IPO OF JYG AUSTRALIA LTD

Lead Manager

January 2018

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“JYG Australia aims to be the leading professional services firm in

Australia focusing on Asian inbound capital. Taking a multidisciplinary

approach, JYG Australia advises on transactions for Asian investors by

providing them with high-quality accounting, legal and financial services.

As part of its growth strategy, JYG Australia plans to incorporate deal

origination capabilities.”

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Offer

Shares on issue Pre IPO 65,408,163

IPO Shares issued: 17,000,000

Subscription price: $0.20

Capital Raising amount: $3,400,000

Shares Issued to Vendors at IPO: 2,500,000

Post capital raise shares on issue: 84,908,163

Market Capitalisation @ 20c per share: $16,981,633

IPO-Capital Raising

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• The first “TST” entity (TST Accountancy Pty

Ltd) was established in 1988. The entity

provided professional and taxation services to

Melbourne’s growing Asian migrant community

– primarily from Hong Kong and south-east

Asia.

• In 2012 TST Partners Group transformed into a

multidisciplinary professional services firm with

an increased focus on cross-border,

investment-related business advisory services

through the formation of TST Capital.

• The Company continues to service both SMEs

and UHNWI clients with many second and third

generation Australian clients.

• The Company’s multidisciplinary model

maximises the value of each client.

• In 2016 Shanghai-based private equity firm,

Jingyi Group Co Ltd committed to a $5mAUD

strategic investment and a further $1mAUD to

be raised from private investors.

• TST Partners Group Pty Ltd is a wholly owned

subsidiary of JYG Australia Ltd.

• The Company will undertake acquisitions of

complementary practices to enhance size,

expand its Asian presence and enter new

business segments.

Introduction

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Pro-Forma Consolidated Statement of Profit or Loss

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PRE-IPO & IPO Acquisitions

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Vendor Purchasing entity Asset descriptionAcquisition

costStatus

Completion date

TST Partners Pty Ltd TST Partners Accountants Pty Ltd Business goodwill & assets Scrip for scrip Completed 1/09/2017

Connect Audit & Assurance Pty Ltd TST Audit & Assurance Pty Ltd Business goodwill & assets $800,000 Contract IPO

Linxcorp Australia Pty Ltd TST Partners Accountants Pty Ltd Business goodwill & assets $200,000 Contract IPO

Baltazar & Ren Accounting TST Partners Accountants Pty Ltd Business goodwill & assets $1,500,000 Contract IPO

SJ Accounting Services TST Partners Accountants Pty Ltd Business goodwill & assets $300,000 Contract IPO

Rose Lawyers and Conveyancers TST Partners Lawyers Business goodwill & assets $500,000 Contract IPO

Group Entities

^ All subsidiaries will be wholly owned by TST Partners Group, except

for TST Asset Management Pty Ltd where it will hold 51%.

* Acquisition prior to or upon IPO

# Upon completion of consolidation transactions

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Organisation Chart

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Service Model

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Board of Directors &

Company Secretary

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Francis Gu has been the Managing Director of the TST Partners

Group of entities since 2009. He has over 14 years’ experience in

the Australian accounting and finance industry. Prior to this, he was

employed worked with a boutique corporate finance firm working

with Australia’s major financial institutions. Mr Gu has been

instrumental in transitioning the group from a suburban accounting

firm to a multidisciplinary professional services group.

He holds a Bachelor of Commerce majoring in Finance from the

University of Melbourne and is a Member of the Institute of Public

Accountants.

Francis Lee Gu

Wai Liam Ng

Wai Liam Ng has been advising international and Chinese companies in

Hong Kong and China for the past decade. Before that, he worked for a

number of Hong Kong publicly-listed companies and Western

multinationals in the Greater China region.

Mr Ng has served as Non-Executive Director of Stanfield Funds

Management Ltd (now Swift Networks Group Limited (ASX: SW1)) and

Mariner Corporation Ltd (ASX: MCX).

Mr Ng was educated in Australia and holds two degrees from Monash

University, one in Engineering and the other in Business Information

Systems. He speaks English, Cantonese, Mandarin, Malay and

Indonesian.

Managing Director/

Chief Executive Director

David Turnbull has over 40 years’ experience in the legal and financial

services sectors including roles:

• as corporate counsel for the Australian Industry Development

Corporation;

• in investment banking at Elders Finance Group Ltd ; and

• in consultancy at Corrs Chambers Westgarth.

His financial services experience includes preparing applications for

Australian financial services licences and compliance programs, and

acting for foreign financial service providers.

Mr Turnbull is also experienced in private placements of securities,

setting up wholesale and registered managed investment schemes and

general corporate and commercial work.

He holds a Bachelor of Jurisprudence and a Bachelor of Laws from

Monash University and is a barrister and solicitor of the Supreme Court

of Victoria.

David Bryson Turnbull

Non-Executive Director

& Chairman

Non-Executive Director

Rod North has 25 years’ financial services experience. He is the

founder and Managing Director of investor relations and public

relations firm, Bourse Communications. Mr North features regularly

as a business and investment commentator on numerous radio and

TV programs.

He contributes quarterly to the ASX Investor Newsletter and his

three books, include the bestselling, Understanding the Investment

Clock – Your Road to Recovery.

He is currently a Non-Executive Director of iBosses Corporation

Limited (ASX: IB8) and Cosas United Limited.

Mr North is a Fellow of FINSIA and a Fellow of the Australian

Institute of Company Directors.

Rod James North

Non-Executive Director

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Chao Ding is an experienced banking and finance professional, having held senior executive

positions with major Chinese investment banks. Most recently, he headed an international

investment research and analysis division for the Bank of China International Holdings Limited.

Mr Ding has also held senior positions with Changjiang Pension Insurance Co. Ltd, which

manages over $600RMB billion of superannuation funds.

Mr Ding graduated from Federation University Australia with a Bachelor of Business and

Commerce.Chao Ding

Non-Executive Director

Justyn Stedwell

Justyn has over 10 years’ experience as a company secretary for ASX listed companies across a

broad range of industries including the IT and telecommunications, biotechnology, agriculture, and

mining and exploration sectors. He is currently the company secretary of several ASX listed companies

including TBG Diagnostics Limited (ASX:TDL), Imugene Limited (ASX:IMU), Lifespot Health Limited

(ASX:LSH), Golden Mile Resources Limited (ASX:G88), Wonhe Multimedia Commerce Limited

(ASX:WMC) and Broo Limited (ASX:BEE).

Mr Stedwell’s extensive education includes:

• Bachelor of Business and Commerce (Management and Economics) from Monash University;

• Graduate Diploma of Accounting from Deakin University;

• Graduate Diploma of Applied Corporate Governance from Governance Institute of Australia; and

• Graduate Certificate of Applied Finance from Kaplan Professional.

As at the Prospectus Date, Francis Gu is the company secretary of the Company. From Listing, the

company secretary of the Company will be Justyn Stedwell.

Company Secretary

(from Listing)

JS

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Management Team

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Peter Ng heads TST Lawyers’ property and conveyancing division,

specialising in property, commercial, and estate planning matters. Mr Ng

has personal and professional connections across a wide network of real

estate agents, finance brokers, bankers and financial planners, and services

clients locally and across greater Southeast Asia.

Before practising law, Mr Ng was an investment banker and associate

director of a boutique private equity firm, Transocean Securities Pty Ltd

specialising in advising emerging mining

and renewables companies. Mr Ng holds:

• Bachelor of Economics;

• Master of Business Administration;

• Master of Law; and

• Graduate Diploma in Legal Practice.

PrincipalTST Partners Lawyers

Peter Ng

DirectorTST Finance

Annie Lim has held local and international management roles in finance

and property. She holds management consulting roles with the

international property marketing firm, My Property Global as

well as other developers and real estate firms.

Ms Lim began her career as an information analyst in Singapore before

joining American International Assurance. She was Singapore’s first

accredited mortgage consultant and opened its first mortgage consulting

firm, Global Creatif Financial. She continues as a management consultant

with the Mortgage and Finance Association of Singapore. Annie is also a

Certified Mentor with Mortgage and Finance Association of Australia.

Ms Lim holds a Bachelor of Economics from Monash University. She is a

Certified Financial Planner, and is a licensed real estate agent and finance

broker.

George Josephides has over 25 years’ experience in a variety of

Melbourne-based law firms. He has worked closely with businesses

and governments, providing legal advice in:

• corporate and commercial law;

• mergers and acquisitions;

• leasing;

• joint ventures; and

• international contracts for corporate clients.

Mr Josephides holds a Bachelor of Laws from the University of

Melbourne, and is the current joint Chairman of the Business Law

Specialist Group in association with the Law Institute of Victoria.

George Josephides

DirectorTST Partners Lawyers

Annie Lim

Karl O’ShaughnessyDirector

TST Asset Management

Karl O’Shaughnessy has over 30 years’ experience in financial

markets, spanning the global banking and hedge fund industries. His

extensive trading experience and senior management roles includes

Head of Foreign Exchange at NAB. Mr O’Shaughnessy has worked

for:

• Australian Bank Ltd;

• Elders Merchant Finance;

• National Mutual Royal Bank;

• Dresdner Bank; and

• National Australia Bank (NAB).

Since 1998, Karl has been a significant contributor to the Australian

hedge fund and superannuation community through his executive roles

with National Custodial Services, Kaiser Trading Group Pty

Ltd ACN 088 284 388 which had peak assets under management of

US$ 2.2 billion and Southbank Trading. Mr O’Shaughnessy’s dynamic

financial career has been characterised by strong business

acumen and a talent for strategic innovation.

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Erwin Abbinga

Acting Chief Financial Officer/Director of TST Capital

Erwin Abbinga has over 30 years’ experience in business advisory and tax, and is a Fellow of the CPA

Australia. He has been a CEO, CFO and COO, as well as held Board positions at various private and

public companies. In 2014, he co-authored and was one of

the presenters of an Australia-wide lecture series with PwC, JB Were and Clayton Utz, advising

accountants and advisors on succession planning, business diagnostics and vendor due diligence.

He has been a principal or director of companies in the following industries:

• accounting;

• financial services;

• HVAC manufacturing;

• business valuation;

• renewable energy;

• human resources; and

• information technology

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Eddie Li founded TST Accountancy Pty Ltd in 1988, the forerunner of TST Accountants. He has

over 35 years’ experience as an accountant and tax expert in Australia. Before establishing TST

Accountants he held positions with the Australian Taxation Office and KPMG Australia.

Mr Li continues to serve his clients with technical taxation and accounting advice as well as leading

the practices’ technical publications and seminars.

Mr Li has been a member of CPA Australia since 1984 and a Fellow of the Taxation Institute of

Australia. He holds a Bachelor of Commerce (Accounting) from the University of Melbourne.Principal Consultant of

TST Accountants

ELEddie Li

Group Growth Strategy

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DOMESTIC INTERNATIONAL

Target Clientele:

- High net wealth / family offices

- SME

- Large private companies

- Micro-cap ASX listed companies

- Foreign corporations

- High net wealth individuals

- Family offices looking to or have investments in

Australian assets / businesses

Niche Demographic: High net wealth ethnic Chinese Australian

residents

Ethnic Chinese clients residing in south-east Asia and

Greater China regions with Investment / business

interests in Australia

Growth Strategy

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COMPETITIVE ADVANTAGES

Growth Strategy

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Unique Service ModelThe Directors believe that the Company’s CRM differentiates

us from current standard industry practices.

This model is more commonly found in private banking rather

than professional services firms.

Multidisciplinary Business ModelThe Directors believe that the Company’s multidisciplinary

model is providing a distinctive advantage in the SME and

UHNWI segments. While the ‘Big 4’ accounting firms have

begun to adopt similar models, few others offer it. The

Company believes that its application of this model in the SME

and UHNWI segments provides it with a great opportunity,

given these segments are not the target of most current

providers of this model.

Deal and Transaction AdvisoryThe Company’s ability to advise on deals and transactions

between Australia and Asia proactively

generates client opportunities. Through channels across

Asia, including joint venture offices and other professional

networks, the Company promotes transactions that grow our

client and fee base.

Asian PresenceThe Company’s presence in Malaysia, Hong Kong, and

China enable cross-border investments and

business between Asia and Australia.

The Company’s relationships in those locations are deeper

than traditional fee based affiliations as

the Company will co-invest with joint venture parties to

promote Australian investment opportunities

and capital flows. As part of enabling investments, the

Company will offer its suite of professional

services to clients.

IPO AcquisitionsThe following businesses will be acquired.

Growth Strategy

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Accounting and tax

✓ Baltazar & Ren Accounting

This prominent practice located in Box Hill, Melbourne

is very close to the Company’s Box Hill office.

The firm has a large ethnic Chinese client base and

will boost the Company’s service offering to recent

business and investor migrants from China.

✓ SJ Accounting Services

This Glen Waverley practice boasts a strong, growing

client base of Chinese business migrants.

✓ Linxcorp Australia

A business services and tax practice.

Audit and assurance

✓ Connect Audit & Assurance

An audit and assurance firm with a history of

cross-referrals. This acquisition adds to our

multidisciplinary service offer to include statutory

audit, forensic accounting and experts’ report

engagements.

Legal

✓ Rose Lawyers and Conveyancers

This 40-year-old Forest Hill law practice is located

among a growing Asian migrant population and is

an ideal acquisition to capture local clients.

Growth Strategy

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PROPRIETARY SOFTWARE DEVELOPMENT

✓ Clients of professional services businesses expect to conduct business anywhere, anytime and to access

information instantly across multiple devices.

✓ The Company’s accounting practice began developing a cloud-based proprietary practice and CRM software

in 2011.

✓ The system will be redeveloped so it can be used across the Group.

✓ In addition to the CRM and practice management components, the software will also feature:

• Referral management system;

• Client document management system (greater client access to their documents and account);

• Data-mining tools for cross promotional opportunities across the groups client database;

• Facilitate cross border payments via traditional means such as credit cards as well as via new payment

technologies such as ‘Alipay’ and ‘WeChat pay’ which is widely used across Asia; and

• Cloud-based and mobile device friendly – better and secure access for staff and clients.

Growth Strategy

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Organic

Our multidisciplinary model provides a suite of professional services to improve the opportunity to

maximise value of each client.

Launch of asset management business

The Company will launch an asset management business upon TST Asset Management obtaining

an Australian Financial Services Licence. The Company’s planned investment funds services shall

include but not limited to:

• property development;

• private mortgage; and

• equities and fixed income.

TST Asset Management will also offer funds management services to third parties.

Growth Strategy

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Future acquisitions

The Company will continue to look for suitable additional acquisitions in other Australian capital cities

to drive growth and enhance the Company’s multidisciplinary service offering. The Directors believe

that the adoption of:

• a multidisciplinary business model;

• a relationship-management-based service model;

• single enterprise client relationship and workflow management system; and

• single branding and logo.

will enhance the client offerings and efficiencies of potential acquired businesses, improving returns

for the Company.

Growth Strategy

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International expansion

The Company’s plan to expand its presence across Asia (Malaysia, Hong Kong, and China) aims to assist new clients with cross-

border transactions requiring a range advisory services and asset management. Our accounting, legal and finance divisions will

then complete transactions and provide ongoing services.

✓ China

The Company intends to collaborate with Jingyi, a significant Shareholder of the Company, to incorporate a wholly foreign-owned

enterprise in Shanghai as its China headquarters. Client Relationship Managers will promote Australian investment, business and

migration opportunities, and the Company’s suite of professional services in Australia.

✓ Malaysia

The Company has entered into a heads of agreement to form a joint venture with a mid-tier accounting and corporate advisory firm

in Kuala Lumpur. The joint venture will market Australian investment and business opportunities to Malaysian companies that are

considering expanding into Australia.

✓ Hong Kong

The Company has entered into a heads of agreement to form a joint venture with a Hong Kong accounting firm. The joint venture

will market Australian investment and business opportunities, and in future a particular focus on funds managed by TST Asset

Management.

Expansion - South East Asia & China

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Group Level Growth

ESTABLISH ASIAN HEADQUARTERS (SHANGHAI)

TST Partners Group Pty Ltd, has entered into an agreement with Jingyi Group Co Ltd, a major shareholder of JYG

Australia Ltd to provide resources to establish its Asian Headquarters in Shanghai.

The agreement includes the following resources:

• Headquarters offices in the Soho Building located in the exclusive Xin Tian Di District;

• Use of all Jingyi Group’s 48 branch offices across China.

• Access Jingyi’s investor database comprising of over 10,000 high and ultra net wealth investors to market Australian

investment and business opportunities.

• The recruitment of up to 40 finance and investment advisors across China, who will promote Australian investment

opportunities and TST Partners Group Pty Ltd’s services to their investor database across China.

• Conduct capital raising roadshows in various parts of China to promote TST Asset Management Pty Ltd’s funds on a

monthly basis as well as market other investment and business opportunities.

Jingyi Group Co Ltd is a private equity firm based in Shanghai with 48 offices across China and net assets of over AUD

$1b. Subject to a successful IPO on the ASX, the group has committed to an investment of at least $7AUDm in TST

Partners Group by participating in all JYG Australia Ltd.’s fund raising activities.

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Offer

Shares on issue 65,408,163

IPO Shares issued: 17,000,000

Subscription price: $0.20

Capital Raising amount: $3,400,000

Shares Issued to Vendors at IPO: 2,500,000

Post capital raise shares on issue: 84,908,163

Market Capitalisation $16,981,633

IMPORTANT DATES

Prospectus lodged with ASIC:

4 December 2017

Offer open for Applications:

18 December 2017

Offer closes for Applications (Closing Date):

29 January 2018

Expected issue and allotment of Shares:

12 February 2018

Completion of Acquisitions:

Between 2 February 2018 and 15 February 2018

Expected date of quotation of Shares on ASX:

20 February 2018

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JYG Financial Summary & Timetable

Conclusion

✓ Successful multidisciplinary model

✓ Proactive approach to cross selling

✓ Maximises value from each client

✓ Large strategic Chinese partner

✓ Growing Asian network

✓ Successful principals

✓ Experienced management team

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Level 7 333 Collins Street

Melbourne VIC 3000

Contact Beer & Co:

Phone +61 3 9600 3599

Email info@beerandco.com.au

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