MIRA INFORM REPORT

Report Date :

22.12.2012

IDENTIFICATION DETAILS

Name :	GIVAUDAN FRAGRANCES (SHANGHAI) LTD.
Formerly Known As :	Shanghai Givaudan Ltd.
Registered Office :	No. 298, Lishizhen Road, Zhangjiang High-Tech Park, Pudong New District, Shanghai, 201200 Pr
Country :	China
Financials (as on) :	31.12.2011
Date of Incorporation :	22.11.1995
Com. Reg. No.:	310115400032722
Legal Form :	Wholly Foreign-Owned Enterprise
Line of Business :	manufacturing and selling fragrances and flavors
No. of Employees :	214 employees

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Satisfactory
Payment Behaviour :	No Complaints
Litigation :	Clear

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30^th, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
China	A2	A2

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

china - ECONOMIC OVERVIEW

Since the late 1970s China has moved from a closed, centrally planned system to a more market-oriented one that plays a major global role - in 2010 China became the world's largest exporter. Reforms began with the phasing out of collectivized agriculture, and expanded to include the gradual liberalization of prices, fiscal decentralization, increased autonomy for state enterprises, creation of a diversified banking system, development of stock markets, rapid growth of the private sector, and opening to foreign trade and investment. China has implemented reforms in a gradualist fashion. In recent years, China has renewed its support for state-owned enterprises in sectors it considers important to "economic security," explicitly looking to foster globally competitive national champions. After keeping its currency tightly linked to the US dollar for years, in July 2005 China revalued its currency by 2.1% against the US dollar and moved to an exchange rate system that references a basket of currencies. From mid 2005 to late 2008 cumulative appreciation of the renminbi against the US dollar was more than 20%, but the exchange rate remained virtually pegged to the dollar from the onset of the global financial crisis until June 2010, when Beijing allowed resumption of a gradual appreciation. The restructuring of the economy and resulting efficiency gains have contributed to a more than tenfold increase in GDP since 1978. Measured on a purchasing power parity (PPP) basis that adjusts for price differences, China in 2010 stood as the second-largest economy in the world after the US, having surpassed Japan in 2001. The dollar values of China's agricultural and industrial output each exceed those of the US; China is second to the US in the value of services it produces. Still, per capita income is below the world average. The Chinese government faces numerous economic challenges, including: (a) reducing its high domestic savings rate and correspondingly low domestic demand; (b) sustaining adequate job growth for tens of millions of migrants and new entrants to the work force; (c) reducing corruption and other economic crimes; and (d) containing environmental damage and social strife related to the economy's rapid transformation. Economic development has progressed further in coastal provinces than in the interior, and by 2011 more than 250 million migrant workers and their dependents had relocated to urban areas to find work. One consequence of population control policy is that China is now one of the most rapidly aging countries in the world. Deterioration in the environment - notably air pollution, soil erosion, and the steady fall of the water table, especially in the North - is another long-term problem. China continues to lose arable land because of erosion and economic development. The Chinese government is seeking to add energy production capacity from sources other than coal and oil, focusing on nuclear and alternative energy development. In 2010-11, China faced high inflation resulting largely from its credit-fueled stimulus program. Some tightening measures appear to have controlled inflation, but GDP growth consequently slowed to near 9% for 2011. An economic slowdown in Europe is expected to further drag Chinese growth in 2012. Debt overhang from the stimulus program, particularly among local governments, and a property price bubble challenge policy makers currently. The government's 12th Five-Year Plan, adopted in March 2011, emphasizes continued economic reforms and the need to increase domestic consumption in order to make the economy less dependent on exports in the future. However, China has made only marginal progress toward these rebalancing goals.

Source : CIA

Company name & address

GIVAUDAN FRAGRANCES (SHANGHAI) LTD.

NO. 298, LISHIZHEN ROAD, ZHANGJIANG HIGH-TECH PARK,

PUDONG NEW DISTRICT, SHANGHAI, 201200 PR CHINA

TEL: 86 (0) 21-28931300/28931290 FAX: 86 (0) 21-50801000/50800774

EXECUTIVE SUMMARY

INCORPORATION DATE : NOV. 22, 1995

REGISTRATION NO. : 310115400032722

REGISTERED LEGAL FORM : WHOLLY FOREIGN-OWNED ENTERPRISE

CHIEF EXECUTIVE : MR. HELGE HEINRICH STOBBE (CHAIRMAN)

STAFF STRENGTH : 214

REGISTERED CAPITAL : USD 7,750,000

BUSINESS LINE : MANUFACTURING and trading

TURNOVER : cny 1,195,900,000 (AS OF DEC. 31, 2011)

EQUITIES : cny 299,800,000 (AS OF DEC. 31, 2011)

PAYMENT : AVERAGE

MARKET CONDITION : COMPETITIVE

FINANCIAL CONDITION : fairly good

OPERATIONAL TREND : steady

GENERAL REPUTATION : WELL-KNOWN

EXCHANGE RATE : CNY 6.237 = USD 1

Adopted abbreviations:

ANS - amount not stated

NS - not stated

SC - subject company (the company inquired by you)

NA - not available

CNY - China Yuan Ren Min Bi

Note: the given fax no. “86 0 21 80801000” is not correct.

SC was registered as a Chinese-foreign equity joint venture enterprise at local Administration for Industry & Commerce (AIC - The official body of issuing and renewing business license) on Nov. 22, 1995 and has been under present legal form since April 23, 2003.

Company Status: Wholly foreign-owned enterprise

This form of business in PR China is defined as a legal person. It is a limited co. established within the territories of PR China with capital provided totally by the foreign investors. More than one foreign investors may jointly invest in a wholly foreign-owned enterprise. The investing party/parties solely exercise management, reap profit and bear risks and liabilities by themselves. This form of companies usually have a limited duration is extendible upon approval of Examination and Approval Authorities.

SC’s registered business scope includes manufacturing daily-use essence, edible essence compound and perfume products; selling self-made products; wholesaling, importing and exporting the same kind commodities with above products and their commission agent (excluding auction); relative assistance consulting and technology consulting; researching and developing technology, transferring self-owned technology (with permit if needed).

SC is mainly engaged in manufacturing and selling fragrances and flavors.

Mr. Helge Heinrich Stobbe is the legal representative, chairman and general manager of SC at present.

SC is known to have approx. 214 employees at present.

SC is currently operating at the above stated address, and this address houses its operating office and factory in the high-tech park of Shanghai. SC’s accountant refused to release the detailed information of the area.

http://www.givaudan.com/ The website belongs to SC’s parent company Givaudan S.A. The design is professional and the content is well organized. At present it is in English version.

Changes of its registered information are as follows:

Date of change	Item	Before the change	After the change
1999-02-23	Registered capital	USD 4,250,000	Present amount
2000-03-09	Company name	Shanghai Givaudan Roure Ltd.	Shanghai Givaudan Ltd.
	Legal representative	William Keller	Nicholas J. T Wong
2003-04-23	Legal form	Chinese-foreign equity joint venture enterprise	Present one
	Shareholders and Shareholdings	Shanghai Sunve Pharmaceutical Co., Ltd. 15% Givaudan S.A. 85%	Present one
2009-03-03	Company name	Shanghai Givaudan Ltd.	Present one
Unknown	Legal representative	Nicholas J. T Wong	Present one

MAIN SHAREHOLDER:

Name % of Shareholding

Givaudan S.A. (Switzerland) 100

Givaudan is one of the most respected companies in the fragrance and flavor industry. Its rich heritage dates back to 1796, making it the first company to establish itself as a creator of tastes and scents.

Add.: 5, chemin de la parfumerie 1214 Vernier Switzerland

Tel: +41 22 780 9111

Fax: +41 22 780 9150

Web: http://www.givaudan.com/

Legal representative, chairman and general manager:

Mr. Helge Heinrich Stobbe, German. He is currently responsible for the overall management of SC.

Working Experience(s):

At present Working in SC as legal representative, chairman and general manager.

Also working in Givaudan Specialty Products (Shanghai) Ltd. as legal representative and Givaudan Fragrances (Shanghai) Ltd. Guangzhou Branch as principal.

Note: the given contact person “Mr. NICHOLAS J T WONG” was SC’s former legal representative, chairman and general manager, and according to SC’s accountant Ms. Pan, he doesn’t hold any position in SC at present.

SC is mainly engaged in manufacturing and selling fragrance and flavor.

SC’s products mainly include: daily-use essence, edible essence compound, perfume products, etc.

SC sources its materials 70% from domestic market and 30% from the overseas markets. SC sells 40% of its products in domestic market and 60% to the overseas markets.

The buying terms of SC include Check, T/T, L/C and Credit of 30-60 days. The payment terms of SC include T/T, L/C and Credit of 30-60 days.

Note: SC’s management declined to release its main clients and suppliers.

SC is known to have the following branches:

Givaudan Fragrances (Shanghai) Ltd. Beijing Branch

======================================

Incorporation date: May 24, 2007

Registration no.: 110000450011479

Principal: Wang Yizhen

Tel: 86-10-65812973

Fax: 86-10-65811980

Givaudan Fragrances (Shanghai) Ltd. Guangzhou Branch

=========================================

Incorporation date: Sep. 12, 2006

Registration no.: 440101400090497

Principal: Helge Heinrich Stobbe

Tel: 86-20-83634801

Fax: 86-20-83633913

According to the website: http://www.givaudan.com/

Givaudan Specialty Products (Shanghai) Ltd.

==================================

Incorporation date: June 14, 1995

Registration no.: 310000400116246

Registered capital: USD 12,000,000

Legal rep.: Helge Heinrich Stobbe

Legal form: Wholly foreign-owned enterprise

Add: No. 210, Jiangtian East Road, Songjiang Development Zone, Shanghai

Tel: 86-21-57746899

Fax: 86-21-57746392

Givaudan Flavors (Shanghai) Ltd.

==============================

Incorporation date: Feb. 18, 2004

Registration no.: 310115400143075

Registered capital: USD 10,782,500

Legal rep.: Chow Kit Chai

Legal form: Wholly foreign-owned enterprise

Add: No. 668, Jingye Road, Jin Qiao Export Area, Pudong New District, Shanghai

Tel: 86-21-28937668

Fax: 86-21-5838 0580

Etc.

Overall payment appraisal:

( ) Excellent ( ) Good (X) Average ( ) Fair ( ) Poor ( ) Not yet determined

The appraisal serves as a reference to reveal SC's payments habits and ability to pay. It is based on the 3 weighed factors: Trade payment experience (through current enquiry with SC's suppliers), our delinquent payment and our debt collection record concerning SC.

Trade payment experience: SC did not provide any name of trade/service suppliers and we have no other sources to conduct the enquiry at present.

Delinquent payment record: None in our database.

Debt collection record: No overdue amount owed by SC was placed to us for collection within the last 6 years.

China Construction Bank Shanghai Pudong Branch Zhangjiang Sub-branch

AC#3100523211055634167

Relationship: Normal.

Balance Sheet

Unit: CNY’000

	as of Dec. 31, 2010	as of Dec. 31, 2011
Cash & bank	46,570	127,540
Notes receivable	42,890	49,650
Inventory	135,940	183,680
Accounts receivable	168,510	295,800
Advances to suppliers	50	0
Short-term investments	6,020	0
Prepaid expenses	20	40
Other receivables	7,520	4,060
Other current assets	0	0
	------------------	------------------
Current assets	407,520	660,770
Long-term investments	0	0
Fixed assets net value	89,760	94,870
Projects under construction	5,400	0
Intangible assets	9,440	9,170
Other assets	0	0
	------------------	------------------
Total assets	512,120	764,810
	=============	=============
Short loans	85,980	202,660
Accounts payable	141,040	206,110
Advances from customers	580	4,130
Employee payable	8,110	4,070
Taxes payable	12,230	5,650
Accrued expenses	8,980	7,850
Other accounts payable	29,790	34,540
Other current liabilities	0	0
	-----------------	-----------------
Current liabilities	286,710	465,010
Long term liabilities	0	0
	------------------	------------------
Total liabilities	286,710	465,010
Shareholders equities	225,410	299,800
	------------------	------------------
Total liabilities & equities	512,120	764,810
	=============	=============

Income Statement

Unit: CNY’000

	as of Dec. 31, 2011
Turnover	1,195,900
Cost of goods sold	865,570
Taxes and additional of main operation	700
Income from other operation	1,270
Sales expense	50,690
Management expense	187,240
Finance expense	5,170
Non-operating income	400
Non-operating expense	1,180
Profit before tax	87,020
Less: profit tax	12,630
Net profit	74,390

Important Ratios

=============

	as of Dec. 31, 2010	as of Dec. 31, 2011
*Current ratio	1.42	1.42
*Quick ratio	0.95	1.03
*Liabilities to assets	0.56	0.61
*Net profit margin (%)	/	6.22
*Return on total assets (%)	/	9.73
*Inventory /Turnover ×365	/	57 days
*Accounts receivable/Turnover ×365	/	91 days
*Turnover/Total assets	/	1.56
* Cost of goods sold/Turnover	/	0.72

PROFITABILITY: FAIRLY GOOD

l The turnover of SC appears good in its line in 2011.

l SC’s net profit margin is fairly good in 2011.

l SC’s return on total assets is fairly good in 2011.

l SC’s cost of goods sold is average, comparing with its turnover.

LIQUIDITY: AVERAGE

l The current ratio of SC is maintained in a normal level in both years.

l SC’s quick ratio is maintained in a normal level in both years.

l The inventory of SC appears average in both years.

l The accounts receivable of SC appears average in 2010 but fairly large in 2011.

l The short-term loan of SC appears average in 2010 but fairly large in 2011.

l SC’s turnover is in an average level in 2011, comparing with the size of its total assets.

LEVERAGE: FAIRLY GOOD

l The debt ratio of SC is average.

l The risk for SC to go bankrupt is low.

Overall financial condition of the SC: Fairly good.

SC is considered medium-sized in its line with fairly good financial conditions. The large amount of accounts receivable and short loans could be a threat to SC’s financial condition.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.55.07
UK Pound	1	Rs.89.54
Euro	1	Rs.72.77

INFORMATION DETAILS

Report Prepared by :

MNL

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
----	NB	New Business	----

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.