EX-99.C.3 4 d47740dex99c3.htm EX-99.C.3 EX-99.C.3

Exhibit (c)-(3)

 

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Project Orchid

Preliminary Draft – Discussion Material

CORPORATE FINANCE

FINANCIAL ADVISORY SERVICES November 19, 2015 FINANCIAL RESTRUCTURING

STRATEGIC CONSULTING

HL.com Draft – for discussion only Confidential


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Project Orchid

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 $8.75

Implied Values

Implied Common Equity $27.4

Adjustments:

Add: Total Debt3 4.3

Add: Non-controlling Interest (0.5)

Less: Cash and Cash Equivalents4 (28.2)

Implied Enterprise Value $3.1

Implied Transaction Multiples

Revenues, Net Implied Multiple

LTM 6/30/15 0.04x

NFY 2016E 0.04x

NFY+1 2017E 0.04x

Implied Premiums to Historical Stock Trading Prices

Implied Premium of Per Share

Trading Period Closing Transaction Consideration over

Prior to Announcement Share Price Average Closing Share Price

1-Day $ 3.00 191.7%

5-Day Average $ 3.16 176.9%

10-Day Average $ 3.32 163.4%

1-Month Average $ 3.30 164.8%

3-Month Average $ 3.44 154.7%

6-Month Average $ 3.66 139.4%

1-Year Average $ 4.54 92.6%

52-Week High (9/22/14) $ 8.80 -0.6%

52-Week Low (7/1/15) $ 2.75 218.2%

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 for all the outstanding shares of the Company

3.Total debt refers to short-term bank loans per company 6-K filed on 9/28/2015

4.Cash and cash equivalents, time deposits and available-for-sale investment are based on company 6-K filed on 9/28/2015

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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Project Orchid

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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Project Orchid

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 Company announced FY2013 results; Q4 4/8/2013 results, net sales decreased from $24.7mm to continued to be the weakest quarter every $16.00 Company announced large $15.3mm compared with last year; operating year due to business disruptions related to decrease in net income and loss amounted to ($2.4mm) from ($1.2mm) 0.50 the Chinese New Year $14.00 significant investment made 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 $10.00 from ($1.5mm) in Q1 FY2014 private proposal Proposed Per Share 0.30 Transaction Consideration $8.00 of $8.75

$6.00 0.20

12/30/2013 12/15/2014 $4.00 Company announced 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

11/13/12 02/13/13 05/13/13 08/13/13 11/13/13 02/13/14 05/13/14 08/13/14 11/13/14 02/13/15 05/13/15 08/13/15 11/13/15

Daily Volume Global-Tech Advanced Innovations Inc.

Price & Volume Statistics

52 Week High (9/22/2014) $8.80 1-Week Avg. Daily Volume 3,600

52 Week Low (7/1/2015) $2.75 1-Month Avg. Daily Volume 1,780

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 9,630

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

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

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Project Orchid

Relative Stock Performance

Indexed Stock Price Performance for Last 3 Years

Indexed Prices

350% 300% 250% 200%

150% S&P 500 Index: +47.2%

100% Global-Tech Advanced Innovations: +14.1%

Selected Companies Index1: -27.0%

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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Project Orchid

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 6/30/15 2016E 2017E 2018E 2019E 2020E 2015 to 2020E

Revenues, Net $66.8 $62.7 $78.0 $68.7 $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) (66.2) (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) (13.0) (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) ($6.7) ($6.0) ($6.0) ($5.6) ($5.2) ($5.2) -1.1%

Margin % -0.5% -8.9% -7.1% -9.8% -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) ($10.5) ($9.7) ($9.7) ($9.1) ($8.5) ($8.5) -1.7%

Margin % -3.6% -13.5% -11.9% -15.3% -12.4% -12.9% -12.1% -11.3% -11.3%

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

Draft – for discussion only

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Project Orchid

Liquidation Analysis

(In thousands, except per share figures)

Balance Sheet as of

June 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 $32,747 $32,747 $32,747

Offshore 55% $18,062 100% 100% $18,062 $18,062 Onshore 45% $14,685 100% 100% $14,685 $14,685

A/C Receivable—Trade $15,623 $6,203 $9,327

Within 90 Days 97% $15,182 40% 60% $6,073 $9,109

91—120 Days 3% $435 30% 50% $131 $218 120—150 Days 0% $6 0% 0% $0 $0 Over 150 days 0% $0 0% 0% $0 $0

Bills Receivable $10,058 $10,058 $10,058

Within 90 Days 100% $10,058 100% 100% $10,058 $10,058

91—180 Days 0% $0 0% 0% $0 $0 181—365 Days 0% $0 0% 0% $0 $0 Over 1 year 0% $0 0% 0% $0 $0

Interest Receivable $43 $43 $43

Within 90 Days 49% $21 100% 100% $21 $21

91—180 Days 0% $0 0% 0% $0 $0 181—365 Days 51% $22 100% 100% $22 $22 Over 1 year 0% $0 0% 0% $0 $0

Deposits & Prepayments & Other Receivable $2,256 $846 $1,184

Within 90 Days 75% $1,692 50% 70% $846 $1,184

91—180 Days 10% $226 0% 0% $0 $0 181—365 Days 5% $113 0% 0% $0 $0 Over 1 year 0% $0 0% 0% $0 $0

Temporary Payment $1,053 20% 50% $211 $527

Inventory $7,861 30% 40% $2,358 $3,145

Deferred Tax Assets $11 0% 0% $0 $0 Amount due from Related Parties $15 100% 100% $15 $15 Current Assets $69,668 $52,482 $57,046

Non-Current Assets:

Property, Plant and Equipment, Net $26,202 $9,450 $14,971 Property under Development 8% $1,261 0% 30% $0 $378 Land Use Right (China) 18% $2,800 0% 0% $0 $0 Land & Building 72% $11,315 83% 121% $9,423 $13,710 Plant & Machinery 53% $8,288 0% 10% $0 $829 Moulds 3% $437 0% 0% $0 $0 Furniture & Fixtures 11% $1,763 0% 0% $0 $0 Office Equipment 0% $27 0% 0% $0 $0 Computer Equipment 1% $204 0% 0% $0 $0 Motor Car & Yacht 1% $107 25% 50% $27 $53

Non-Current Assets $26,202 $9,450 $14,971 Total Assets $95,870 $61,932 $72,016

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 easily remitted

Historical bad debt reserve is less than 0.5% of sales, but increasing non-collectible trade A/C receivable is anticipated due to potential supply and business interruption issues with customers. Only part of the debtors have bought insurance, however, those insured outstanding balances are not fully covered 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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Project Orchid

Liquidation Analysis (cont.)

(In thousands, except per share figures)

Balance Sheet as of

June 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 $13,140 $13,140 $13,140

Within 90 Days 91% $11,947 100% 100% $11,947 $11,947

91—120 Days 5% $825 100% 100% $825 $825

> 120 Days 2% $368 100% 100% $368 $368

Bills Payable & Trust Receipt $5,799 $5,799 $5,799 Within 90 Days 38% $4,952 100% 100% $4,952 $4,952

91—120 Days 5% $847 100% 100% $847 $847

> 120 Days 0% $0 100% 100% $0 $0

Short Term Loans $4,301 100% 100% $4,301 $4,301

Provisions & Accruals, Other Payable $8,903 100% 100% $8,903 $8,903 Provision for Taxation $4,029 100% 100% $4,029 $4,029 Deferred Taxation $8 0% 0% $0 $0

Temporary Receipt $1,430 100% 100% $1,430 $1,430 Total Liabilities $37,610 $37,602 $37,602

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 -$34,028 0% 0% $0 $0 Other Comprehensive Income $10,839 0% 0% $0 $0 Minority Interest -$453 0% 0% $0 $0 Total Equity $58,260 $0 $0 Total Liabilities and Equity $95,870 $37,602 $37,602 Residual Value $24,330 $34,414 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 $22,080 $31,654 Per Share $7.25 $10.40

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, amoung others, approvals from authorities that the Company is free of liabilities

Note: Analysis per Company management Draft – for discussion only

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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 (11/13/2015) (US$mm) (US$mm) (x) (x) (x) (x) (x) (x)

Selected Firms

APCB Inc. TSEC:6108 $0.39 $63 $184 0.74x NA NA 7.1x NA NA Nanos Co., Ltd. KOSDAQ:A151910 6.30 76 158 0.98x 0.67x NMF 10.6x 4.1x NMF CammSys Corp. KOSDAQ:A050110 1.81 96 161 0.50x NA NA 7.3x NA NA Powerlogics Co., Ltd. KOSDAQ:A047310 3.46 103 139 0.29x NA NA 8.1x NA NA Haesung Optics Co., Ltd. KOSDAQ:A076610 4.68 78 122 0.62x NA NA 5.6x NA NA AzureWave Technologies, Inc. TSEC:3694 0.59 76 85 0.53x NA NA NMF NA NA Creative Sensor Inc. TSEC:8249 0.69 89 25 0.16x NA NA 1.4x NA NA Bison Electronics Inc. GTSM:3659 0.29 16 16 0.25x NA NA NMF NA NA

Mean 0.51x NMF NMF 6.7x NMF NMF Median 0.51x NMF NMF 7.2x NMF NMF High 0.98x NMF NMF 10.6x NMF NMF Low 0.16x NMF NMF 1.4x NMF NMF Current

Global-Tech Advanced Innovations NasdaqGM:GAI $6.00 $19 ($6) NMF NMF NMF NMF NMF NMF

Offer

Global-Tech Advanced Innovations NasdaqGM:GAI $8.75 $27 $3 0.04x 0.04x 0.04x 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 No company used in this analysis for comparative purposes is identical to the Company

Draft – for discussion only

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Project Orchid

Benchmarking Analysis1

Size

(LTM Revenue, millions)

Name Value Powerlogics Co., Ltd. $480.0 CammSys Corp. $325.9 APCB Inc. $249.5 Haesung Optics Co., Ltd. $196.0 Nanos Co., Ltd. $161.1 AzureWave Technologies, Inc. $160.5 Creative Sensor Inc. $159.9

Global-Tech Advanced Innovations Inc. $68.7

Bison Electronics Inc. $65.7

Size2

(Enterprise Value as of 11/13/15, millions)

Name Value APCB Inc. $184.4 Nanos Co., Ltd. $158.2 CammSys Corp. $161.4 Powerlogics Co., Ltd. $138.9 Haesung Optics Co., Ltd. $121.9 AzureWave Technologies, Inc. $85.4 Creative Sensor Inc. $25.2 Bison Electronics Inc. $16.4

Global-Tech Advanced Innovations Inc. ($5.5)

Historical Growth (2-Fiscal Year Revenue)

Name Value Haesung Optics Co., Ltd. 69.7% CammSys Corp. 24.3% Nanos Co., Ltd. 19.6% APCB Inc. 11.3%

Global-Tech Advanced Innovations Inc. 8.1%

Powerlogics Co., Ltd. 3.9% Creative Sensor Inc. 6.8% Bison Electronics Inc. -3.3% AzureWave Technologies, Inc. -19.3%

Historical Growth (1-Fiscal Year Revenue)

Name Value

Global-Tech Advanced Innovations Inc. 24.4%

Creative Sensor Inc. 12.4% APCB Inc. 11.3% Haesung Optics Co., Ltd. 7.5% CammSys Corp. 4.0% Powerlogics Co., Ltd. 3.1% Bison Electronics Inc. -12.4% AzureWave Technologies, Inc. -15.8% Nanos Co., Ltd. -18.0%

Historical Growth (2-Fiscal Year EBITDA)

Name Value CammSys Corp. 67.1% Creative Sensor Inc. 31.1% Nanos Co., Ltd. 16.4% Haesung Optics Co., Ltd. 10.8% APCB Inc. 5.9% Powerlogics Co., Ltd. -5.2% Bison Electronics Inc. -17.9% AzureWave Technologies, Inc. NMF

Global-Tech Advanced Innovations Inc. NMF

Historical Growth (1-Fiscal Year EBITDA)

Name Value APCB Inc. 39.8% Powerlogics Co., Ltd. 34.4% Creative Sensor Inc. 28.3% Nanos Co., Ltd. 4.3% CammSys Corp. -16.3% Haesung Optics Co., Ltd. -38.9% Bison Electronics Inc. -51.4% AzureWave Technologies, Inc. NMF

Global-Tech Advanced Innovations Inc. NMF

Projected Growth (1-Fiscal Year Revenue)

Name Value Nanos Co., Ltd. 45.5%

Global-Tech Advanced Innovations Inc. 0.6%

APCB Inc. NA AzureWave Technologies, Inc. NA Bison Electronics Inc. NA CammSys Corp. NA Creative Sensor Inc. NA Powerlogics Co., Ltd. NA Haesung Optics Co., Ltd. NA

Relative Depreciation (LTM Depr. to LTM EBITDA)

Name Value AzureWave Technologies, Inc. 358.0% Nanos Co., Ltd. 78.0% Powerlogics Co., Ltd. 72.9% APCB Inc. 72.6% Haesung Optics Co., Ltd. 71.7% Creative Sensor Inc. 37.0% CammSys Corp. 35.7% Bison Electronics Inc. NMF

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

NA refers to not available Draft – for discussion only

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Project Orchid

Benchmarking Analysis1 (cont.)

Profitability

(LTM EBITDA to LTM Revenue)

Name Value Haesung Optics Co., Ltd. 11.0% Creative Sensor Inc. 11.0% APCB Inc. 10.4% Nanos Co., Ltd. 9.3% CammSys Corp. 6.8% Powerlogics Co., Ltd. 3.6% AzureWave Technologies, Inc. 1.6% Bison Electronics Inc. -0.2%

Global-Tech Advanced Innovations Inc. -9.8%

Profitability

(FYE EBITDA to FYE Revenue)

Name Value APCB Inc. 11.7% Creative Sensor Inc. 10.8% Haesung Optics Co., Ltd. 10.6% Nanos Co., Ltd. 8.9% CammSys Corp. 6.8% Powerlogics Co., Ltd. 4.1% Bison Electronics Inc. 3.7% AzureWave Technologies, Inc. -4.6%

Global-Tech Advanced Innovations Inc. -7.1%

Profitability

(FYE-1 EBITDA to FYE-1 Revenue)

Name Value Haesung Optics Co., Ltd. 18.7% Creative Sensor Inc. 9.5% APCB Inc. 9.3% CammSys Corp. 8.5% Nanos Co., Ltd. 7.0% Bison Electronics Inc. 6.7% Powerlogics Co., Ltd. 3.1% AzureWave Technologies, Inc. 0.3%

Global-Tech Advanced Innovations Inc. -8.9%

Profitability

(FYE-2 EBITDA to FYE-2 Revenue)

Name Value Haesung Optics Co., Ltd. 25.0% APCB Inc. 12.9% Nanos Co., Ltd. 9.4% Creative Sensor Inc. 7.2% Bison Electronics Inc. 5.1% Powerlogics Co., Ltd. 4.9% CammSys Corp. 3.8% AzureWave Technologies, Inc. 2.4%

Global-Tech Advanced Innovations Inc. -0.5%

Internal Investment

(LTM Capital Expenditures to LTM Revenue)

Name Value Nanos Co., Ltd. 11.8% Haesung Optics Co., Ltd. 11.0% CammSys Corp. 10.3% APCB Inc. 8.3% Powerlogics Co., Ltd. 5.0% Bison Electronics Inc. 3.1% Creative Sensor Inc. 2.3%

Global-Tech Advanced Innovations Inc. 2.2%

AzureWave Technologies, Inc. 2.0%

Liquidity2

(Current Ratio as of 11/13/15)

Name Value Creative Sensor Inc. 2.1

Global-Tech Advanced Innovations Inc. 1.8

Bison Electronics Inc. 1.5 AzureWave Technologies, Inc. 1.2 CammSys Corp. 1.2 APCB Inc. 1.1 Powerlogics Co., Ltd. 1.1 Haesung Optics Co., Ltd. 0.9 Nanos Co., Ltd. 0.8

Leverage2 (Debt to EV as of 11/13/15)

Name Value APCB Inc. 99.2% CammSys Corp. 55.0% Nanos Co., Ltd. 55.4% Haesung Optics Co., Ltd. 42.6% Powerlogics Co., Ltd. 38.7% AzureWave Technologies, Inc. 21.4% Bison Electronics Inc. 18.9% Creative Sensor Inc. 0.0%

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

NA refers to not available Draft – for discussion only

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Implied Premiums Paid in Selected Going-Private Transactions Involving US-Listed Chinese Companies

Price Premium Announced Closing Offer

Company Name 1 1-Day 30-Day 60-Day 90 -Day 180-Day 52-Week 52-Week Date Date Price (US$) 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 8.75 191.7% 159.9% 147.2% 143.3% 72.2% 71.4% (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%) 6/1/2015—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%) 4/13/2015—Sungy Mobile Limited 4.90 8.9% 19.9% 11.0% 4.9% (30.2%) (51.5%) (76.8%) 3/3/2015—Jiayuan.com International Ltd. 5.37 15.7% 12.7% 14.1% 8.2% (1.0%) (9.9%) (39.3%) 1/27/2014—Shanda Games Limited 6.90 22.1% 43.1% 51.8% 54.3% 56.5% 62.1% 6.2% 8/19/2013—Exceed Company Ltd. 1.78 19.5% 24.4% 27.9% 30.4% 30.2% 24.0% (6.3%)

Mean 22.5% 26.1% 28.1% 28.3% 17.8% 10.3% (22.8%) Median 17.5% 17.2% 19.6% 21.8% 17.0% 11.6% (21.3%) High 191.7% 159.9% 167.9% 183.4% 72.2% 71.4% 6.2% Low (11.4%) (15.9%) (16.6%) (15.6%) (30.2%) (100.0%) (76.8%)

8/3/2015—Global-Tech Advanced Innovations $8.75 191.7% 159.9% 147.2% 143.3% 72.2% 71.4% (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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Project Orchid

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

Price Premium Announced Closing Offer

Company Name 1 1-Day 30-Day 60-Day 90 -Day 180-Day 52-Week 52-Week Date Date Price (US$) Prior VWAP2 VWAP2 VWAP2 VWAP2 VWAP2 High3

Closed Deals

6/4/2015 11/16/2015 Mindray Medical International Limited $28.00 1.9% (3.1%) (2.3%) (2.4%) (2.6%) (4.2%) (17.2%) 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: 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

NA refers to not available Draft – for discussion only

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Project Orchid

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

Price Premium Announced Closing Offer

Company Name 1 1-Day 30-Day 60-Day 90 -Day 180-Day 52-Week 52-Week Date Date Price (US$) 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 38.3% 43.2% 40.2% 36.9% 28.3% 19.6% (15.7%) Median 26.7% 34.2% 33.9% 28.2% 20.9% 14.9% (17.4%) High 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6% Low 1.9% (3.1%) (2.3%) (5.8%) (35.0%) (99.9%) (80.8%)

Overall

Mean 32.3% 36.7% 35.6% 33.6% 24.3% 16.1% (18.5%) 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 $8.75 191.7% 159.9% 147.2% 143.3% 72.2% 71.4% (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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Illustrative Implied Multiples and Investment Required

(dollars in millions, except per share values)

Illustrative Implied Implied Premium Implied Implied Enterprise Value1/ Total Purchase Price Equity to Pre-Announcement Enterprise Revenue EBITDA Implied Investment Per Share Value1 Original Price Value1 6/30/2015 6/30/2015 Required 1

Pre-announcement Price (8/2/2015) $3.00 $9.4 —14.9 NEG NEG 3.1 Current Trading Price (11/13/2015) $6.00 18.8 100.0% -$5.5 NEG NEG 6.3 Offer Price: $8.75 27.4 191.7% 3.1 0.04x NEG 9.1 $8.90 27.8 196.7% 3.5 0.05x NEG 9.3 $9.05 28.3 201.7% 4.0 0.06x NEG 9.5 $9.20 28.8 206.7% 4.5 0.07x NEG 9.6 $9.35 29.2 211.7% 4.9 0.07x NEG 9.8 $9.50 29.7 216.7% 5.4 0.08x NEG 9.9 $9.65 30.2 221.7% 5.9 0.09x NEG 10.1 $9.80 30.6 226.7% 6.3 0.09x NEG 10.2 $9.95 31.1 231.7% 6.8 0.10x NEG 10.4 $10.10 31.6 236.7% 7.3 0.11x NEG 10.6 $10.25 32.1 241.7% 7.8 0.11x NEG 10.7 $10.40 32.5 246.7% 8.2 0.12x NEG 10.9 $10.55 33.0 251.7% 8.7 0.13x NEG 11.0

Additional Investment Required per Selected Price Movements

Per Share Additional Investment Price Movement (US$ millions)

$0.10 $0.1

$0.25 $0.3

$0.50 $0.5

$0.75 $0.8

$1.00 $1.0

Source: Company Filings, Capital IQ

Note:

1. Based on 3,127,503 outstanding shares as of 11/12/2015, per Company management Draft – for discussion only

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Project Orchid

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

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 $28.00 171% 4 Low $0.16 -17% 1

Mean $8.85 11% 1 Median $6.87 3% 1

Source: Public filings, Capital IQ

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

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Historical Income Statement

(dollars in millions)

Fiscal Year Ended March 31, LTM 2013 2014 2015 6/30/15

Revenues, Net $66.8 $62.7 $78.0 $68.7 Cost of Sales (Goods Sold) (56.9) (58.0) (74.9) (66.2) Gross Profit $10.0 $4.7 $3.2 $2.5 Operating Expenses: Selling, General & Administrative (12.4) (13.1) (12.4) (13.0) Total Operating Expenses ($12.4) ($13.1) ($12.4) ($13.0) Operating Income ($2.4) ($8.5) ($9.3) ($10.5) Interest (Expense) 0.0 0.0 0.0 0.0 Interest Income 1.5 0.7 0.4 0.5 Other Income (Expense) 0.6 2.4 2.1 2.4 Nonrecurring Gain (Loss) 0.0 0.0 0.0 0.0 Pre-tax Income (Loss) ($0.3) ($5.4) ($6.7) ($7.5) Income (Taxes) Credit 0.8 0.3 0.2 0.3 Non-controlling Interest 0.0 0.0 0.0 (0.0) Net Income (Loss), Continuing Operations $0.5 ($5.1) ($6.5) ($7.2) Extraordinary Gain (Loss) (2.6) (5.5) 0.0 0.0 Net Income (Loss) ($2.1) ($10.7) ($6.5) ($7.2)

Source: Company public filings

LTM refers to the most recently completed twelve month period for which financial information has been made public

Draft – for discussion only

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Project Orchid

Historical Balance Sheet

(dollars in millions)

As of March 31, As of 2013 2014 2015 6/30/15 Assets

Current Assets:

Cash and Cash Equivalents $32.4 $22.8 $14.5 $9.4 Time Deposits 0.0 11.3 12.6 18.7 Restricted Cash 14.6 4.0 9.9 4.6 Available-for-Sale Investments 0.0 1.1 0.0 0.0 Accounts and Bills Receivable, net 19.7 21.2 20.5 25.7 Inventories 5.4 7.2 6.4 7.9 Prepaid Expenses 0.2 0.1 0.1 0.1 Deposits and other Assets 5.0 2.5 3.8 3.1 Amount due from a Related Party 0.0 0.0 0.0 0.0 Total Current Assets $77.3 $70.2 $67.8 $69.5 Fixed Assets: Leasehold Improvements and Buildings $28.5 $33.0 $33.0 $33.0 Plant and Machinery 35.5 28.1 28.5 28.6 Moulds 0.4 0.6 0.8 0.8 Transportation Equipment 1.6 1.5 1.5 1.5 Furniture, Fixtures and Equipment 5.9 4.5 4.6 5.0 Construciton in Progress 2.3 1.3 1.6 1.3 Less: Accumulated Depreciation 47.6 42.7 45.9 46.8 Net Fixed Assets $26.5 $26.3 $24.2 $23.4 Land Use Rights, Net 3.0 2.9 2.8 2.8 Deferred Tax Assets 0.0 0.0 0.0 0.0 Available-for-Sale Investments 1.0 0.0 0.0 0.0 Deposits Paid for Purchase of PP&E 0.3 0.2 0.2 0.2 Total Assets $108.2 $99.7 $95.0 $95.9

(dollars in millions)

As of March 31, As of 2013 2014 2015 6/30/15 Liabilities & Stockholders’ Equity

Current Liabilities:

Accounts & Bills Payable $7.1 $12.5 $14.2 $18.9 Short Term Bank Loans 4.8 7.3 6.8 4.3 Customer Deposits 1.3 1.1 1.3 1.4 Accrued Salaries, Allowances and Other Employee Benefits 4.4 3.0 3.1 3.1 Other Accrued Liabilities 9.6 5.7 6.3 5.8 Income Tax Payable 4.7 4.2 4.0 4.0 Total Current Liabilities $32.0 $33.9 $35.7 $37.6 Deferred Taxes Liabilities 0.005 0.005 0.000 0.000 Total Liabilities $32.0 $33.9 $35.7 $37.6 Stockholders’ Equity: Common Stock $0.1 $0.1 $0.1 $0.1 Paid-in Capital 85.1 85.1 85.1 85.1 Statutory Reservcs 1.2 1.3 1.3 1.3 Accumulated Deficit (15.9) (26.6) (33.0) (34.0) Accumulated Other Comprehensive Income 10.7 10.9 10.8 10.8 Less: Treasury Stock 4.7 4.7 4.7 4.7 Minority Interest (0.3) (0.4) (0.4) (0.5) Net Stockholders’ Equity $76.3 $65.8 $59.3 $58.3 Total Liabilities & Stockholders’ Equity $108.2 $99.7 $95.0 $95.9

Source: Company public filings

Draft – for discussion only

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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 materials with 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 All the relevant budgets, party projections, or are derived estimates, from financial such budgets, analyses, projections, reports and estimates, other information financial analyses, with respect reports to operations and other (including information estimates or from of other potential sources, cost which savings involve and expenses) numerous reflected and significant in the materials subjective have determinations been prepared made by by management management of those of the actually relevant achieved party and/or may which be material. such management Houlihan Lokey has reviewed has relied and upon, found with reasonable. the consent The of budgets, the Committee, projections representations and estimates made contained by management in the materials of Company may or may that such not be budgets, achieved projections and differences and estimates between have projected been results reasonably and expresses prepared in no good opinion faith with on bases respect reflecting to such budgets, the best projections currently available or estimates estimates or the and assumptions judgments on of which such management they are based. (or, The with scope respect of the to financial information analysis obtained contained from public herein sources, is based represent on discussions reasonable with the estimates), Company and (including, Houlihan without Lokey purpose. limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular 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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