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1、July, 2013Change the graph and title (company name)This Information Memorandum (Memorandum) is provided solely for use by recipients (Recipients) in considering their interest in acquiring shares in House of Amber Invest Holdings (the Company). The information contained in this Memorandum is selecti

2、ve and is subject to updating, expansion, revision and amendment. It does not purport to contain all the information that Recipients may require. No obligation is accepted to provide Recipients with access to any additional information, or to update, expand, revise or amend the information, or to co

3、rrect any inaccuracies which may e apparent. Recipients should conduct their own investigation and analysis of the Company and of the information contained in this Memorandum and are advised to seek their own professional advice on the legal, financial, taxation and other consequences of acquiring s

4、hares in the Company. Neither the Company, nor KPMG Corporate Finance, nor affiliated partnerships or bodies corporate, nor the directors, shareholders, managers, partners, employees or agents of any of them, has verified any of the information contained herein, and no such party, entity or person m

5、akes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information contained in the Memorandum. All such parties, entities and persons expressly disclaim any and all liability for, or based on, or relating to any such information contained

6、in, or errors in or omissions from, this Memorandum or based on or relating to the Recipients use of the Memorandum.This Memorandum includes certain statements, estimates and projections with respect to the anticipated future performance of the Company and as to the market for the Companys products.

7、 Such statements, estimates and projections reflect various assumptions made by the Shareholders and by the management of the Company concerning anticipated results, which assumptions may or may not prove to be correct. No representation is made as to the accuracy of such statements, estimates and p

8、rojections. The opportunity to which this document relates is available only to persons falling within one of the categories above and the controlled investment or controlled activity (within the meaning of the Financial Services and Markets Act 2000) to which it relates is available only to such pe

9、rsons. Persons of any other description should not make any use of, rely on nor act upon this document. This Memorandum is confidential being for use only by the persons to whom it is issued and who have signed the required form of confidentiality agreement. This Memorandum may not be copied or dist

10、ributed by the recipient to third parties (other than in confidence to the recipients professional advisers for the purpose of giving the recipient advice). In the event that the recipient does not continue with his interest in the Company, this Memorandum must be returned to KPMG Corporate Finance.

11、 Recipients of this Memorandum shall not be deemed to be clients of KPMG Corporate Finance and KPMG Corporate Finance shall accordingly not be responsible to such recipients for providing the protections afforded to clients of KPMG Corporate Finance or for providing advice in relation to any transac

12、tion or arrangement referred to herein. KPMG Corporate Finance is a division of KPMG LLP which is authorized and regulated by the Financial Services Authority for investment business activities. In no circumstances may Recipients or their officers, employees, agents and professional advisers make co

13、ntact with the management, employees, customers, agents or suppliers of the Company until permission to do so is given in writing by KPMG Corporate Finance. IMPORTANT NOTICEChange the company and project nameGlossaryHOAHouse of AmberHOA ApSHouse of Amber ApSHOA NABNordic Amber Beijing Ltd.HOA ExcelE

14、xcel Zone Limited IFUIndustrialization Fund for Development in DenmarkEBITDAEarnings before Interest, Taxes, Depreciation & AmortizationEBITEarnings before Interest and TaxeschangeContents PageTransaction backgroundOverviewIndicative transaction structureExecutive summaryOverview of investment oppor

15、tunityFinancial highlightsDenmark market performanceChina market performanceJewellery IndustryIndustry overviewJewellery industry maturity stagesCustomer behaviourThe CompanyBusiness overviewShareholder structureBrand & historyValue chainsProducts & designsPurchase & supplySupply chain analysisCusto

16、mer base and geographic locationsShops presentManagement teamSWOT analysis and competitive landscapeAmber market potentials in ChinaGrowth plan & Business strategyTransaction BackgroundOverviewHouse of Amber, Scandinavias leading amber designer & distributor with 80 years of heritage was founded by

17、Einer Fehrn in 1933 based on his vivacious interest in amber. 80% share of equity has been held by a PE fund since May 2007, and a Chinese private investor, through its Cyprus Investment Vehicle, Ayava Limited, holds the other 20% of equity since December, 2012. Shareholders currently intend to cond

18、uct 100% trade sale as a path of strategic exit, while the key management will stay for the business operation post-deal to smooth transition and ensure continuous development. Given the future growth will largely come from China, the shareholders would like to get in touch with investors with stron

19、g stance and experience in conducting business in China but with international management expertise.Transaction BackgroundTransaction structureThe proposed trade sale exercise of the holding company (House of Amber Holding A/S ) ,which owns majority control of House of Amber ApS and Excel Zone Limit

20、ed, would be conducted.House of Amber ApS is a Danish private limited liability company and 100% owned subsidiary of the Client. Excel Zone Limited is a limited liability company incorporated in Hong Kong through which the Client also owns 100% of all the HK and China Mainland stores.Based on inform

21、ation contained in this Memorandum, Interested Parties are invited to submit an indicative offer, in writing, to KPMG Corporate Finance. The interested investors should clearly indicate in their offer the enterprise value on a cash free/bank debt free basis, and any other relevant transaction forms.

22、Executive SummaryExecutive SummaryOverview of investment opportunityOverview of investment opportunityOne of the specialist design and distribution company of high value amber jewellery in the world since 1933Scandinavias leading amber brand which designs and sells remarkable selection of first clas

23、s exclusive amber jewellery combined with gold, silver and diamonds3 exclusive shops in Copenhagen, Denmark, with a well-known and respected state-supported amber museum36 directly-owned shops have been opened in China targeting towards the upper middle class, and a further 70 shop-in-shops are sche

24、duled to open during next three yearsContinuously maintain high growth speed in China by not merely opening new stores, but developing outstanding brand identity through social interaction, media and other public activities Perceived 100% as high-end foreign brand and European design and craftsmansh

25、ip100% self-owned store with no franchise, which guarantees the product quality and customer serviceFinancial HightlightsHOA presents a strong financial performance during the past three years with an increasing growth record. The combined revenue of both Denmark and China markets is expected to abo

26、ve CNY 108 million in 2013. HOA brand has landed in China since the end of 2008. Till now, sales in Denmark still contribute a big portion of total turnover. However, as the China market gradually buy into the brand and the Amber consumption es mature, sales in China has surged with great potentials

27、, which is estimated to achieve above 40% of the total sales in 2013. Source: audit reports and management forecastsExecutive SummaryDenmark Performance OverviewHOA ApS shows sustainable strong performance in the Danish market. It maintains a fast growth after recovering from the 2008 global recessi

28、on, and the financial margins have been continuously improving during the past three years. Because of its inherent Danish brand heritage, HOA has stable customer base, composed of foreign tourists and the locals.Given that a direct airline route between Shanghai and Copenhagen is launched in 2012,

29、more tourists will spend their holidays in Copenhagen and increase HOAs target customer base. The sales in Denmark has been proven to grow stably in 2013 as sales and profit figures of the first 6 months of 2013 are well above budget, and the total revenue in Denmark market is expected to reach abov

30、e CNY 60 million in 2013. . Executive SummaryFinancial highlightsSource:HOA ApS Audited Reports and 2013 BudgetChina Performance OverviewSource: HOA NAB Management Account & 2013 BudgetNote: Apply DKK:CNY = 1.1134 and DKK:HKD = 1.38 for simplicityExecutive SummaryFinancial highlightsSince the 1st sh

31、op opened in 2008, HOA has covered a wide range of in the Great China area. Currently, it operates 32 self-owned shops (including 1 shop in HK), and there is additional 14 stores in 2013 pipeline. Targeting at the Great Chinas tremendous potentials for jewellery and luxury goods purchase, HOA has ex

32、panded its market shares rapidly during the past three years. The revenue has been tripled, exceeding CNY 25.8 million by the end of 2012.2013 revenue generated from the Great China area is expected to reach CNY 48 million, nearly double of previous years sales. The first 6 months of 2013 has seen t

33、he sales figure 18% higher than the budget. But due to rapid store opens and promotions, China profitability is relatively low comparing the Denmark. Therefore, there is a big room for profit improvement once the economy of scale is reached. Initial Stage Lung Cancer CAD System IndustryChinese growi

34、ng appetite for luxury goodsMainland China ranked Top 5 globally in terms of luxury purchases, while Greater China (including Hong Kong and Macau) already ranked No.3 , according to Bain & Cos market research on China luxury market. Total luxury spend by mainland Chinese reached RMB 212 billion in 2

35、010.Meanwhile, it is also noted that global luxury brands have marched into tier 2/3 cities like Chengdu, Guangzhou and Hangzhou, in order to grab the market share in China. More than 60% of the luxury purchase increase from tier 2/3 cities like Zhuhai, Shaoxing and Wuxi in 2008/09 period. Great pot

36、entials of Jewellery retailing in ChinaAccording to Frost & Sullivans report, as of 2010, jewellery market in the PRC was the second largest in the world with total retail sales value of CNY 363 billion, closely behind the United States. Among of which, CNY 103 billion was contributed from Gem-set j

37、ewellery sales.Contrast with 18.4% growth rate in the total retail of social consumables in the PRC, the category of jewellery increased 46.0%, the highest growth among all consumption categories in 2010. The opening up of jewellery business driven by Chinese growing appetite will bring to HOA a new

38、 point of profit growth, and generate more satisfactory returns for the shareholders. Moreover, existing levels of jewellery penetration are relatively higher than other connoisseurship luxury (except fine wine) in the PRC, with insignificant difference between tier I and tier II cities , according

39、to KPMG study. Female is considered the loyal customer base for jewellery purchase, with the highest 72% penetration on average.Initial Stage Lung Cancer CAD System Industry Industry Overview-Present Situation of Cancers in ChinaRetail value of jewellery market in the PRCSource: “Luxury experiences

40、in China, KPMG Consumer Markets Study”, June 20111Source:Froost & Sullivans report, 2011Chinese growing appetite for luxury goodsMainland China ranked Top 5 globally in terms of luxury purchases, while Greater China (including Hong Kong and Macau) already ranked No.3 , according to Bain & Cos market

41、 research on China luxury market. Total luxury spend by mainland Chinese reached RMB 212 billion in 2010.Meanwhile, it is also noted that global luxury brands have marched into tier 2/3 cities like Chengdu, Guangzhou and Hangzhou, in order to grab the market share in China. More than 60% of the luxu

42、ry purchase increase from tier 2/3 cities like Zhuhai, Shaoxing and Wuxi in 2008/09 period. Great potentials of Jewellery retailing in ChinaAccording to Frost & Sullivans report, as of 2010, jewellery market in the PRC was the second largest in the world with total retail sales value of CNY 363 bill

43、ion, closely behind the United States. Among of which, CNY 103 billion was contributed from Gem-set jewellery sales.Contrast with 18.4% growth rate in the total retail of social consumables in the PRC, the category of jewellery increased 46.0%, the highest growth among all consumption categories in

44、2010. The opening up of jewellery business driven by Chinese growing appetite will bring to HOA a new point of profit growth, and generate more satisfactory returns for the shareholders. Moreover, existing levels of jewellery penetration are relatively higher than other connoisseurship luxury (excep

45、t fine wine) in the PRC, with insignificant difference between tier I and tier II cities , according to KPMG study. Female is considered the loyal customer base for jewellery purchase, with the highest 72% penetration on average.Initial Stage Lung Cancer CAD System Industry Industry Overview-Polluti

46、ons and unhealthy habits factorsRetail value of jewellery market in the PRCSource: “Luxury experiences in China, KPMG Consumer Markets Study”, June 20111Source:Froost & Sullivans report, 2011Chinese growing appetite for luxury goodsMainland China ranked Top 5 globally in terms of luxury purchases, w

47、hile Greater China (including Hong Kong and Macau) already ranked No.3 , according to Bain & Cos market research on China luxury market. Total luxury spend by mainland Chinese reached RMB 212 billion in 2010.Meanwhile, it is also noted that global luxury brands have marched into tier 2/3 cities like

48、 Chengdu, Guangzhou and Hangzhou, in order to grab the market share in China. More than 60% of the luxury purchase increase from tier 2/3 cities like Zhuhai, Shaoxing and Wuxi in 2008/09 period. Great potentials of Jewellery retailing in ChinaAccording to Frost & Sullivans report, as of 2010, jewell

49、ery market in the PRC was the second largest in the world with total retail sales value of CNY 363 billion, closely behind the United States. Among of which, CNY 103 billion was contributed from Gem-set jewellery sales.Contrast with 18.4% growth rate in the total retail of social consumables in the

50、PRC, the category of jewellery increased 46.0%, the highest growth among all consumption categories in 2010. The opening up of jewellery business driven by Chinese growing appetite will bring to HOA a new point of profit growth, and generate more satisfactory returns for the shareholders. Moreover,

51、existing levels of jewellery penetration are relatively higher than other connoisseurship luxury (except fine wine) in the PRC, with insignificant difference between tier I and tier II cities , according to KPMG study. Female is considered the loyal customer base for jewellery purchase, with the hig

52、hest 72% penetration on average.Initial Stage Lung Cancer CAD System Industry Industry Overview- Customer Behaviour Retail value of jewellery market in the PRCSource: “Luxury experiences in China, KPMG Consumer Markets Study”, June 20111Source:Froost & Sullivans report, 2011Sustainable economic pros

53、perity in ChinaChina has experienced significant growth along with the practice of economic liberalization since 1970s. With a population reaching 1.4 billion and a sustainable GDP growth of 9.9% from 1978 to 2011, China is one of the largest fast-growing consumer markets in the world.According to t

54、he 12th Five Year Plan, the PRC government has a strong focus in developing the 2nd and 3rd tier cities to reach an even distribution of e. As indicated, cities other than 1st tier contributed for approximately 87.2% of PRCs total GDP in 2010, and are expected to demonstrate an average CAGR of 13.7%

55、 from 2010 to 2015.Initial Stage Lung Cancer CAD System IndustryIndustry Overview-China CAD market China nominal GDP by city tier (CNY billion)China retail sales of consumer goods (CNY billion)Source:Luxury experiences in China, KPMG Consumer Markets Study, June 2011Strong consumption capability in

56、line with the Chinese growing affluence, but relatively low personal consumption of jewelleryGrowth in the PRC economy has continued to stimulate domestic consumption. Rising spending power, coupled with the pursue of high quality product has resulted in Mainland consumers increasing purchases.Evide

57、nce from China National Bureau of Statistics shows that the total annual retail of social consumables in China reached to CNY 22,608 billion in 2010, representing a CAGR of 19.7% since 2006. The affluent group in Mainland China is emerging continuously, but the consumption of jewellery still remains

58、 low. Personal consumption of jewellery has just emerged in China recent years, and Chinese have started direct experience of luxury with rational purchase traits. Jewellery will e another consumption hotspot for citizens in Mainland China.Source:Froost & Sullivans report, 2011Source:Froost & Sulliv

59、ans report, 2011More information requiredChinese growing appetite for luxury goodsMainland China ranked Top 5 globally in terms of luxury purchases, while Greater China (including Hong Kong and Macau) already ranked No.3 , according to Bain & Cos market research on China luxury market. Total luxury

60、spend by mainland Chinese reached RMB 212 billion in 2010.Meanwhile, it is also noted that global luxury brands have marched into tier 2/3 cities like Chengdu, Guangzhou and Hangzhou, in order to grab the market share in China. More than 60% of the luxury purchase increase from tier 2/3 cities like