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Solar Power Plants Project: Solar Developer Pure Play in

Cambodia

Information Memorandum 1 Background


Cambodia has a very low electrification rate of 24%. This means that 76% of the population has no access to electricity. Power demand is projected to grow at 15% per annum, whilst supply is only projected to increase by 12.1% per year. This demand-supply gap, has resulted in Cambodia having the most expensive electricity in South-east Asia. The average end user tariff is US$0.64 per kWh. For comparison, this is 3x the cost in Singapore of US$0.21. The main reason why electricity is so expensive in Cambodia is because they rely on diesel fuel to generate electricity. And given the falling cost of solar PV panels, grid parity has been achieved in nations like India, who also rely on diesel. At present, the potential solar energy available in Cambodia remains fundamentally untapped. Out of an estimated GWh/year of 65 only 1 has been utillised.

2 The Company
Solar Power Plants is a company formed to address the market gap and opportunity in Cambodia. For access to capital and tax efficiency, it will be structured as a Singapore holding company with a wholly owned subsidiary in Cambodia. The subsidiary will in turn own the solar power plants (SPPs). This is likely to be via Special Purpose Vehicles (SPVs) as each SPP will have its own land title. Our goal is to have 9x operational SPPs in 5 years.

3 The Company's Mission


Solar Power Plants is a solar developer, whose DNA Statements follow: Vision Mission East Asia Positioning Statement

Clean, reliable & affordable power for all No.1 SOLAR Independent Power Producer in SouthThe Solar Developer of choice

DNA Statements is a proprietary methodology of Bespoke Ventures Pte Ltd Confidential Page 1 Copyright 2012 Bespoke Ventures Pte Ltd

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Value Proposition Values Statement Call to Action Motto About Solar Power Plants

Design, Build, Own, Operate & Manage (DBOOM) Energy Security, Sustainability, Social Responsibility Shrink your carbon footprint Empowering change!

We serve municipal utilities and power distributors by providing a reliable power source that plugs seamlessly into their distribution grids. Specifically, we will serve Electricit du Cambodge (EDC) - Cambodias state utility - that itself serves 270,000 households, of whom are in Phnom Penh. We will sign 20 year Power Purchase Agreements (PPAs) with EDC.

4 Products & Services


The SPPs we have designed are approximately 3x football fields in size. They will be able to supply the grid with 4,800 kWh/day. The average household in Phnom Penh consumes 5 kWh per day, so each SPP can supply 960 households. Specifications: Plant Size: 1 249 kW 6 578 Poly Crystalline Solar Modules of 190 Wp 1 000 MV Inverter (incl. Control and Monitoring System) Average Service: 8 Hours/Day Area: 1.5 Ha Annual Yield: 1 864 MWh Net Annual CO2 Reduction: 3 800 tCO2/year (CERS)

Indahag Location: Philippines 1MW Solar Power Plant Being close to point of power consumption also greatly reduces transmission loss. Hence our SPPs will be located in the suburbs of Phnom Penh instead of in far-off remote locations. This also means we need not invest in transmission infrastructure since we plug directly into the grid. We will tender out the plant builds to three preferred EPC (Engineer Procure & Construct) contractors: juwi (http://www.juwi.com/), Phoenix Solar (http://www.phoenixsolargroup.com/en.html) and Sunlabob (www.sunlabob.com). Confidential Page 2 Copyright 2012 Bespoke Ventures Pte Ltd 04/07/2012

5 Target Market
The Cambodian power market is severely under-served. And just as important, power is unsubsidized. This means that there is no market distortion and free market forces determine power prices based on demand-supply dynamics. Solar therefore competes on a level playing field. Our cost per kWh is US$0.11, so we can sell it at US$0.35 for a profit of US$0.24. Having said that, the Cambodian governments 2003 Renewal Energy Action Plan calls for the following: (i) (ii) (iii) (iv) supply 5% of new electricity generation about 6 MW through renewable energy technologies supply 100,000 households with electricity from renewable energy sources on a competitive basis provide 100,000 households with electricity through the use of solar photovoltaic systems establish a sustainable market for renewable energy systems

In conjunction with the political capital and connections of the SPP team (see below), this means that securing the necessary permits and licenses will be expedited. Moreover, we will most likely qualify as a Qualified Investment Project (QIP). This is a tax incentive scheme administered by the Council for the Development of Cambodia (CDC). It provides a 6 year tax holiday.

6 Management & Advisors


Lim Tiat, LLB (Hons) Founder Tiat graduated with a Law Degree (Honours) from the National University of Singapore. He is a dyed-in-the-wool serial entrepreneur with more than 16 years experience in various businesses. As a dotcommer, he founded two internet companies. The first was one of the top B2C auction sites in Singapore and the second was a top B2B exchange for the shipping industry. He is currently the Director of Bespoke Ventures (www.bespokeventures.biz), an incubation company that specialises in bridging foreign companies into Singapore by providing a Creative Market Entry Solution. BVs focus industries are: (1) Film & Media; (2) Clean Tech; and (3) Creative Industries. Since being established in 2003, BV has achieved a 100% hit rate, with all incubatees profitable and cashflow positive. Tiat believes that this is attributable to his ability to only pick and back winners. BV has had extensive dealings with various government agencies, both local and foreign, and was the first Media Development Authority (MDA) granted supported Venture Incubation company. Tiat is personally committed to Clean Tech as a means to address the pressing issue of global warming. His family has a social enterprise in Cambodia that helps orphans, slum kids and the disadvantaged. It is through this ongoing connection with Cambodia that his family has built strong personal ties with high-ranking government officials there. Victor Ong Advisor

Victor Ong is the Managing Director and the Co-founder of Live Capital Pte Ltd. Victor has more than 15 years of business development experience in the energy sector originating transactions in both the LNG and LPG storage segment, citygas distribution segment, conventional and renewable power segment, agriculture and food processing segments. Most of Victors Confidential Page 3 Copyright 2012 Bespoke Ventures Pte Ltd 04/07/2012

transactions origination experience in the last 7 years has been in the markets of Vietnam, Cambodia, Malaysia and Indonesia gained through his business development experience with Dutch multinational Royal Vopak and a multi-lateral infrastructure fund managed by InfraCo Asia Development, an initiative funded by the IFC (World Bank Group) and a consortium of 7 European Governments. During his stint with InfraCo Asia, Victor originated and executed several notable transactions in the agriculture, food procesing and renewable energy sector in Cambodia and Vietnam. At Royal Vopak where he had worked in the business development group for close to 5 years, Victor most recently originated a USD 300 million, 2 million tons per annum LNG regasification import terminal project in Peninsula Malaysia which is currently in an advanced stage of development.

7 Return on Investment
Each SPP will cost US$4M to build. Each parcel of 1.5Ha land will cost US$1M. Based on a total investment of US$5M, each SPP will generate an annual gross yield of 7%. As such, each SPP will be cashflow positive and profitable from the start of operations. When we have a portfolio of at least 9x SPPs, we believe we will be in a position to IPO on the Cambodian stock exchange (http://www.csx.com.kh). Phnom Penh Water Supply Authority (PPWSA) which IPOed 18 April 2012 is a good benchmark. Firstly, its a utility play, just like solar power plants (i.e. dividend-income counter). It was 17 times oversubscribed. The Market Cap was KHR502.5Billion (US$123.9M) on earnings of around KHR30Billion. So the P/E was 16.75. Assuming earnings of US$3.3M from 9x SPPs in Year 5, this implies a market cap of US$55.3M for Solar Power Plants Co., Ltd (Cambodia). Post-IPO, the next liquidity event will likely be a trade sale at a premium to market. Targets include conglomerates like YTL (http://www.ytl.com.my/), with power and utility interests. In addition, we are very bullish on the prospects for Cambodian real estate, specifically in Phnom Penh. In terms of site selection, we are aiming for semi-prime suburban land that has capital appreciation upside. This means that we are also land banking for future property development. For instance, it may make commercial sense to redevelop an SPP site into a shopping mall, whilst re-locating the SPP to the roof. Hence, allowing Solar Power Plants Co., Ltd to also play the real estate game. This capital gain on Net Tangible Assets will strengthen our balance sheet. Again, YTL is an especially appropriate acquirer because they are also property developers and can unlock further asset value accordingly. Moreover, we have direct access to their CEO. In terms of investor Exit, our aim is to IPO and/or trade sale within 5 years. Based on both dividend yield and capital gains, 20% IRR is highly achievable.

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8 Funds Sought and Utilization


We are seeking US$6M Series A, which will be used as follows: Build the first Demo 1249kw Solar Power Plant (US$4M) Land acquisition (US$1M) Working capital Professional & Advisory Services The balance US$1M will be used for working capital and professional services. We already have potential Series B investors (i.e. US$15M). The remaining 8x plants will be built out via a combination of equity and debt finance. For this, we intend to tap the International Enterprise (www.iesingapore.gov.sg) International Finance Scheme. Year 1 starts 2012, with our IPO and/or trade sale taking place in Year 5 (i.e. 2017). Please contact Bespoke Ventures at the following co-ordinates: Project Contact: Lim Tiat, LLB (Hons) Solar Developer Email: tiat@bespokeventures.biz Mobile: +65 9028 7888 Skype: TiatLim Website: www.bespokeventures.biz
Disclaimer: This Executive Summary is for information only. Information disclosed herein should be considered proprietary and confidential. This document is the property of Bespoke Ventures Pte Ltd and may not be disclosed, distributed, or reproduced without the express written permission of Bespoke Ventures Pte Ltd. In receiving this Executive Summary, you agree that no part of it must be (i) copied (ii) disclosed to any third party or person without a need to know; or (iii) used for any purpose other than evaluating the Solar Power Plants project. No representation or warranty is made in respect of the accuracy, suitability or fitness of the information provided in this Executive Summary. Interested parties are expected to perform independent due diligence.

Confidential Page 5 Copyright 2012 Bespoke Ventures Pte Ltd

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