EX-99.C.2 3 d47740dex99c2.htm EX-99.C.2 EX-99.C.2

Exhibit (c)-(2)

 

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Project Orchid

Presentation to the Special Committee of the Board of Directors

CORPORATE FINANCE December 1, 2015 FINANCIAL ADVISORY SERVICES

FINANCIAL RESTRUCTURING STRATEGIC CONSULTING

HL.com Draft – for discussion only Confidential


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Project Orchid Table of Contents

Page

Transaction Overview 2

Financial Analysis 8

Appendix 17

Additional Financial Data 18

Disclaimer 25

Draft – for discussion only

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Transaction Overview

Draft – for discussion only


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Transaction Overview

Summary of Selected Transaction Terms1

Parties to the Transaction

Global-Tech Advanced Innovations Inc., a British Virgin Islands corporation (“Global-Tech” or “Company”)

Timely Star Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”)

Timely Merit Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Parent (“Merger Sub”)

The “Rollover Holders”:

Mr. John C.K. Sham (“Mr. Sham” or the “Chairman”)

Wing Shing Holdings Company Limited (“Wing Shing”)

Certain other stockholders of the Company (the “Other Rollover Holders” and collectively with Wing Shing and Mr. Sham, the “Buyer Group”)

Transaction Structure

Merger: Merger Sub to be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Transaction”)

Form of Consideration

Cash Only: each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares, shall be cancelled in exchange for the right to receive US$[8.85] in cash per Share without interest (the “Merger Consideration”)

“Rollover Shares” means all of the issued and outstanding shares held by each of the Rollover Holders

“Dissenting Shares” means the Shares owned by the Dissenting Shareholders

“Excluded Shares” means, collectively, (a) the Rollover Shares and (b) the Shares held by the Company or any of its Subsidiaries (if any)

Certain Closing Conditions

Vote requirements: Subject to the affirmative vote of (i) shareholders representing a majority of common shares and (ii) majority of the common shares voting, excluding the Excluded Shares

Company Termination Fee

US$[ ] million

Parent Termination Fee

US$[ ] million

Source: Draft dated November [9], 2015 of the Agreement and Plan of Merger among Timely Star Limited, Timely Merit Limited and Global-Tech Advanced Innovations Inc. (the “Agreement”) Note:

1. This summary is intended only as an overview of selected terms and is not intended to cover all terms or details of the Transaction; this summary is qualified by the terms and conditions of the Agreement

Draft – for discussion only

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Transaction Overview

Transaction Value Overview

Summary of Proposed Transaction Value

(dollars and shares in millions, except per share values)

Per Share Shares Transaction Security Outstanding1 Consideration2

Common Stock 3.1 $8.85

Implied Values

Implied Common Equity $27.7

Adjustments:

Add: Total Debt3 7.7

Add: Non-controlling Interest4(0.5)

Less: Cash and Cash Equivalents5(35.9)

Implied Enterprise Value($1.0)

Implied Transaction Multiples

Revenues, Net Implied Multiple

LTM 9/30/15 NEG

NFY 2016E NEG

NFY+1 2017E NEG

Implied Premiums to Historical Stock Trading Prices

Announced Date Offer Price

8/3/2015 $8.75 11/20/2015 $8.85

Implied Premium of Per Share Trading Period Closing Transaction Consideration over Prior to Announcement Share Price Average Closing Share Price

1-Day $ 3.00 195.0%

5-Day Average $ 3.08 187.2%

10-Day Average $ 3.28 169.8%

1-Month Average $ 3.31 167.4%

3-Month Average $ 3.42 159.0%

6-Month Average $ 3.65 142.8%

1-Year Average $ 4.53 95.4%

52-Week High (9/22/14) $ 8.80 0.6%

52-Week Low (7/1/15) $ 2.75 221.8%

Source: Company filings; LTM financial per Company filings, NFY and NFY+1 financials per Company management Notes:

1. Based on 3,127,503 outstanding shares as of 11/12/2015, per Company management

2. The Company received an offer by the Company’s chairman on 8/3/2015 at $8.75 per share and a revised offer on 11/20/2015 at $8.85 per share for all the outstanding shares of the Company

3. Total debt refers to short-term bank loans as of 9/30/2015 per unaudited figures provided by Company management

4. Non-controlling interest as of 9/30/2015 per unaudited figures provided by Company management

5. Cash and cash equivalents, time deposits, restricted cash and available-for-sale investment as of 9/30/2015 per unaudited figures provided by Company management

LTM refers to the most recently completed twelve month period for which financial information has been made public, NFY refers to next fiscal year, NFY+1 refers to the year after next fiscal year E refers to Estimated. Draft – for discussion only

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Transaction Overview

Shareholder Structure

Ownership Structure (Shareholder Detail)

Buyer Group Shareholders Shares Held Ownership %

John C.K. Sham 882,375 28.2%

Hui Shun Chi—Mother of John Sham 600,000 19.2%

Jenny Tsai—Wife of John Sham 300,000 9.6%

Estee Sham—Daughter of John Sham 300,000 9.6%

Total Buyer Group Ownership 2,082,375 66.6%

Unaffiliated Shareholders Shares Held Ownership %

Grace & White, Inc. 208,448 6.7%

Neon Liberty Capital Management LLC 94,500 3.0%

Brian Yue (Director) 42,104 1.3%

Renaissance Technologies Corp. 33,600 1.1%

BlackRock, Inc. 27,138 0.9%

Other Unaffiliated Shareholders 639,338 20.4%

Total Unaffiliated Ownership 1,045,128 33.4%

Total Shares Outstanding1 3,127,503 100.0%

Ownership Structure Unaffiliated Shareholders 33.4% Buyer Group 66.6%

Source: Capital IQ, Company filings and Company management Note:

1. Based on 3,127,503 total shares outstanding as of 11/12/2015 per Company management

Draft – for discussion only

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Transaction Overview

Stock Trading History

Share Price & Volume History for Last 3 Years

Closing Stock Price (US$) Daily Volume (MMs) $18.00 9/28/2015 0.60

7/23/2013 Company announced unaudited quarterly 4/8/2013 Company announced FY2013 results; Q4 results, net sales decreased from $24.7mm to $16.00 Company announced large continued to be the weakest quarter every $15.3mm compared with last year; operating decrease in net income and year due to business disruptions related to loss amounted to ($2.4mm) from ($1.2mm) 0.50 significant investment made the Chinese New Year $14.00 to expand CCM business 9/22/2014 Company reported Q1 results for 8/3/2015 FY2015; Net sales increased by 104% $12.00 Mr. Sham and certain of his 0.40 in the electronic components segment controlled or affiliated entities and net loss narrowed to ($0.3mm) submitted a non-binding going from ($1.5mm) in Q1 FY2014 $10.00 private proposal

0.30 Merger Consideration of $8.85 $8.00

$6.00 0.20

12/30/2013

12/15/2014

Company announced $4.00 Company announced Q2 results for closure of the EMS business FY2015; Net sales increased by 76% and net loss narrowed to ($2.2mm) 0.10 $2.00 from ($5.2mm) in Q2 FY2014

$0.00 0.00 11/20/12 05/20/13 11/20/13 05/20/14 11/20/14 05/20/15 11/20/15

Daily Volume Global-Tech Advanced Innovations Inc.

Price & Volume Statistics (Prior to Announcement)

52 Week High (9/22/2014) $8.80 1-Week Avg. Daily Volume 700

52 Week Low (7/1/2015) $2.75 1-Month Avg. Daily Volume 2,890

All Time High (4/8/1998) $86.50 3-Month Avg. Daily Volume 2,860

All Time Low (12/30/2011) $2.68 6-Month Avg. Daily Volume 2,290

Source: Capital IQ, Factiva, Company filings, public information

Note: 6 CCM refers to complementary metal oxide semiconductor (“CMOS”) camera modules; EMS refers Draft to Electronic – for Manufacturing discussion Services only segment of the Company

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Transaction Overview

Relative Stock Performance

Indexed Stock Price Performance for Last 3 Years

Indexed Prices

350% 300% 250% 200%

150% S&P 500 Index: +50.5%

Global-Tech Advanced Innovations: +18.6%

100%

Selected Companies Index1: -23.0%

50%

0%

Global-Tech Advanced Innovations Inc. S&P 500 Index Selected Companies Index

Source: Capital IQ

Notes:

Selected Companies Index includes: APCB Inc. (TSEC:6108), AzureWave Technologies, Inc. (TSEC:3694), Bison Electronics Inc. (GTSM:3659), CammSys Corp. (KOSDAQ:A050110), Creative Sensor Inc. (TSEC:8249), Powerlogics Co., Ltd. (KOSDAQ:A047310), Nanos Co., Ltd. (KOSDAQ:A151910), Haesung Optics Co., Ltd. (KOSDAQ:A076610)

Draft – for discussion only

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Financial Analysis

Draft – for discussion only


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Financial Analysis

Financial Analyses Summary

Implied Per Share Equity Value Reference Range1

$12.00

$11.00

$10.00 $9.57

Merger Consideration

$9.00

Share) of $8.85

$8.00

Per

(US $ $7.00

$6.00 $6.33

$5.00

$4.00

$3.00

Illustrative

Liquidation Analysis Prepared by Company Management

Notes:

[No particular weight was attributed to any individual analysis]

1. Based on 3.1 million shares outstanding as of 11/12/2015 per Company management

Draft – for discussion only

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Financial Analysis

Financial Analyses Summary (cont.)

(shares outstanding and dollars in millions, except per share values)

Illustrative Liquidation Analysis Prepared by Company Management

Implied Total Equity Value Reference Range $19.8 — $29.9 Shares Outstanding 1 3.1 — 3.1 Implied Per Share Reference Range $6.33 — $9.57

Source: Financial items are based on Global-tech’s public filings; Note:

1.Based on 3.1 million total shares outstanding as of 11/12/2015 per Company management

Draft – for discussion only

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Financial Analysis

Selected Historical and Projected Financial Information

(dollars in millions)

Fiscal Year Ended March 31, LTM Ended Fiscal Year Ending March 31, CAGR

2013 2014 2015 9/30/15 2016E 2017E 2018E 2019E 2020E 2015 to 2020E

Revenues, Net $66.8 $62.7 $78.0 $67.8 $78.5 $75.0 $75.0 $75.0 $75.0 -0.8%

Growth % 21.0% -6.2% 24.4% 0.6% -4.5% 0.0% 0.0% 0.0%

Cost of Goods Sold(56.9)(58.0)(74.9)(65.3)(72.1)(68.9)(68.6)(68.6)(68.6)

Gross Profit $10.0 $4.7 $3.2 $2.5 $6.4 $6.2 $6.4 $6.4 $6.4

Margin % 14.9% 7.5% 4.0% 3.6% 8.1% 8.2% 8.5% 8.5% 8.5%

Selling, General & Administrative(12.4)(13.1)(12.4)(11.9)(16.1)(15.9)(15.5)(14.9)(14.9)

Depreciation & Amortization 2.1 2.9 3.8 3.8 3.7 3.7 3.5 3.3 3.3

EBITDA($0.3)($5.6)($5.5)($5.6)($6.0)($6.0)($5.6)($5.2)($5.2) -1.1%

Margin % -0.5% -8.9% -7.1% -8.3% -7.6% -8.1% -7.5% -6.9% -6.9%

Depreciation & Amortization(2.1)(2.9)(3.8)(3.8)(3.7)(3.7)(3.5)(3.3)(3.3)

EBIT($2.4)($8.5)($9.3)($9.4)($9.7)($9.7)($9.1)($8.5)($8.5) -1.7%

Margin % -3.6% -13.5% -11.9% -13.9% -12.4% -12.9% -12.1% -11.3% -11.3%

Additional Financial Information

Capital Expenditures $6.8 $6.0 $1.5 $1.5 $3.0 $0.2 $0.2 $0.2 $0.2

Net Working Capital $3.2 $4.4 $1.9 $2.2($3.6)($3.7)($3.7)($3.7)($3.7)

Change in Net Working Capital($1.2) $2.5 $5.5 $0.0 $0.0 $0.0($0.0)

Source: Public filings, Capital IQ, Company management Notes: CAGR refers to Compound Annual Growth Rate

EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, adjusted for certain non-recurring items EBIT refers to Earnings Before Interest and Taxes, adjusted for certain non-recurring items E refers to Estimated LTM refers to the most recently completed twelve month period for which financial information has been made public

Historical financials exclude the results of discontinued operations Draft – for discussion only 11


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Financial Analysis

History of Strategic Challenges

The Company has made numerous strategic efforts over the past three to four years to improve business prospects through new product offerings, none of which have resulted in a turnaround of financial performance ? In January 2012, the Company shuttered its home appliance segment due to the high cost of labor and the increasing trend of businesses migrating manufacturing capacity out of China to lower cost regions (e.g. Vietnam, Cambodia, etc.). For the year ended March 31, 2012, the Company’s revenue from this segment was $53.9mm, and net margin was 2.6% ? In December 2013, the Company shuttered its EMS segment. Due to competition and the economic clout of the customers, pricing deteriorated in fiscal 2012 and fiscal 2013, whereas beforehand pricing was sufficient to justify the investment in the business. Labor and utility costs began to increase by 15% to 20% per annum, and constant labor turnover caused productivity issues to the extent that assembly losses exceeded any contribution from the segment. With no opportunity to raise prices, the Company decided to shut down the operation to reduce losses. Net margin decreased from 5.7% to -1.8% from FY2013 to FY2014, on revenue of $65.2mm and

$60.6mm in FY2013 and FY2014, respectively

The Company has recently began to development camera modules for medical instrument usage, but have found that gaining acceptance and entry into the Chinese hospital clients is challenging, taking between six months to one year of relationship development before hospital will consider committing to a product

Timeline of Three Recent Strategic Failures: Home Appliance, EMS & Medical Instrument Business

Started to develop a medical Made significant Received Chinese FDA instrument business primarily for investment to expand certification for two the PRC domestic market camera module business medical instruments

FY2012 FY2014

In December 2013, Medical instrument In January 2012, closed announced closure of business has been down home appliance electronic manufacturing slower to develop than segment services segment originally projected

Source: Company management and filings

Draft – for discussion only

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Financial Analysis

Cash Burn Analysis

As of September 30, 2015, the Company had approximately US$35.9 million in cash and cash equivalents and US$7.7 million in debt Based on historical quarterly cash burn for the past three years of US$1.3 million per quarter or US$0.450 per month the Company would run out of cash in approximately six to seven years (without paying down existing debt) Company management projects approximate cash burn of US$0.350 per month in their financial projections, which implies eight to nine years before the Company runs out of cash (without paying down existing debt)

(dollar in millions)

Company Operating Cash Flow

Category FY2011 FY2012 FY2013 FY2014 YTD FY2015

Operating Cash Flow($10.0) $13.4 $9.9($5.7)($0.1)

Investing Cash Flow 6.81 0.81(5.3)(17.1)(1.8)

Financing Cash Flow(2.2) 6.5(12.1) 13.2(6.3)

Net Increase (Decrease) In Cash2($5.6) $20.63($7.4)($9.6)($8.3)

Source: Company filings, Company management Note:

1. Positive investing cash flow due to large proceeds from disposal of available-for-sale investments

2. Includes effect of foreign exchange rate changes on cash

3. Driven by $19.5 million cash provided by operating activities of discontinued operations and Draft $15.4 million – for receipt discussion of restricted cash only

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Financial Analysis

Illustrative Liquidation Analysis as Prepared by Company Management

(In thousands, except per share figures)

Balance Sheet as of

September 30, 2015 Liquidation Value

US$ ‘000 Recoverability Estimate US$ ‘000

Pct.% Sub Total Low High Sub (Low) Total (Low) Sub (High) Total (High)

Assets

Current Assets:

Cash & Bank Balances $35,889 $35,889 $35,889

Offshore 49% $17,670 100% 100% $17,670 $17,670

Onshore 51% $18,219 100% 100% $18,219 $18,219

A/C Receivable—Trade $18,725 $7,450 $11,195

Within 90 Days 98% $18,320 40% 60% $7,328 $10,992

91—120 Days 2% $405 30% 50% $122 $203

120—150 Days 0% $0 0% 0% $0 $0

Over 150 days 0% $0 0% 0% $0 $0

Bills Receivable $7,957 $7,957 $7,957

Within 90 Days 89% $7,117 100% 100% $7,117 $7,117

91—180 Days 4% $840 100% 100% $840 $840

181—365 Days 0% $0 0% 0% $0 $0

Over 1 year 0% $0 0% 0% $0 $0

Interest Receivable $39 $39 $39

Within 90 Days 51% $20 100% 100% $20 $20

91—180 Days 0% $0 0% 0% $0 $0

181—365 Days 49% $19 100% 100% $19 $19

Over 1 year 0% $0 0% 0% $0 $0

Deposits & Prepayments & Other Receivable $1,727 $1,019 $1,364

Within 90 Days 85% $1,468 60% 80% $881 $1,174

91—180 Days 10% $173 55% 75% $95 $130

181—365 Days 5% $86 50% 70% $43 $60

Over 1 year 0% $0 0% 0% $0 $0

Temporary Payment $1,388 20% 50% $278 $694

Inventory $6,697 30% 40% $2,009 $2,679

Deferred Tax Assets $11 0% 0% $0 $0

Amount due from Related Parties $15 100% 100% $15 $15

Current Assets $72,449 $54,656 $59,832

Non-Current Assets:

Property, Plant and Equipment, Net $24,762 $9,446 $14,901

Property under Development 7% $1,236 0% 30% $0 $371

Land Use Right (China) 14% $2,711 0% 0% $0 $0

Land & Building 57% $10,706 88% 128% $9,423 $13,710

Plant & Machinery 41% $7,746 0% 10% $0 $775

Moulds 2% $421 0% 0% $0 $0

Furniture & Fixtures 9% $1,637 0% 0% $0 $0

Office Equipment 0% $24 0% 0% $0 $0

Computer Equipment 1% $190 0% 0% $0 $0

Motor Car & Yacht 0% $91 25% 50% $23 $45

Non-Current Assets $24,762 $9,446 $14,901

Total Assets $97,211 $64,101 $74,733

Management Rationale for Recoverability Estimate

All outstanding cash balances are assumed to be fully recoverable Held in US accounts and easily remitted Held in Hong Kong accounts and easilly remitted

Historical bad debt reserve is less than 0.5% of sales, but increasing non-collectible trade accounts receivable is anticipated due to potential supply and business interruption issues with customers. Only some of the accounts receivable are backed by bank guarantee All outstanding balances are assumed to be fully recoverable Bank’s acceptance bill receivable is guaranteed by bank

Interest receivable from bank deposits is assumed to be fully recoverable

Except for the VAT receivable, the remaining prepaid expenses could not be refunded

90% of temporary payment is rental receivable from COM tenant

Rental deposits paid to related company are assumed to be 100% recoverable

Property in Dongguan faced structural problems, with property certificate unissued Expects no recovery upon liquidation since the LUR is for industrial purposes only Refers to Hong Kong office, Shenzhen office and Dongguan factory Expects limited recovery given resale value Expects no recovery given manufactured for specific customers Expects no recovery Expects no recovery Expects no recovery given outdated desktop computers and servers

Note: Analysis per Company management Draft – for discussion only

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Financial Analysis

Illustrative Liquidation Analysis as Prepared by Company Management (cont.)

(In thousands, except per share figures)

Balance Sheet as of

September 30, 2015 Liquidation Value

US$ ‘000 Recoverability Estimate US$ ‘000

Pct.% Sub Total Low High Sub (Low) Total (Low) Sub (High) Total (High)

Liabilities & Shareholders’ Equity

Liabilities

A/C Payable—Trade $14,693 $14,693 $14,693

Within 90 Days 89% $13,026 100% 100% $13,026 $13,026

91—120 Days 8% $1,495 100% 100% $1,495 $1,495

> 120 Days 1% $172 100% 100% $172 $172

Bills Payable & Trust Receipt $4,939 $4,939 $4,939

Within 90 Days 30% $4,368 100% 100% $4,368 $4,368

91—120 Days 2% $373 100% 100% $373 $373

> 120 Days 1% $198 100% 100% $198 $198

Short Term Loans $7,720 100% 100% $7,720 $7,720

Provisions & Accruals, Other Payable $8,948 100% 100% $8,948 $8,948

Provision for Taxation $4,250 100% 100% $4,250 $4,250

Deferred Taxation $8 0% 0% $0 $0

Temporary Receipt $1,499 100% 100% $1,499 $1,499

Total Liabilities $42,057 $42,049 $42,049

Shareholder’s Equity

Share Capital $129 0% 0% $0 $0

Treasury Stock($4,663) 0% 0% $0 $0

Share Premium $85,108 0% 0% $0 $0

Revaluation Reserve $1,328 0% 0% $0 $0

Retained Earnings($36,214) 0% 0% $0 $0

Other Comprehensive Income $9,932 0% 0% $0 $0

Minority Interest($466) 0% 0% $0 $0

Total Equity $55,154 $0 $0

Total Liabilities and Equity $97,211 $42,049 $42,049

Residual Value $22,053 $32,684

Wind Down Charges

Operating Costs During Wind-down $1,290 $1,290

Severance Fee $600 $1,000

Liquidation Committee’s Fee $10 $20

Other Legal Charges (Litigation, Tax Clearance, Authority Approval, Deregistration) $350 $450

Total Wind Down Charges $2,250 $2,760

Residual After Total Contractual Obligations and Wind Down Charges

Total $19,803 $29,924

Per Share $6.33 $9.57

Management Rationale for Recoverability Estimate

- Expects to be fully payable due to obligation

- Expects to be fully payable due to obligation

- Expects to be fully payable due to obligation

- Expects to be fully payable due to senior claim

- Expects to be fully payable due to senior claim

- Expects to be fully payable due to senior claim

- Expects to be fully payable due to obligation

- Reserved for potential tax issues upon liquidation

- Expects to be fully payable due to contractual obligation

- Estimated resources and time needed to complete orderly wind-down (3 months)

- Estimated based on employment contracts for employees not needed during the wind-down period

- Include, among others, approvals from authorities that the Company is free of liabilities

Note: Analysis per Company management Draft – for discussion only

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Financial Analysis

Selected Companies Trading Statistics

(dollars and shares in millions, except per share values)

Equity1 Enterprise2 EV / Revenue EV / EBITDA

Stock Price Value Value LTM NFY NFY+1 LTM NFY NFY+1

Company Ticker(11/20/2015)(US$mm)(US$mm)(x)(x)(x)(x)(x)(x)

Selected Firms

APCB Inc. TSEC:6108 $ 0.36 $58 $181 0.72x NA NA 6.9x NA NA

CammSys Corp. KOSDAQ:A050110 1.92 102 168 0.51x NA NA 7.6x NA NA

Nanos Co., Ltd. KOSDAQ:A151910 6.31 76 159 0.98x 0.67x NMF 10.8x 4.1x NMF

Powerlogics Co., Ltd. KOSDAQ:A047310 3.57 106 143 0.29x NA NA 8.3x NA NA

Haesung Optics Co., Ltd. KOSDAQ:A076610 4.67 78 122 0.62x NA NA 5.6x NA NA

AzureWave Technologies, Inc. TSEC:3694 0.56 73 82 0.51x NA NA NMF NA NA

Creative Sensor Inc. TSEC:8249 0.71 92 27 0.17x NA NA 1.5x NA NA

Bison Electronics Inc. GTSM:3659 0.29 16 17 0.25x NA NA NMF NA NA

Mean 0.51x NMF NMF 6.8x NMF NMF

Median 0.51x NMF NMF 7.3x NMF NMF

High 0.98x NMF NMF 10.8x NMF NMF

Low 0.17x NMF NMF 1.5x NMF NMF

Current

Global-Tech Advanced Innovations NasdaqGM:GAI $ 6.12 $19($9) NMF NMF NMF NMF NMF NMF

Offer

Global-Tech Advanced Innovations NasdaqGM:GAI $ 8.85 $28($1) NMF NMF NMF NMF NMF NMF

Sources: Capital IQ, Company public filings, analyst reports Notes:

1. Equity Market Value refers to share price * (common shares outstanding + options and warrants per the treasury stock method)

2. Enterprise Value refers to equity market value + debt + preferred stock + derivative liabilities + minority interest – cash and short term investment LTM refers to the most recently completed twelve month period for which financial information has been made public NFY refers to next fiscal year; NFY+1 refers to the year after next fiscal year NA refers to not available figure; NMF refers to not meaningful figure No company used in this analysis for comparative purposes is identical to the Company

Draft – for discussion only

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Appendix

Draft – for discussion only


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Appendix

Draft – for discussion only Additional Financial Data


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Additional Financial Data

Benchmarking Statistics1

Size Size2 Historical Growth Historical Growth

(LTM Revenue, millions)(Enterprise Value as of 11/20/15, millions)(2-Fiscal Year Revenue)(1-Fiscal Year Revenue)

Name Value Name Value Name Value Name Value

Powerlogics Co., Ltd. $485.4 APCB Inc. $180.9 Haesung Optics Co., Ltd. 69.7% Global-Tech Advanced Innovations Inc. 24.4%

CammSys Corp. $329.5 CammSys Corp. $168.1 CammSys Corp. 24.3% Creative Sensor Inc. 12.4%

APCB Inc. $252.0 Nanos Co., Ltd. $159.2 Nanos Co., Ltd. 19.6% APCB Inc. 11.3%

Haesung Optics Co., Ltd. $198.2 Powerlogics Co., Ltd. $142.5 APCB Inc. 11.3% Haesung Optics Co., Ltd. 7.5%

Nanos Co., Ltd. $162.9 Haesung Optics Co., Ltd. $122.3 Global-Tech Advanced Innovations Inc. 8.1% CammSys Corp. 4.0%

AzureWave Technologies, Inc. $162.1 AzureWave Technologies, Inc. $82.4 Creative Sensor Inc. 6.8% Powerlogics Co., Ltd. 3.1%

Creative Sensor Inc. $161.5 Creative Sensor Inc. $27.4 Powerlogics Co., Ltd. 3.9% Bison Electronics Inc. -12.4%

Global-Tech Advanced Innovations Inc. $67.8 Bison Electronics Inc. $16.7 Bison Electronics Inc. -3.3% AzureWave Technologies, Inc. -15.8%

Bison Electronics Inc. $66.3 Global-Tech Advanced Innovations Inc.($9.5) AzureWave Technologies, Inc. -19.3% Nanos Co., Ltd. -18.0%

Historical Growth Historical Growth Projected Growth Relative Depreciation

(2-Fiscal Year EBITDA)(1-Fiscal Year EBITDA)(1-Fiscal Year Revenue)(LTM Depr. to LTM EBITDA)

Name Value Name Value Name Value Name Value

CammSys Corp. 67.6% APCB Inc. 39.8% Nanos Co., Ltd. 45.5% AzureWave Technologies, Inc. 358.0%

Creative Sensor Inc. 31.1% Powerlogics Co., Ltd. 34.5% Global-Tech Advanced Innovations Inc. 0.6% Nanos Co., Ltd. 78.0%

Nanos Co., Ltd. 16.1% Creative Sensor Inc. 28.3% APCB Inc. NA Powerlogics Co., Ltd. 72.9%

Haesung Optics Co., Ltd. 11.0% Nanos Co., Ltd. 3.2% AzureWave Technologies, Inc. NA APCB Inc. 72.6%

APCB Inc. 5.9% CammSys Corp. -16.5% Bison Electronics Inc. NA Haesung Optics Co., Ltd. 71.7%

Powerlogics Co., Ltd. -5.7% Haesung Optics Co., Ltd. -39.1% CammSys Corp. NA Creative Sensor Inc. 37.0%

Bison Electronics Inc. -17.9% Bison Electronics Inc. -51.4% Creative Sensor Inc. NA CammSys Corp. 35.7%

AzureWave Technologies, Inc. NMF AzureWave Technologies, Inc. NMF Powerlogics Co., Ltd. NA Bison Electronics Inc. NMF

Global-Tech Advanced Innovations Inc. NMF Global-Tech Advanced Innovations Inc. NMF Haesung Optics Co., Ltd. NA Global-Tech Advanced Innovations Inc. NMF

Source: Public filings, Capital IQ, Company management Notes:

1. No company used for comparative purposes is identical to the Company

2. Based on public trading prices of common stock

LTM refers to the most recently completed twelve month period for which financial information has been made public 19 NA refers to not available Draft – for discussion only

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Additional Financial Benchmarking Statistics1 (cont.)

Data

Profitability Profitability Profitability Profitability

(LTM EBITDA to LTM Revenue)(FYE EBITDA to FYE Revenue)(FYE-1 EBITDA to FYE-1 Revenue)(FYE-2 EBITDA to FYE-2 Revenue)

Name Value Name Value Name Value Name Value

Haesung Optics Co., Ltd. 11.0% APCB Inc. 11.7% Haesung Optics Co., Ltd. 18.6% Haesung Optics Co., Ltd. 24.6%

Creative Sensor Inc. 11.0% Creative Sensor Inc. 10.8% Creative Sensor Inc. 9.5% APCB Inc. 12.9%

APCB Inc. 10.4% Haesung Optics Co., Ltd. 10.5% APCB Inc. 9.3% Nanos Co., Ltd. 9.4%

Nanos Co., Ltd. 9.0% Nanos Co., Ltd. 8.8% CammSys Corp. 8.4% Creative Sensor Inc. 7.2%

CammSys Corp. 6.7% CammSys Corp. 6.8% Nanos Co., Ltd. 7.0% Bison Electronics Inc. 5.1%

Powerlogics Co., Ltd. 3.5% Powerlogics Co., Ltd. 4.1% Bison Electronics Inc. 6.7% Powerlogics Co., Ltd. 4.9%

AzureWave Technologies, Inc. 1.6% Bison Electronics Inc. 3.7% Powerlogics Co., Ltd. 3.1% CammSys Corp. 3.7%

Bison Electronics Inc. -0.2% AzureWave Technologies, Inc. -4.6% AzureWave Technologies, Inc. 0.3% AzureWave Technologies, Inc. 2.4%

Global-Tech Advanced Innovations Inc. -8.3% Global-Tech Advanced Innovations Inc. -7.1% Global-Tech Advanced Innovations Inc. -8.9% Global-Tech Advanced Innovations Inc. -0.5%

Internal Investment Liquidity2 Leverage2

(LTM Capital Expenditures to LTM Revenue)(Current Ratio as of 11/20/15)(Debt to EV as of 11/20/15)

Name Value Name Value Name Value

Nanos Co., Ltd. 11.8% Creative Sensor Inc. 2.1 APCB Inc. 102.2%

Haesung Optics Co., Ltd. 11.0% Global-Tech Advanced Innovations Inc. 1.7 Nanos Co., Ltd. 55.7%

CammSys Corp. 10.3% Bison Electronics Inc. 1.5 CammSys Corp. 53.4%

APCB Inc. 8.3% AzureWave Technologies, Inc. 1.2 Haesung Optics Co., Ltd. 42.9%

Powerlogics Co., Ltd. 5.0% CammSys Corp. 1.2 Powerlogics Co., Ltd. 38.1%

Bison Electronics Inc. 3.1% APCB Inc. 1.1 AzureWave Technologies, Inc. 22.3%

Creative Sensor Inc. 2.3% Powerlogics Co., Ltd. 1.1 Bison Electronics Inc. 18.8%

Global-Tech Advanced Innovations Inc. 2.2% Haesung Optics Co., Ltd. 0.9 Creative Sensor Inc. 0.0%

AzureWave Technologies, Inc. 2.0% Nanos Co., Ltd. 0.8 Global-Tech Advanced Innovations Inc. NMF

Source: Public filings, Capital IQ, Company management Notes:

1. No company used for comparative purposes is identical to the Company

2. Based on public trading prices of common stock

LTM refers to the most recently completed twelve month period for which financial information has been made public 20 NA refers to not available Draft – for discussion only

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Additional Financial

Implied Premiums Paid in Selected Going-Private Transactions

Data Involving US-Listed Chinese Companies

Announced Closing Offer Price Premium

Date Date Company Name Price1 (US$) 1-Day 30-Day 60-Day 90 -Day 180-Day 52-Week 52-Week

Prior VWAP2 VWAP2 VWAP2 VWAP2 VWAP2 High3

On-Going Deals

11/2/2015—China Ming Yang Wind Power Group Ltd. $2.51 13.1% 19.3% 17.8% 11.2%(8.5%)(5.5%)(34.3%)

10/30/2015—SORL Auto Parts, Inc. 2.84 21.9% 33.4% 38.8% 26.3%(6.7%)(9.7%)(36.7%)

10/16/2015—Youku Tudou Inc. 26.60 30.2% 48.1% 46.1% 27.3% 27.1% 30.2%(15.6%)

8/31/2015—iKang Healthcare Group, Inc. 17.80 10.8% 9.7%(0.0%)(3.0%) 0.1%(0.8%)(21.5%)

8/3/2015—eLong Inc. 18.00 24.1% 20.3%(8.6%)(7.7%)(5.7%)(5.5%)(33.9%)

8/3/2015—Global-Tech Advanced Innovations 8.85 195.0% 162.9% 150.1% 146.1% 74.2% 73.4% 0.6%

7/21/2015—Mecox Lane Limited 4.00 17.6% 11.9% 11.3% 9.3% 10.2% 7.2%(14.7%)

7/9/2015—YY Inc. 68.50 17.4%(1.2%) 2.2% 8.3% 3.5%(2.7%)(28.9%)

7/9/2015—E-Commerce China Dangdang Inc. 7.81 20.0%(15.9%)(16.6%)(15.6%)(19.8%)(29.8%)(52.4%)

7/6/2015—China Nepstar Chain Drugstore Ltd. 2.60 18.2%(1.7%)(2.2%) 2.2% 13.9% 14.3%(21.2%)

6/29/2015—Kongzhong Corp. 8.56 21.8% 11.5% 19.7% 27.0% 32.1% 27.3%(7.9%)

6/23/2015—Momo Inc. 18.90 20.5% 147.1% 167.9% 183.4% 34.7% 11.2%(5.0%)

6/22/2015—Vimicro International Corp. 13.50 9.5% 3.4% 9.8% 15.4% 38.8% 50.9%(18.1%)

6/19/2015—AirMedia Group Inc. 6.00 70.5% 10.8% 30.2% 31.3% 46.2% 52.3%(22.1%)

6/17/2015—Qihoo 360 Technology Co. Ltd. 77.00 16.6% 30.3% 31.6% 39.2% 29.4% 12.0%(26.5%)

6/15/2015—iDreamSky Technology Limited 14.00(3.8%) 24.5% 39.8% 41.5% 11.7%(6.8%)(46.1%)

6/12/2015—Bona Film Group Limited 13.70 6.5% 20.4% 28.7% 34.6% 45.5% 55.2% 3.2%

6/11/2015—Homeinns Hotel Group 32.81 8.8% 18.3% 25.0% 25.4% 20.4% 13.6%(10.9%)

6/10/2015—Renren Inc. 4.20 2.2% 13.7% 24.6% 29.7% 35.5% 32.5%(5.6%)

6/10/2015—21Vianet Group, Inc. 23.00 15.5% 48.2% 36.4% 35.1% 28.1% 16.1%(28.9%)

6/9/2015—E-House China Holdings Limited 7.38 10.0% 16.2% 20.5% 17.8% 0.1%(12.7%)(40.9%)

6/5/2015—JA Solar Holdings Co., Ltd. 9.69 19.9% 2.6% 1.7% 4.3% 10.2% 5.9%(14.3%)

6/4/2015—Mindray Medical International Limited 28.00 1.9%(3.1%)(2.3%)(2.4%)(2.6%)(4.2%)(17.2%)

6/1/2015—Taomee Holdings Ltd. 3.59 20.1% 11.7% 15.1% 8.6% 1.3%(100.0%)(35.0%)

4/30/2015—WuXi PharmaTech (Cayman) Inc. 46.00 16.2% 19.2% 19.4% 20.6% 23.7% 27.9% 2.2%

4/27/2015—China Cord Blood Corporation 6.40(11.4%) 7.6% 11.0% 13.2% 17.5% 21.8%(11.6%)

4/20/2015—Xueda Education Group 3.38 19.9% 14.5% 19.3% 23.1% 16.6% 8.6%(40.3%)

3/3/2015—Jiayuan.com International Ltd. 5.37 15.7% 12.7% 14.1% 8.2%(1.0%)(9.9%)(39.3%)

8/19/2013—Exceed Company Ltd. 1.78 19.5% 24.4% 27.9% 30.4% 30.2% 24.0%(6.3%)

Mean 22.3% 24.8% 26.9% 27.3% 17.5% 10.2%(21.7%)

Median 17.4% 14.5% 19.4% 20.6% 16.6% 11.2%(21.2%)

High 195.0% 162.9% 167.9% 183.4% 74.2% 73.4% 3.2%

Low(11.4%)(15.9%)(16.6%)(15.6%)(19.8%)(100.0%)(52.4%)

8/3/2015—Global-Tech Advanced Innovations $8.85 195.0% 162.9% 150.1% 146.1% 74.2% 73.4% 0.6%

Source: Capital IQ, Company Filings Note:

1. As of announcement date or any revised offers received after announcement date

2. VWAP refers to Volume Weighted Average Price

3. 52-Week High prior to going private announcement Draft – for discussion only

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Additional Financial Data

Implied Premiums Paid in Selected Going-Private Transactions Involving US-Listed Chinese Companies (cont.)

Announced Closing Offer Price Premium

Date Date Company Name Price1 (US$) 1-Day 30-Day 60-Day 90 -Day 180-Day 52-Week 52-Week

Prior VWAP2 VWAP2 VWAP2 VWAP2 VWAP2 High3

Closed Deals

1/27/2014 11/18/2015 Shanda Games Limited $6.90 22.1% 43.1% 51.8% 54.3% 56.5% 62.1% 6.2%

4/13/2015 11/18/2015 Sungy Mobile Limited 4.90 8.9% 19.9% 11.0% 4.9%(30.2%)(51.5%)(76.8%)

5/18/2015 8/10/2015 China Mobile Games and Entertainment Group Limited 21.50 5.5% 3.6% 8.1% 12.3% 1.4%(99.9%)(27.6%)

1/2/2015 7/28/2015 Perfect World Co., Ltd. 20.00 26.9% 20.3% 10.2% 5.4% 4.4%(0.6%)(23.8%)

5/22/2013 12/2/2014 Le Gaga Holdings Ltd 4.06 21.6% 22.0% 16.6% 15.7% 10.0% 7.7%(21.9%)

4/28/2012 11/26/2014 Sino Gas International Holdings, Inc. 1.30 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6%

3/10/2014 11/18/2014 Montage Technology Group Limited 22.60 31.7% 28.0% 24.4% 25.8% n.a. n.a. n.a.

2/17/2014 9/29/2014 Chindex International Inc. 24.00 39.9% 44.5% 44.9% 45.5% 44.0% 51.9% 24.9%

9/30/2013 9/24/2014 Charm Communications Inc. 4.70 17.2% 14.3% 13.2% 9.2% 5.2% 4.7%(21.7%)

6/6/2013 8/29/2014 iSoftStone Holdings Limited 5.70 17.8% 26.4% 25.6% 22.1% 21.1% 17.9%(19.6%)

12/24/2013 7/30/2014 Noah Education Holdings Ltd. 2.85 26.7% 21.5% 26.3% 33.5% 50.7% 54.7% 11.3%

11/25/2013 7/18/2014 Giant Interactive Group, Inc. 12.00 18.5% 31.5% 33.7% 37.4% 47.7% 58.2% 5.0%

2/10/2014 7/17/2014 AutoNavi Holdings Limited 21.00 27.0% 38.6% 40.0% 36.1% 46.1% 52.2%(0.9%)

9/4/2013 7/9/2014 China Hydroelectric Corporation 3.51 57.4% 62.5% 54.4% 48.0% 60.2% 72.0% 8.0%

10/15/2012 7/3/2014 Yongye International, Inc. 7.10 48.2% 58.3% 74.1% 83.3% 98.4% 86.2% 20.3%

10/12/2012 5/30/2014 Ninetowns Internet Technology Group Company Limited 2.00 85.2% 79.4% 81.9% 73.7% 62.7% 62.7%(2.4%)

6/20/2013 4/23/2014 ChinaEdu Corporation 7.00 19.9% 17.9% 13.2% 14.0% 15.7% 18.3%(16.3%)

11/2/2012 4/14/2013 Trunkbow International Holdings, Ltd. 1.46 24.8% 48.6% 54.8% 49.3% 6.6% 1.1%(39.4%)

5/20/2013 3/27/2014 Pactera Technology International Ltd. 7.30 38.8% 34.5% 19.9% 14.0% 8.1% 2.5%(33.0%)

3/12/2013 3/28/2014 Camelot Information Systems Inc. 1.85 23.3% 27.6% 53.7% 51.5% 20.7%(20.0%)(54.5%)

1/20/2012 1/15/2014 AsiaInfo-Linkage, Inc. 12.00 21.0% 50.8% 43.2% 38.7%(0.1%)(13.9%)(47.6%)

3/11/2013 12/23/2013 Simcere Pharmaceutical Group. 9.66 21.4% 23.1% 22.7% 21.6% 21.3% 18.3% 2.0%

8/13/2012 7/30/2013 LJ International Inc. 2.00 24.2% 21.4% 29.2% 17.6% 4.7%(4.1%)(31.3%)

9/26/2012 7/5/2013 7 Days Group Holdings Limited 13.80 30.6% 43.2% 45.3% 42.5% 24.3% 15.6%(21.1%)

10/3/2012 6/27/2013 Feihe International, Inc. 7.40 21.3% 23.6% 14.9% 22.9% 42.8% 47.9%(20.4%)

3/27/2012 6/27/2013 Zhongpin, Inc. 13.50 46.6% 46.5% 38.6% 40.3% 44.7% 24.4%(22.0%)

9/12/2012 5/30/2013 3SBio Inc. 16.70 44.1% 45.7% 39.6% 33.8% 33.6% 37.2% 8.9%

8/13/2012 5/23/2013 Focus Media Holding Ltd. 27.50 17.6% 36.6% 33.9% 28.2% 28.2% 26.2%(16.5%)

2/15/2013 5/17/2013 China Shenghuo Pharmaceutical Holdings, Inc. 0.16 18.5% 61.5% 42.8% 46.0%(33.0%)(36.6%)(78.1%)

9/7/2012 4/8/2013 Syswin Inc. 2.05 28.1% 45.7% 39.9% 43.5% 112.5% 103.3%(12.4%)

7/6/2012 3/28/2013 ShangPharma Corporation 9.00 30.8% 44.8% 34.2% 20.4% 13.0% 4.8%(26.5%)

5/9/2012 2/6/2013 China Nuokang Bio-Pharmaceutical Inc. 5.80 56.8% 74.0% 95.9% 102.9% 41.3% 37.3%(1.4%)

5/21/2012 12/28/2012 Yucheng Technologies Limited 3.90 26.4% 28.0% 32.4% 42.5% 52.7% 43.5% 0.8%

11/3/2010 12/27/2012 Fushi Copperweld, Inc. 9.50 4.4% 1.6% 8.0% 9.4%(2.0%) 0.0%(26.6%)

4/2/2012 12/11/2012 Winner Medical Group Inc. 4.50 32.3% 29.2% 40.1% 46.4% 31.7% 12.7%(15.1%)

1/9/2012 11/9/2012 Pansoft Company Limited 4.15 106.5% 83.2% 93.2% 79.6% 36.7% 27.4%(16.0%)

Source: Capital IQ, Company Filings Note:

1. As of announcement date or any revised offers received after announcement date

2. VWAP refers to Volume Weighted Average Price

3. 52-Week High prior to going private announcement Draft – for discussion only NA refers to not available figure

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Additional Financial Data

Implied Premiums Paid in Selected Going-Private Transactions Involving US-Listed Chinese Companies (cont.)

Announced Closing Offer Price Premium

Date Date Company Name Price1 (US$) 1-Day 30-Day 60-Day 90 -Day 180-Day 52-Week 52-Week

Prior VWAP2 VWAP2 VWAP2 VWAP2 VWAP2 High3

Closed Deals (cont.)

5/3/2012 11/2/2012 China Mass Media Corp. $5.00 115.5% 133.1% 38.9%(3.2%)(35.0%)(38.2%)(80.8%)

2/21/2012 10/31/2012 China TransInfo Technology Corp. 5.80 12.6% 26.6% 40.0% 52.6% 67.7% 47.7% 11.5%

2/24/2012 10/17/2012 Gushan Environmental Energy Limited 1.65 34.1% 28.1% 27.7% 10.0%(13.6%)(31.8%)(66.7%)

1/6/2012 5/15/2012 Jingwei International Limited 2.20 64.2% 66.6% 57.0% 48.2% 8.3%(5.7%)(46.5%)

10/28/2011 4/20/2012 China Real Estate Information Corporation 5.73 6.1% 20.1% 7.0%(5.8%)(13.3%)(21.8%)(46.3%)

11/14/2011 4/17/2012 China GrenTech Corp. Ltd. 3.15 23.0% 34.3% 42.4% 45.7% 18.4% 11.6%(14.9%)

10/17/2011 2/14/2012 Shanda Interactive Entertainment Ltd. 41.35 23.5% 26.6% 25.1% 20.6% 2.3% 2.5%(23.7%)

3/7/2011 11/4/2011 China Fire & Security Group, Inc. 9.00 43.8% 52.4% 40.1% 28.1% 12.1%(13.5%)(45.4%)

10/11/2010 11/3/2011 Harbin Electric, Inc. 24.00 20.2% 36.3% 35.1% 37.7% 24.8% 22.3%(7.7%)

1/28/2011 9/16/2011 China Security & Surveillance Technology, Inc. 6.50 33.2% 30.1% 26.1% 21.3% 24.9% 11.9%(26.9%)

3/25/2011 8/25/2011 Funtalk China Holdings Limited 7.20 17.1% 34.2% 30.6% 26.7% 2.9% 3.9%(17.5%)

11/11/2010 8/19/2011 Chemspec International Limited 8.10 28.2% 29.2% 27.0% 22.8% 10.4% 14.2%(10.5%)

6/27/2011 8/11/2011 Tiens Biotech Group (USA), Inc. 1.72 67.0% 44.2% 31.5% 27.6% 21.5% 16.5%(13.1%)

4/8/2010 4/15/2011 Tongjitang Chinese Medicines Company 4.50 19.0% 22.3% 21.9% 21.0% 17.9% 18.4%(11.8%)

Mean 38.1% 43.7% 40.7% 37.4% 28.4% 19.5%(16.5%)

Median 26.5% 34.2% 34.1% 30.8% 21.1% 15.6%(17.5%)

High 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6%

Low 4.4% 1.6% 7.0%(5.8%)(35.0%)(99.9%)(80.8%)

Overall

Mean 32.3% 36.8% 35.6% 33.7% 24.3% 16.1%(18.4%)

Median 21.4% 27.6% 28.7% 26.7% 19.4% 13.2%(18.9%)

High 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6%

Low(11.4%)(15.9%)(16.6%)(15.6%)(35.0%)(100.0%)(80.8%)

8/3/2015—Global-Tech Advanced Innovations $8.85 195.0% 162.9% 150.1% 146.1% 74.2% 73.4% 0.6%

Source: Capital IQ, Company Filings Note:

1. As of announcement date or any revised offers received after announcement date

2. VWAP refers to Volume Weighted Average Price

3. 52-Week High prior to going private announcement Draft – for discussion only

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Additional Financial Data

Price Revision Data for Going-Private Transactions

Initial Initial Final Final

Domiciled Offer Offer Offer Offer% # of

Announcement Date Company Location Date Price ($) Date Price ($) Change Revisions

11/20/2015 Global-tech Advanced Innovations* BVI 8/3/2015 $8.75 11/20/2015 $8.85 1.1% 1

6/9/2015 E-House China Holdings Limited* Cayman 6/9/2015 7.38 11/3/2015 6.64(10.0%) 1

3/3/2015 Jiayuan.com International Ltd.* Cayman 3/3/2015 5.37 6/9/2015 7.20 34.1% 1

6/4/2015 Mindray Medical International Limited Cayman 6/4/2015 30.00 10/22/2015 28.00(6.7%) 2

5/22/2013 Le Gaga Holdings Ltd Cayman 5/22/2013 4.01 7/30/2014 4.06 1.2% 1

4/28/2012 Sino Gas International Holdings, Inc. Utah 4/28/2012 0.48 3/28/2014 1.30 170.8% 3

3/10/2014 Montage Technology Group Limited Cayman 3/10/2014 21.50 6/11/2014 22.60 5.1% 1

2/17/2014 Chindex International Inc. Delaware 2/17/2014 19.50 4/21/2014 24.00 23.1% 1

6/6/2013 iSoftStone Holdings Limited Cayman 6/6/2013 5.85 11/4/2013 5.70(2.6%) 1

12/24/2013 Noah Education Holdings Ltd. Cayman 12/24/2013 2.80 4/2/2014 2.85 1.8% 1

11/25/2013 Giant Interactive Group, Inc. Cayman 11/25/2013 11.75 4/17/2014 12.00 2.1% 1

9/4/2013 China Hydroelectric Corporation Cayman 9/4/2013 2.97 1/13/2014 3.51 18.2% 2

10/15/2012 Yongye International, Inc. Nevada 10/15/2012 6.60 4/9/2014 7.10 7.6% 4

5/20/2013 Pactera Technology International Ltd. Cayman 5/20/2013 7.50 10/28/2013 7.30(2.7%) 2

3/11/2013 Simcere Pharmaceutical Group. Cayman 3/11/2013 9.56 8/28/2013 9.66 1.0% 1

9/26/2012 7 Days Group Holdings Limited Cayman 9/26/2012 12.70 3/1/2013 13.80 8.7% 1

9/12/2012 3SBio Inc. Cayman 9/12/2012 15.00 4/23/2014 16.70 11.3% 2

8/13/2012 Focus Media Holding Ltd. Cayman 8/13/2012 27.00 3/25/2013 27.50 1.9% 1

2/15/2013 China Shenghuo Pharmaceutical Holdings, Inc. Delaware 2/15/2013 0.15 4/16/2013 0.16 6.7% 1

9/7/2012 Syswin Inc. Cayman 9/7/2012 2.00 12/24/2012 2.05 2.5% 1

5/21/2012 Yucheng Technologies Limited BVI 5/21/2012 3.80 8/13/2012 3.90 2.6% 1

11/3/2010 Fushi Copperweld, Inc. Nevada 11/3/2010 11.50 12/28/2011 9.50(17.4%) 2

1/9/2012 Pansoft Company Limited BVI 1/9/2012 3.76 5/17/2012 4.15 10.4% 1

2/21/2012 China TransInfo Technology Corp. Nevada 2/21/2012 5.65 6/8/2012 5.80 2.7% 1

2/24/2012 Gushan Environmental Energy Limited Cayman 2/24/2012 1.60 9/13/2012 1.65 3.1% 2

1/6/2012 Jingwei International Limited Nevada 1/6/2012 1.56 2/9/2012 2.20 41.0% 1

11/14/2011 China GrenTech Corp. Ltd. Cayman 11/14/2011 3.10 1/12/2012 3.15 1.6% 1

3/25/2011 Funtalk China Holdings Limited Cayman 3/25/2011 7.10 5/11/2011 7.20 1.4% 1

11/11/2010 Chemspec International Limited Cayman 11/11/2010 8.00 3/9/2011 8.10 1.3% 1

High $28.00 170.8% 4

Low $0.16(17.4%) 1

Mean $8.85 11.1% 1

Median $7.10 2.5% 1

Source: Public filings, Capital IQ

*Denotes on-going transaction. Draft – for discussion only

24


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Appendix

Draft – for discussion only Disclaimer


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Project Orchid

Disclaimer

This Directors presentation, (the “Committee”) and any supplemental of Global-Tech information Advanced (written Innovations or oral) Inc. or other (the documents “Company”) provided by Houlihan in connection Lokey in therewith connection (collectively, with the Committee’s the “materials”), consideration are provided of asolely potential for the transaction information (the of “Transaction”) the Special Committee involving of the the Company. Board of herein This presentation shall have the is incomplete meanings set without forth herein, reference even to, if and such should defined be terms considered have been in conjunction given different with, meanings any supplemental elsewhere information in the materials. provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used The familiar materials with the are business for discussion and affairs purposes of the only Company and may for not use be in relied a specific upon by context any person and were or entity not prepared for any purpose with a view except to public as expressly disclosure permitted or to by conform Houlihan with Lokey’s any disclosure engagement standards letter. under The materials any state, were federal prepared or international for specific securities persons confidential laws or other basis laws, solely rules for or the regulations, information and of none the Committee of the Committee, and may the not Company be disclosed, or Houlihan summarized, Lokey reproduced, takes any disseminated responsibility or for quoted the use or otherwise of the materials referred by to, persons in whole other or in than part, the without Committee. Houlihan The Lokey’s materials express are provided prior written on a consent.

Notwithstanding transaction and all any materials other provision of any kind herein, (including the Company opinions (and or each other employee, tax analyses, representative if any) that or are other provided agent of to the the Company) Company may relating disclose to such to any tax treatment and all persons and structure. without limitation However, of any any information kind, the tax relating treatment to the and tax tax treatment structure and of any tax structure U.S. income shall or remain franchise confidential tax treatment (and of the the foregoing transaction sentence and the shall tax not structure apply) of to a the transaction extent necessary is any fact to enable that may any be person relevant to comply to understanding with securities the purported laws. For or this claimed purpose, U.S. the income tax treatment or franchise of a transaction tax treatment is the of the purported transaction. or claimed If the Company Houlihan Lokey’s plans to prior disclose written information consent. pursuant Houlihan to Lokey the first is not sentence an expert of this on, paragraph, and nothing the contained Company in shall the inform materials those should to whom be construed it discloses as advice any such with information regard to, legal, that they accounting, may not regulatory, rely upon such insurance, information tax or for other any specialist purpose matters. without Houlihan in the materials Lokey’s as role to tax in reviewing matters was any neither information written is nor limited intended solely by to Houlihan performing Lokey such or a review any of as its itaffiliates shall deem to be necessary used, and to support cannot be its used own advice by any and taxpayer, analysis for and the shall purpose not be of on avoiding behalf of tax the penalties Committee. that may Any be statement imposed contained on such support taxpayer. the If promotion any person or uses marketing or refers of to the any transaction such tax or statement matter addressed in promoting, and such marketing person should or recommending seek advice a based partnership on its particular or other entity, circumstances investment from Program an independent or arrangement tax advisor. to any taxpayer, then such statement is being delivered to The contents materials of the necessarily materials, are Houlihan based on Lokey financial, has not economic, undertaken, market and and is under other conditions no obligation, as in to effect update, on, revise and the or information reaffirm the available materials, to Houlihan except as Lokey expressly as of, contemplated the date of the by materials. Houlihan Although Lokey’s engagement subsequent developments letter. The materials may affect are not the intended proceed with to provide or effect the the sole Transaction. basis for evaluation The materials of the do Transaction not constitute and do any not opinion, purport nor to do contain the materials all information constitute that a may recommendation be required. The to the materials Committee, do not any address security the holder underlying of the business Company decision or any of other the Company party as to or how any other to vote party or act to with materials respect may to not any reflect matter information relating to the known Transaction to other professionals or otherwise or in whether other business to buy areas or sell of any Houlihan assets or Lokey securities and its of affiliates. any company. Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. The The materials analyses reflect contained judgments in the and materials assumptions must with be considered regard to industry as a whole. performance, Selecting general portions business, of the analyses, economic, analytic regulatory, methods market and factors and financial without conditions considering and all other analyses matters, and many factors of could which create are beyond a misleading the control or incomplete of the participants view. The in value the Transaction. of assets, businesses Any estimates or securities of value do contained not purport in the to materials be appraisals are not or to necessarily reflect the indicative prices at of which actual any value assets, or predictive businesses of or future securities results may or actually values, which be sold. may The be materials significantly do not more constitute or less favorable. a valuation Any opinion analyses or credit relating rating. to the In preparing no obligation the materials, to evaluate Houlihan the solvency Lokey of has the Company not conducted or any any other physical party inspection under any or law. independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has prepared All budgets, by management projections, liquidation of the relevant analyses, party estimates, or are derived financial from analyses, such budgets, reports projections, and other information liquidation with analyses, respect estimates, to operations financial (including analyses, estimates reports of and potential other information cost savings or and from expenses) other sources, reflected which in the involve materials numerous have been and materials significant may subjective or may not determinations be achieved made and differences by management between of projected the relevant results party and and/or those actually which such achieved management may be material. has reviewed Houlihan and found Lokey reasonable. has relied upon, The with budgets, the consent projections, of the liquidation Committee, analyses, representations and estimates made by contained management in the of information Company that obtained such budgets, from public projections, sources, liquidation represent analyses, reasonable and estimates), estimates and have Houlihan been reasonably Lokey expresses prepared no in good opinion faith with on respect bases reflecting to such budgets, the best currently projections, available liquidation estimates analyses, and judgments or estimates of or such the management assumptions (or, on which with respect they are to based. express The or implied, scope of as the to financial the sufficiency analysis or contained adequacy of herein such is financial based on analysis discussions or the with scope the thereof Company for any (including, particular without purpose. limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, Houlihan verification Lokey of such has information, assumed and makes relied no upon representation the accuracy or warranty and completeness (express or of implied) the financial in respect and of other the accuracy information or completeness provided to, of discussed such information with or reviewed and has further by it relied without upon (and the without assurances assuming of the Company responsibility that for) it is not independent aware of liabilities, any facts or financial circumstances condition, that results would of make operations, such information cash flows inaccurate or prospects or misleading. of the Company In addition, since the Houlihan respective Lokey dates has of relied the most upon recent and assumed, financial without statements independent and other verification, information, that financial there has or otherwise, been no change provided in the to Houlihan business, assets, Lokey that would be material to its analyses. obligation Furthermore, (whether and without in contract, prejudice tort or to otherwise) liability for in fraud, relation Houlihan to the foregoing Lokey, its matters. affiliates, and their respective directors, officers, employees and agents, to the extent allowed under applicable law disclaim any liability, responsibility or affiliates The materials to underwrite, are not an subscribe offer to sell for or or place a solicitation any securities, of an indication to extend of or interest arrange to credit, purchase or to any provide security, any other option, services. commodity, In the future, ordinary loan course or currency. of business, The certain materials of Houlihan do not constitute Lokey’s a affiliates commitment and employees, by Houlihan as Lokey well as or investment any of its (including funds in which loans they and may other have obligations) financial of, interests or investments or which in, they one may or more co-invest, parties may that acquire, may be hold involved or sell, in the long Transaction or short positions, and their or respective trade or otherwise affiliates or effect any transactions, currency or commodity in debt, equity, that may and other be involved securities in the and Transaction. financial instruments Houlihan Lokey’s Lokey provides or its affiliates’ mergers proprietary and acquisitions, interests restructuring may conflict and with other the advisory Company’s services interests. to clients. Houlihan Houlihan Lokey may Lokey’s have personnel advised, may may seek make to statements advise and or may provide in the advice future advise that is companies contrary to mentioned information in the contained materials. in the materials. Houlihan

Draft – for discussion only

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