MIRA INFORM REPORT

Report Date :

31.10.2013

IDENTIFICATION DETAILS

Name :	CLEARWATER CAPITAL PARTNERS HONG KONG LTD.
Registered Office :	Unit 3205 - 3208, 32/F., 9 Queen’s Road Central
Country :	Hong Kong
Date of Incorporation :	30.01.2002
Legal Form :	Private Limited Company.
Line of Business :	Subject is engaged in Investment Consultant.
No. of Employees :	15

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 :	Good
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 – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
Hong Kong	A2	A2

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

HONG KONG - ECONOMIC OVERVIEW

Hong Kong has a free market economy, highly dependent on international trade and finance - the value of goods and services trade, including the sizable share of re-exports, is about four times GDP. Hong Kong levies excise duties on only four commodities, namely: hard alcohol, tobacco, hydrocarbon oil, and methyl alcohol. There are no quotas or dumping laws. Hong Kong's open economy left it exposed to the global economic slowdown that began in 2008. Although increasing integration with China, through trade, tourism, and financial links, helped it to make an initial recovery more quickly than many observers anticipated, it again faces a possible slowdown as exports to the Euro zone and US slump. The Hong Kong government is promoting the Special Administrative Region (SAR) as the site for Chinese renminbi (RMB) internationalization. Hong Kong residents are allowed to establish RMB-denominated savings accounts; RMB-denominated corporate and Chinese government bonds have been issued in Hong Kong; and RMB trade settlement is allowed. The territory far exceeded the RMB conversion quota set by Beijing for trade settlements in 2010 due to the growth of earnings from exports to the mainland. RMB deposits grew to roughly 9.1% of total system deposits in Hong Kong by the end of 2012, an increase of 59% from the previous year. The government is pursuing efforts to introduce additional use of RMB in Hong Kong financial markets and is seeking to expand the RMB quota. The mainland has long been Hong Kong's largest trading partner, accounting for about half of Hong Kong's exports by value. Hong Kong's natural resources are limited, and food and raw materials must be imported. As a result of China's easing of travel restrictions, the number of mainland tourists to the territory has surged from 4.5 million in 2001 to 34.9 million in 2012, outnumbering visitors from all other countries combined. Hong Kong has also established itself as the premier stock market for Chinese firms seeking to list abroad. In 2012 mainland Chinese companies constituted about 46.6% of the firms listed on the Hong Kong Stock Exchange and accounted for about 57.4% of the Exchange's market capitalization. During the past decade, as Hong Kong's manufacturing industry moved to the mainland, its service industry has grown rapidly. Growth slowed to 5% in 2011, and less than 2% in 2012. Credit expansion and tight housing supply conditions caused Hong Kong property prices to rise rapidly and inflation to rise 4.1% in 2012. Lower and middle income segments of the population are increasingly unable to afford adequate housing. Hong Kong continues to link its currency closely to the US dollar, maintaining an arrangement established in 1983

Source : CIA

Company name and address

CLEARWATER CAPITAL PARTNERS HONG KONG LTD.

ADDRESS: Unit 3205 - 3208, 32/F., 9 Queen’s Road Central, Hong Kong.

PHONE: 852-2536 0966

FAX: 852-3713 4800

MANAGEMENT

Managing Director: Mr. Robert D Petty

SUMMARY

Incorporated on: 30th January, 2002.

Organization: Private Limited Company.

Capital: Nominal:HK$500,000.00

Issued: HK$300.00

Business Category: Investment Consultant.

Employees: 15.

Main Dealing Banker: The Hongkong & Shanghai Banking Corp. Ltd., Hong Kong.

Banking Relation: Satisfactory.

ADDRESS

Registered Head Office:-

Unit 3205 - 3208, 32/F., 9 Queen’s Road Central, Hong Kong.

Holding Company:-

Clearwater Capital Partners LLC, USA.

Associated Companies:-

Clearwater Capital Partners India Pvt. Ltd., India.

Clearwater Capital Partners Singapore Pte. Ltd., Singapore.

Dolphin Offshore Enterprises (India) Ltd., India.

BUSINESS REGISTRATION NUMBER

32354962

COMPANY FILE NUMBER

0784425

MANAGEMENT

Managing Director: Mr. Robert D Petty

CAPITAL

Nominal Share Capital: HK$500,000.00 (Divided into 500,000 shares of HK$1.00 each)

Issued Share Capital: HK$300.00

SHAREHOLDER: (As per registry dated 30-01-2013)

Name	No. of shares
Clearwater Capital Partners, LLC 485 Madison Avenue, 18/F., New York, NY 10022, U.S.A.	300 ===

DIRECTORS: (As per registry dated 01-07-2013)

Name (Nationality)	Address
Robert D. PETTY	Flat A, 3/F., Hau Yuen, 51 Shouson Hill Road, Shouson Hill, Hong Kong.
Amit GUPTA	2 Avery Street, Apartment 32C, Boston, MA-02111 U.S.A.

SECRETARY: (As per registry dated 03-09-2013)

Name	Address	Co. No.
Tricor Firmley Ltd.	Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.	0215295

HISTORY

The subject was incorporated on 30th January, 2002 as a private limited liability company under the Hong Kong Companies Ordinance.

The subject formally registered its Chinese name on 30th April, 2005.

Apart from these, neither material change nor amendment has been ever traced and noted.

OPERATIONS

Activities & Lines: Investment Consultant.

Employees: 15.

Business Territories: Asia, Europe, North America, etc.

Terms/Services: As per contracted.

Terms/Buying: Various terms.

FINANCIAL INFORMATION

Nominal Share Capital: HK$500,000.00 (Divided into 500,000 shares of HK$1.00 each)

Issued Share Capital: HK$300.00

Profit or Loss: Making a small profit every year.

Condition: Keeping in a satisfactory manner.

Facilities: Making rather active use of general banking facilities.

Payment: Met trade commitments as required.

Commercial Morality: Satisfactory.

Banker: The Hongkong & Shanghai Banking Corp. Ltd., Hong Kong.

Standing: Good.

GENERAL

Having issued 300 ordinary shares of HK$1.00 each, Clearwater Capital Partners Hong Kong Ltd. is a wholly owned subsidiary of Clearwater Capital Partners, LLC [CCP] which is a USA-based firm.

The Managing Director of the subject Mr. Robert D Petty is an American. He is a Hong Kong ID Card holder and has got the right to reside in Hong Kong permanently. He is also one of the directors of the subject.

The subject is one of the members of the CCP group of companies. It is engaged in the same lines of business as CCP.

CCP is an investment firm founded in December 2001 to invest in special situations and distressed or otherwise undervalued assets and securities located in Asia, excluding Japan (the “Asia Region”). The Firm currently manages approximately US$2 billion of assets and is led by its founding partners Robert Petty and Amit Gupta.

CCP combines the disciplines of fundamental credit investing and private equity value creation to capitalize on what it perceives to be a historic opportunity for special situations investing in the Asia Region. With a US$23 trillion emerging market Asia debt market, there is a massive imbalance in the current supply and demand of capital. The deleveraging of hedge funds, proprietary desks and OECD banks has resulted in a significant decrease in the number of players with capital available for investment in the region.

CCP’s investment strategy is to leverage its distinct advantages in due diligence and execution capabilities across local currencies, languages and jurisdictions to build a diversified, cash generative and non-correlating portfolio of special situation investments and distressed or otherwise undervalued assets and securities located in the Asia Region.

CCP’s portfolio consists primarily of public and private debt, equity or other instruments issued by financially distressed or stressed enterprises in Asian credit markets. Its investment strategy is focused on building diversified holdings of non-correlated, cash-generating instruments that provide natural exits and are sourced from niche segments of the region’s distressed market, where borrowers have demonstrated an ability and willingness to pay creditors.

CCP’s investment team engages in unique hands-on balance sheet restructuring and operational turnarounds of companies. With an experienced team across multiple jurisdictions, CCP has the necessary expertise to source deals, successfully execute across the Asia Region and implement timely exit strategies.

CCP’s investment portfolios are composed largely of credit and other investment instruments procured as a result of the firm’s ongoing focus on primary economies across the Asia region – India, South Korea, China and Australia, as well as Southeast Asia (e.g., Indonesia, Thailand, Malaysia and the Philippines).

CCP has over 70 employees, which includes 30 investment professionals, in six major offices located in Hong Kong, Singapore, Mumbai, Seoul, Beijing and New York. Collectively, CCP’s professionals represent 18 nationalities and speak 21 languages.

The subject’s business is normal in Hong Kong.

As the history of the subject is over 13 years and nine months in Hong Kong, on the whole, consider it good for normal business engagements.

REMARKS

Brief personal profile of the directors of the subject:

Robert D. PETTY is a co-founder and Managing Partner of CCP and is a member of the firm’s Investment and Management Committees. Since founding CCP in 2001, Mr. Petty and his partner Amit Gupta have utilized their backgrounds in credit-oriented investment strategies and invested profitably across cycles, sectors and geographies building an Asia-focused business that today is one of the largest credit investing firms in the region. Over his nearly 30-year career, Mr. Petty has focused on investing in Asia-dedicated special situations and credit investments, including turnarounds, restructurings, stressed credits and distressed-for-control transactions. Mr. Petty’s principal responsibilities encompass portfolio management, origination and overall management of CCP. Prior to founding CCP, Mr. Petty held senior positions at Amroc Investments LLC, Peregrine Fixed Income Ltd. and was with Lehman Brothers Holdings, Inc. for thirteen years.

Amit GUPTA is a co-founder and Partner of CCP and a member of the firm’s Investment and Management Committees. Mr. Gupta’s principal responsibilities include credit research, due diligence, analysis and valuation. Throughout his nearly 20-year investment career, Mr. Gupta has been on the forefront of credit analysis and deal execution in Asia. Mr. Gupta leads CCP’s team of 30 investment professionals based in Hong Kong, Mumbai and Seoul who analyze and perform deep due diligence on a robust pipeline of distressed and stressed instruments, ranging from pools and portfolios to financial restructurings and operational turnarounds in the Asian region. Prior to founding CCP in 2001, Mr. Gupta garnered experience while holding positions at Goldman Sachs (Asia) LLC where he was an Executive Director, at Peregrine Fixed Income Ltd. and at ICICI Ltd.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.61.49
UK Pound	1	Rs.98.71
Euro	1	Rs.84.49

INFORMATION DETAILS

Report Prepared by :

NIS

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%)

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