xin Da Hao Industrial Development CO.,LTD.,

Xin Da Hao Industrial Development CO.,LTD. (Shenzhen) is one of the oldest merchants landing in Huaqiang North Business District. Since 1996, it launched “Xin Da Hao Fashion Mall”, “Oriental Pearl Hotel”, “Xin Da Hao department store” and “Xin Da Hao Fashion Plaza”. Xin Da Hao operates very well for the past years in Huaqiang North. The chairman Qingfeng Li introduced the “HOPSCA” block, which is a new business model and very popular around the world.

“HOPSCA” is a multi-function, modern block integrating with six elements as hotel, office building, parking lot, shopping mall, entertainment, and apartment. It provides one-stop service for the customers.



Financing Structure------Ownership of Current Real Rights

E

AB C

DF

A+B

Plot(Plot NO.:B210-0024)

Huaqiang Group

Junjia Investment(Project Company under

Huaye Development)



Shenzhen Huaqiang Holding Limited was established in 1979. It’s a large investment holding group with high technology industries as its core businesses. At present, it has invested in more than 40 companies in China and overseas (in the form of wholly owned subsidiary, holding company, and joint stock company), of which two of them are listed public companies, six are high technologies enterprises.

Land for this project: Plot No. B210-0024, Industrial Land, assigned by government, covered area: 7,736.4 m2 .

Financing Structure------Land Owner Introduction



Financing structure------1.NPV Calculation of Rent

1. 2009/06-2011/06----- 2 years

During the subway construction period (2009- early 2011), government requires the rent to be cut half down, that is 4.2 million/2= 2.1million per month

There are 21 months till completion. 2 years will be used to calculate.

2. 2011/06-2020/06----18 years

There are 18 years in total from 06/2011 to 10/2029, when the building’s tenure of use expire (note: subway construction will be completed in March 2011)

3. 1 year loan interest rate will be used as discount rate: 5.4%

NPV of Future Cash Flow

= [(210*12)/(1+5.4%)n] +{ [(420*12)*(1+5.4%)n]}/(1+5.4%)2

= 560.73 million①

note: = RMB 560,735,207.8①



Financing structure------Reducing Operating Cost

For the Xin Da Hao Huaqiang North Project, assuming RMB 500 million could get 50% equity, and RMB 600 million is required for the land, the developer will pay 500m*2+6mm=1.6 billion to obtain this land.

The land price for square meter: 1.6 billion/110,000 m2= RMB 14,500/ m2. As evaluated by professional assessment agency, this plot’s market price is around 25,000 / m2 . (Xin Da Hao Huaqiang North Project Plot)

In the beginning of this project, the payment for the land could be only RMB 20 million if it’s Guochuang R&D Center who applies this land for construction. After the project completes, the bank loan could be used to pay the extra part. In this way, the financing capital could be saved by 600 million for 2 years. And the financing pressure and related expense could also be reduced in the beginning.



XIN DA HAO Project Trust Structure DiagramCapital Flow

SZITIC -New J&A -Xin Da Hao

Project Assembled Funds Trust

Equity hold on behalf of

Trust fund flow

Investors

(Trustor/Beneficiary )

Pay money

Set up

trust net earnings and trust asset allocation

Repurchased Junjia Equity

Huaqiang Property

Qingfeng LiLoan Contract

Real

Control

SZITIC (trustee)



Reference: Shenzhen International Trust &Investment Co., Ltd’s Wenjian·WaterFlowers Project

Project Time: 2002

Borrower: Hualong (Shenzhen) Real Estate Development Ltd.Co

Loan period: 2 years

Project scale: RMB 250 millions

Interest rate: call rate by The People’s Bank of China in the same period ( the loan interest was 5.49%)

Project land area is 164,764.2 m2, total covered area is 229,300 m2, plot ratio is 1.4.

Loan guarantee: Shenzhen Trust Real Estate Development Company Limited

Loan special clause: if trustee finds any major issue from borrower and the project and it could affect the trust funds’ safety, trustee has the right to ask borrower to repay the loan early




Operation Principle of Loan Interest Income Before Annual Trust Income DistributionBased on safety and liquidity principle, Trustee will make steady earning from loan interest before distribution through saving the in bank, call loans from banks, treasure bond investment, or right issue.Strategy to deal with credit risk: Shenzhen Trust Real Estate Development Company Limited will provide suretyship guaranty for borrower by its good reputation and economic strength.

Trust expenses include:1. Trust compensation2. Bank commission, service fee, security transaction fee, auditing fee and attorney

fee3. Document or book and print fees4. Information disclosure fee5. Other fees according to relative government regulations

Trust compensation accruing principle and payment:Trustee operates trust business and gets compensation according to agreementTrustee accrues trust compensation, which is 1.5% of trusted funds. One time

adjustment would be done based on the calculation method described in second clause when trust agreement terminates.




Trust Compensation Calculation Method:(1) If average annual rate of return is less than 3.5% (included), the

Trustee will get annual compensation = trust fund * 0(2) If average annual rate of return is between 3.5% (excluded) to

4.1% (included), the Trustee will get annual compensation = trust fund * (average annual rate of return – 3.5%) * 50%

(3) If average annual rate of return is more than 4.1% (excluded), the Trustee will get annual compensation = trust fund * [(average annual rate of return – 4.1%) * 100% + 0.3%]

The items that are not included in trust expenses:The expense or trust fund loss due to trustee violates trust contract, and the expensed occurred on things not related with trust business




SZITIC Wenjian·WaterFlowers Project

Assembled Funds Trust

Shenzhen Hualong Real Estate Development

Company Ltd.(borrower)

Property Mortgage

Shenzhen Trust Real Estate Development

Company Limited(Largest shareholder

of Hualong)

guarantee

holding

Trust fund flow

Investors(Trustor/

Beneficiary )

Pay money

develop

Loan Contract

Set

up trust net earnings and trust asset allocation

SZITIC (trustee)

WaterFlowers



Abstract


Financing Structure

Project Prospect




Project Prospect

Goal: establish the first-class international electronic parts trading center which is well-known both in China and around the world

Expected development time: 1.5 years

Land Area: 7,736.4 m2

Plot No.: B210-0024

Plot Ratio: 14



Project Prospect

Basement and 1st- 10th floors are commercial part used for electronic parts display and sales

11st -40th floors in the two tower buildings are for Apartment Hotel and Office

Parking lot: 380 parking spaces



Comparison of the Project Prices

New Asia Center Guoli Building:

Established in 2007

1st -4th floors for commercial stores, above for apartment and office

Average price for commercial stores is RMB 73,000/m2, and average price for apartment is RMB 22,000/m2

locate behind the Project



Expected Profit 1

Commercial Store: 42,800 m2

Apartment and Office: 66,430 m2

Car Spaces: 380

Plot Ratio: 14

The average price of commercial store is conservatively assumed to be RMB 50,000, and price of apartment and building to be RMB 25,000:

42,800 m2 × ￥ 50,000 ＋ 66,430 m2 × ￥ 25,000 ＋ 380× ￥ 200,000＝￥ 2.14 billion ＋￥ 1,66075 billion ＋￥ 76 million＝￥ 3.87675 billion

Tax rate: 20%

Expected profit: Sales － purchase cost － development cost = ￥ 3.87675 billion －

￥ 756 million – ￥ 1.748 billion = ￥ 1.373 billion



List of Comparable RentsNew Asia Center Guoli Building

Closely behind this project, at the crossing of Zhenzhong Rd and Zhonghang Rd

Rent: ￥ 90.00 / m2*month

Electronic Science & Technology Mansion

At the crossing of Futian Shennan Middle Rd and Huafa North Rd

Rent: ￥ 75.00 /m2*month

Modern Window At the crossing of Zhenhua Rd and Huaqiang Rd


Huaneng Hotel By the side of Shenhui Highway Rent: ￥ 65.00 /m2*month

The Pavilion Office Building

4002 Huaqiang North Rd (crossing with Hongli Rd)


Hangdu Building Central Business District Zhonghang Yuan


SEG Plaza At the crossing of Shennan Rd and Futian Huaqiang Rd


Huajun Building 101 West Zhenxing Rd Rent: ￥ 55.00 /m2*month

Stars Plaza Huaqiang North Rd Rent: ￥ 50.00 /m2*month

SEG Tech Park At the crossing of Huaqiang Rd and Zhenxing Rd




Abstract

n 项目背景 n 项目描述 n 政策及项目所在商圈优势 n 融资结构 n 可能的质押担保资产


Financing Structure

Project Prospect




Brief Introduction of New J&A Financial (Shenzhen) Limited

New J&A Financial (Shenzhen) Limited ( “New J&A” for short thereafter) is a professional investment company registered in Shenzhen, China. The goal of the company is to create additional wealth for its clients.

The primary businesses include investment management, financial consulting, enterprise and asset management, asset reorganization, asset securitization, and company reorganization.

The mission statement: Accelerating Wealth Growth

New J&A’s businesses are based on our thorough understanding toward domestic and overseas markets, and our solid professional experience in the business.


Mission Statement



New J&A’s Businesses

Our businesses are based on our thorough understanding toward domestic and overseas markets, and our solid professional experience in the business.



New J&A Internal ManagementNew J&A is always market-oriented, objecting in maximizing investor’s return per unit risk, and striving to provide the best professional services to our clients. We have established an internal management system with four modules which are independent but would effectively support and monitor each other.



New J &A Risk Management Structure

New J&A has established a well structured risk control system. The risk control process is strictly followed in very practice, in order to prevent and diversify risks effectively and guarantee the fund holders' interest.

Risk Management Committee

Risk Control Team

Investment Risk Control

Officer

Fund Operation Risk Control

Officer

Fund Sales Risk Control

Officer

Financial Accounting Risk Control

Officer



Our Team

Shengxi Lu, PhD Chairman of the Board, New J & A Investment management, Ltd

Yuyuan Tao President, New J & A Investment management, Ltd

Fengjiao Chen Vice General Manager, New J & A

Yibo Ma Independent Director, New J & A

Bojun Du Vice President, New J & A Investment management, Ltd

President, Merger and Acquisition, New J&A

Bingming Yi, PhD Director of R&D, New J & A

Qing Gao Director of Merger and Acquisition, New J & A

Weida Nie Manager of Marketing, New J & A



Dr. Lu, Shengxi

Dr. Lu has rich experience in investment banking and asset management （ especially in private equity fund and hedge fund management ） . He holds a bachelor degree in Engineering from University of Haerbin Technology, a bachelor degree in Management from University of Wuhan Technology, a MBA from Lally, Rensselaer Polytechnic Institute , and PhD in Economics from Zhongnan University of Economics and Laws.

Dr. Lu is the chairman of board of New J&A Financial Limited, and executive director of J&A International Capital. Previously, Dr. Lu was the fund manager of Dafu Financial management, LLC (Hongkong). Before joining Daofu, he was the Director of Marketing in China High Technology Investment Management, LLC, in charge of marketing and investment management. The positions that he held before that includes senior manager of Jiashi Fund Management, and senior analyst of Guotai Junan (Hongkong)LLC, senior analyst of Guoxi Security and Director of Investment banking of J & A Security, LLC.



Successful Cases by Dr. Lu

Guagzhou Holding （ 600098 ） IPO in Shanghai (A Share)

(1997 ）

Yu Energy （ 001896 ） IPO in Shanghai (A Share) （ 1998 ）

China Petroleum Jilin Chemical Eng & Con （ 600546 ）

IPO in Shanghai (A Share) （ 2003 ）

Establish China Dragon Power Fund （ in 2006 ）

Establish J&A Fund SPC （ in 2007 ）

Establish Skyworth TTG & assist its financing ( in 2008 ）

Establish New J&A Hummer #1 Fund( in 2009)



Publications of Dr. Lu

1. 7 publications in National Academic Journals2. Advanced Economic Decision Making in 1998 by

RENMIN Publishing

3. Corporation Design and Operation in 1998 by

HAITIAN Publishing

4. IPO Design in 2000 by CHANGJIANG Publishing

5. Investment Bank under Approval Regulation in 2001

by China International Business and Economics Press

6. Behind the TengZhong-Hummer Deal in 2010 by

Xinhua Book City



Dr. Lu’s Experience and Specialty

Educated and Work in Mainland China, Hongkong, and U.S.

PhD in Economics and MBA, Degrees in Engineering, International Business Management, Financial Engineering, and Mathematics in Business. One of the first members being granted Hongkong citizenship through “Quality Migrant Admission Scheme”

Solid Financial Investment Background

Experience in Investment Banking by working for J & A Securities; Investment Analysis (Guoxing Secuties); Marketing (Jiashi Funds); Security Investment (J & A Asset Management Company); and Fund Management ( Hongkong Dafu Asset Management Company)

Precautious Attitude and Approach towards Risk Taking

Emphasize in team work; Introduce Wall Street Hedge Fund management rules and models

Multi-dimensional Company Valuation

Partner with diversified professional institutes; Create new financial products



Mr. Tao, Yuyuan

Mr. Yuyuan Tao is the President of New J & A Investment Management, Ltd. Mr. Tao was General Manager of Investment Banking SBU in China Minsheng Banking Corp., LTD. He has an extensive professional network and information channel, is proficient in financing channels and tools. He also has a rich experience in large scale M&A, investment banking and corporation management.

Mr. Tao received his Ph.D. from Zhongnan University of Economics and Law



Mr. Tao, Yuyuan’s Previous Projects

Minsheng Bank acquired Huizhou Urban Credit Cooperative (RMB 9 billion)

Zhengjia Company acquired Pengzun Energy Company (RMB 400 million)

Mingzhu Mall Project Management (RMB 400 million)

Times Financial Center Project Management (RMB 300 million)

Lixiang New City Project Management (RMB 300 million)



Ms. Chen, Fengjiao

Ms. Chen is vice general manager of New J & A Investment Management, Ltd, CPA and CTA. She is also the president of Shenzhen Hongxin Accounting firm, member of Finance Committee of Shenzhen Professionals, and independent director on the 6th board of Shenzhen Hongji Corporation (public listed). She was independent director on the 5th board of Shenzhen Hongji Corporation, member of 5thauditing committee, partner of Yuehua (Shenzhen) accounting firm, vice president and vice Chief Accountant.

Ms. Chen obtained the MBA degree from Hong Kong Baptist University.



Ms. Chen, Fengjiao’s Previous Projects

Audit China National Medicines Corporation Ltd （ 600511 ）

Audit Sichuan Road & Bridge Co., Ltd （ 600039)

Audit Advanced Technology & Materials Co., Ltd (000969)

Audit Baoji Department Store (Group) Co., Ltd (000796)

Audit Northeast Pharmaceutical Group Co., Ltd (000597)

Audit Maoye International Holdings Limited (HK.848) for its capital integration prior IPO



Mr. Ma, Yibo

Mr. Ma is an independent director on board of New J & A. He is currently in a position for a domestic securities company and has a17 years experience in securities industry. Mr. Ma was responsible for information analysis for Junan Asset Management Investment company. He participated in R&D of security trading system and cooperated with ICBC to create “Bank Securities Express”. He was a professor in Wuhan University where he participated R&D of national database system.

Mr. Mao obtained the Bachelor of Science from Wuhan University and he has got the professional title of Engineer.



Mr. Du, Bojun

Mr. Du is currently Vice President of New J & A, as well as the President of Merger and Acquisition Department of New J&A. He worked in Junan Securities (present Guotai Junan), United Securities in the area of IPO financing and refinancing, worked in H&J Vanguard Research and Consulting Co.,Ltd in the area of enterprise management and company M&A. He has an extensive experience in company equity and debt financing, IPO, asset restructure, strategic M&A.

Mr. Du obtained the degree of MBA from Tsinghua University.



Mr. Du, Bojun’s Previous Projects

Dongfeng Electronic （ 600081 ）—— IPO

Pangang Group Steel Vanadium & Titanium Co.,Ltd. （ 000629 ） —— Asset Restructure and Refinancing

Taiyuan Heavy Industries （ 600169 ） —— IPO

Guangdong Golden Dragon Development Inc （ 000712 ） —— Asset Restructure Financial Consultant

China Development Bank——Debt Equity Swap Consultant



Mr. Gao, QingMr. Qing Gao is the Director of Acquisition and Merger for New J & A. Before he joins us, he was General Manager of Investment Banking Dept. for Zhongshan Security, General Manager of investment banking 4th Dept of United Securities. His previous work titles include vice GM of investment banking for Hengtai Security, GM of investment banking for Taiyian Security Shenzhen and Changsha offices, and senior manager and CEO assistant of investment banking for Dapeng Security.

Mr.Gao is well recognized in investment banking industry in China with 12 years relative working experience. He is well connected in the business. He has profound knowledge in domestic and international financing channels and instruments. He is also good at large investment M&A and investment banking as well as executive management. Mr. Gao obtained the degree of MBA from Renmin University of China, and a bachelor degree in Economics from Beijing Technology and Business University.



Dr. Yi, Bingming

Dr. Yi is the Director of R&D for New J & A. He was one of the key statistician in GLAXOSMITHKLINE, PA, USA. He worked for China International Futures brokers Limited as an future trader for 2 years. Beside he worked in pharmaceutical industry in United States for 5 years and worked in security and commodity trading industry for more than 6 years.

He has a excellent professional performance in the past seven years.Dr. Yi obtained his PhD in statistics in North Carolina State University, the Master and Bachelor degrees in Statistics from Beijing University.



Mr. Nie, Weida

Mr. Nie is Senior Manager in Marketing of New J&A. He has a rich experience in developing and designing financial products.Mr. Nie obtained the Bachelor degree in Finance from Hubei University.



Introduction of the Lawyer Li, Lijiao

Li, Lijiao with education background in Foreign Language Department of China Foreign Affairs University, Law School of Jinan University as well as the George Washington University Law School, obtained double Masters of Law. He is a partner in SHU JIN Law Firm. He specializes in finance, security, and foreign investment areas. He has rich experience in venture capital and private equity financing, asset restructure, M&A, IPO, refinancing.

As agent lawyer, Mr. Li participated several foreign investment projects and has a unique understanding of foreign investment law. He was the member on the international,Hongkong, Macao and Taiwan Law affairs committee of Shenzhen Lawyer Association, the member on the anti-monopoly law affairs committee, and is currently vice director of Fair Trade law affairs committee of Shenzhen Lawyer Association.



Our Competitive Advantages

Extensive professional network in finance industry

Solid relationship with public listed state-owned company and private company in developed area in China

The project team has a profound knowledge towards finance industry in China and equity investment from recommended banks. These are very important to attract potential investors.

The project team is both pragmatic and innovative.

We have clear position:

Being professional investor

Focus on mid- and small- size companies

Being specialized researcher



Appendix: Q&A for Guochuang Group Due Diligence Letter

B210-0024 Plot No. Floor Area Plot Area

10 Bldg 1-2 floors 3000484611 108.5 million 3,644.7 ㎡ 7,736.4 ㎡

10 Bldg 3-6 floors 3000484613 50 million 5,368.2 ㎡11 Bldg 3000484612 91.5 million 13,045.4 ㎡

Q ： There are Property ownership certificate and house ownership certificateA ： There is legal Number of house ownership certificate. XINDAHAO group has purchased these two building but hasn’t 暂未办理土地分宗。 XINHAODA will be responsible for 土地分宗 when develops regardless of any obstacle.




A: what written documents are required if legal property owner want to transfer his property right?

Q:The property owner can provide written form of willingness to transfer only after cooperation partner (Guochuang Group and relatied companies) provide capital certificate or credit certificate.

A:What is the right that Guochuang could obtain after paying first-phase RMB 500million?

Q: Guochuang Group could acquire 50% equity of the project company after paying 500 million, and then could designate legal representative of the project company. Since the project company 100% owns the plot and the right of property on the land, Guochuang Group accordingly owns 50% plot and property right on it. At present, the rent of the property is more than RMB 50 million. There is one year long till project startup.

A: what is the capital arrangement after RMB 500 million payment? What is the verification for capital sources? Capital provider’s arrangement and commitment?

Q: NEW J & A Investment Management, Ltd will collaborate with CR Trust, New Times Trust, China Construction Bank, China Merchants Bank to develop trust products for 3 periods with 18 months per period and RMB 0.6 - 0.8billion per period.




Guochuang Group

Plot+Buildings

Junjia Investment

Huaqiang Property

50% 50%

100%

Q: Cooperation requirement for other partners, i.e. what’s the stock equity structure, capital structure and equity structure:A ： after stock equity is transferred, the stockholder of project company is Guochuang or its designated representative, the other stockholder is Huaqiang Property or its designated representative. Both of they will proportionally bear capital cost based on capital structure and equity structurie. In fact, Guochuang don’t have to invest further. Huaqiang Property will entrust financial company to do financing on the market. The two shareholders will provide the capital cost proportionally based on Bank Loan interest rate.



Appendix: Q&A for Guochuang Group Due Diligence LetterQ: the approval for plot adjustment, i.e. the approval document for transferring the original land to 120,000 m 2 commercial land. (mainly from Shenzhen Planning Bureau, including a certificate and a document)A: It‘s required to file together. According to "Shenzhen Urban Renewal Procedure" and "Shangbu District Urban Renewal" by Futian district government/Shenzhen Planning Bureau/Research Institute in Dec 2008. ( passed by Shenzhen Government in 4th session 1st,2nd and 4th standing conference in Dec 24, 2008 ） The approval documents for the project: both the certificate and document that the city and district governments approving constructing 110,000 m2 are in the process of filing now. Huaqiang Property would be responsible for this filing and would be finished before end of April of 2011. If it doesn't finish before that, both parties could negotiate penalty agreement.




Q:does this project need relist? if not, what's the supporting document?A:No. according to "Shenzhen Urban Renewal Procedure" (Pls see appendix)(remove and reconstruction)

Q:supporting documents for paying the spread for landA: according to "Shenzhen Urban Renewal Procedure" and Huaqiang North basic land price, commericial RMB 4300/m2, residential 2900/m2, office 3100/m2.

Hence the payment should be RMB 0.3 billion. If listed, the price would be more than RMB 22,000/m2. The land price will increase to RMB 0.6 billion assessed by Shenzhen Real Estate Trading Center.



Contact

NEW J & A Investment Management, Ltd

Address ： Nanshan District, Shenzhen, ChinaZip Code ： 518000

Contancts ： Weida Nie Shengxi LuCell Phone ： 15814725315 13924611904Email ： [email protected] [email protected]

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