EX-99.(C)(2) 3 sc13e3a1ex99c2_acorn.htm EXHIBIT 99.(C)(2)

Exhibit 99(C)(2)

 

Acorn International, Inc. Fairness Analysis Presented to the Special Committee of Independent Directors October 10, 20 20 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is fu rnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of Duff & Phelps, LL C a nd its affiliates. CONFIDENTIAL

 

2 CONFIDENTIAL Duff & Phelps Disclaimer • The following pages contain materials that are being provided by Duff & Phelps, LLC (“ Duff & Phelps ”) to the special committee of independent directors (the “ Special Committee ”) of the board of directors (the “ Board of Directors ”) (solely in its capacity as the Special Committee) of Acorn International, Inc . (“ Acorn ” or the “ Company ”) in the context of a meeting of the Special Committee held to consider the Proposed Transaction (as defined herein) . • The accompanying materials are, and any Opinion (as defined herein) will be, compiled and presented on a confidential basis, solely for the use and benefit of the Special Committee in connection with its evaluation of the Proposed Transaction and may not be, in whole or in part, distributed to any other party, publicly disclosed, or relied upon for any other purpose without the prior written consent of Duff & Phelps or as otherwise provided in the engagement letter among Duff & Phelps, the Company, and the Special Committee . • Because these materials were prepared for use in the context of an oral presentation to the Special Committee, whose members are familiar with the business and affairs of the Company, neither Duff & Phelps nor any of its respective legal or financial advisors or accountants, take any responsibility for the accuracy or completeness of any of the accompanying materials if used by persons other than the Special Committee . • These materials are not intended to represent an Opinion and shall not be treated, construed, used or relied upon in any way as an Opinion . These materials are intended to serve as discussion materials for the Special Committee and as a summary of the basis upon which Duff & Phelps may render an Opinion, and are incomplete without reference to, and should be viewed solely in conjunction with, the discussion between Duff & Phelps and the Special Committee . • The accompanying material does not, and any Opinion provided by Duff & Phelps would not : (i) address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction ; (ii) constitute a recommendation as to how the Special Committee, the Board of Directors or any other person (including security holders of the Company) should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction ; or (iii) create any fiduciary duty on the part of Duff & Phelps to any party . • The information utilized in preparing this presentation was obtained from the Company and from public sources under the assumption that they are complete and accurate as of the date of provision . Duff & Phelps did not independently verify such information . Any estimates and forecasts contained herein have been prepared by or are based on discussions with the senior management of the Company and involve numerous and significant subjective determinations, which may or may not prove to be correct . No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation or warranty, whether as to the past or the future . • No selected company or selected transaction used in our analysis is directly comparable to the Company or the Proposed Transaction .

 

3 CONFIDENTIAL Table of Contents 1. Introduction and Transaction Overview 2. Valuation Analysis – Discounted Cash Flow Analysis – Selected Public Companies / M&A Transactions Analysis

 

Introduction and Transaction Overview Section 01

 

5 CONFIDENTIAL Introduction and Transaction Overview The Engagement • Duff & Phelps was retained by the Company to serve as independent financial advisor to the Special Committee (solely in its capacity as such) . • Specifically, Duff & Phelps has been asked to provide an opinion (the “ Opinion ”) as to the fairness, from a financial point of view, to (i) the holders of ordinary shares, par value US $ 0 . 01 per share, of the Company (each, a “ Share ” or, collectively, the “ Shares ”), other than the Excluded Shares (as defined below), and (ii) the holders of American Depositary Shares of the Company, each representing twenty Shares (each, an “ ADS ” and collectively, “ ADSs ”), other than ADSs representing the Excluded Shares, of the Merger Consideration (as defined below) to be received by such holders in the Proposed Transaction (as defined below) (without giving effect to any impact of the Proposed Transaction on any particular holder of Shares or ADSs other than in its capacity as a holder of Shares or ADSs) . The Proposed Transaction • It is Duff & Phelps’ understanding that the Company, First Ostia Port Ltd . , a Cayman Islands exempted company (the “ Controlling Shareholder ”), and Second Actium Coin Ltd . , a Cayman Islands exempted company all of the outstanding shares of which are owned by the Controlling Shareholder (“ Merger Sub ”), propose to enter into an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, the latest draft of which Duff & Phelps has reviewed is dated October 8 , 2020 . • Pursuant to the Merger Agreement, among other things, Merger Sub will be merged with and into the Company and the separate corporate existence of Merger Sub will cease, with the Company surviving the merger . In connection with such merger, (i) each Share, including Shares represented by ADSs, issued and outstanding (other than the Excluded Shares) shall be cancelled in exchange for the right to receive US $ 1 . 05 in cash per Share without interest (the “ Per Share Merger Consideration ”) and (ii) each ADS issued and outstanding (other than ADSs representing the Excluded Shares) shall represent the right to receive US $ 21 . 00 in cash per ADS without interest (the “ Per ADS Merger Consideration ”, and together with the Per Share Merger Consideration, the “ Merger Consideration ”) (collectively, the “ Proposed Transaction ”) . • The terms and conditions of the Proposed Transaction are more fully set forth in the Merger Agreement . • For purposes of the Opinion, (i) “ Excluded Shares ” shall mean, collectively, (a) Shares owned by any of the Controlling Shareholder, Merger Sub or any other direct or indirect wholly owned Subsidiary of the Company, or the Controlling Shareholder, and in each case not held on be half of third parties, and (b) Shares owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pu rsuant to Section 238 of the Cayman Companies Law; and (ii) “ Subsidiary ” and “ Cayman Companies Law ” shall have the meanings set forth in the Merger Agreement.

 

6 CONFIDENTIAL Introduction and Transaction Overview Scope of Analysis Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances . Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular . Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its analysis included, but were not limited to, the items summarized below : 1. Reviewed the following documents : - The Company’s annual reports and audited financial statements on Form 20 - F filed with the Securities and Exchange Commission (the “ SEC ”) for the years ended December 31 , 2016 through December 31 , 2019 and the Company’s unaudited interim financial statements for the six months ended June 30 , 2018 , June 30 , 2019 and June 30 , 2020 included in the Company’s Form 6 - K filed with the SEC ; - Unaudited segment financial information for the Company for the years ended December 31 , 2017 through December 31 , 2019 and for the six months ended June 30 , 2018 , June 30 , 2019 and June 30 , 2020 , provided by the management of the Company ; - Information regarding the Company’s investments in Shanghai Yimeng Software Technology Co . , Ltd . (the “ Yimeng Investments ”), including, among other information, the unaudited book value recorded by the Company as of June 30 , 2020 and recent sale transaction details, provided by the management of the Company ; - A detailed financial projection model for the Company for the years ending December 31 , 2020 through December 31 , 2024 , prepared and provided to Duff & Phelps by the management of the Company, upon which Duff & Phelps has relied, with the Company’s and the Special Committee’s consent, in performing its analysis (collectively, the “ Management Projections ”) ; - Other internal documents relating to the history, past and current operations, financial conditions, and probable future outlook of the Company, provided to Duff & Phelps by the management of the Company ; - A letter dated October 7 , 2020 from the management of the Company, which made certain representations as to certain historical financial information for the Company, the Yimeng Investments, the Management Projections and the underlying assumptions of such projections (the “ Management Representation Letter ”) ; and - Documents related to the Proposed Transaction, including a draft of the Merger Agreement dated October 8 , 2020 ; 2. Discussed the information referred to above and the background and other elements of the Proposed Transaction with the management of the Company ; 3. Discussed with the management of the Company its plans and intentions with respect to the management and operation of the Company’s business ; 4. Reviewed the historical trading price and trading volume of the ADSs and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant ; 5. Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, and an analysis of selected transactions that Duff & Phelps deemed relevant ; and 6. Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate .

 

7 CONFIDENTIAL Introduction and Transaction Overview Ownership Summary Ownership Source: SEC filings, Capital IQ, the management of the Company Notes: (1) Each ADS represents 20 ordinary shares (2) Shares outstanding provided by the management of the Company Acorn International, Inc. - Ownership % of Current Shareholders Ordinary Shares (1) ADS Equivalent Ownership Buyer Group Robert W. Roche (Co-Founder & Executive Chairman) and his affiliates 38,967,937 1,948,397 75.8% Buyer Group 38,967,937 1,948,397 75.8% Management and Insiders Edward J. Roche, Jr. 1,751,760 87,588 3.4% Jacob A. Fisch (President & CEO) 980,000 49,000 1.9% Pierre E. Cohade (Lead Director) 85,884 4,294 0.2% Joseph Cachey, Jr. 48,500 2,425 0.1% Management and Insiders 2,866,144 143,307 5.6% Institutional Investors Envestnet Asset Management, Inc. 169,280 8,464 0.3% Morgan Stanley, Investment Banking and Brokerage Investments 65,760 3,288 0.1% UBS Asset Management 20,840 1,042 0.0% Dimensional Fund Advisors L.P. 13,840 692 0.0% Global Retirement Partners Llc, Asset Management Arm 1,800 90 0.0% Vision2020 Wealth Management Corp. 300 15 0.0% Total Institutional Investors 271,820 13,591 0.5% Public Investors and Others 9,313,157 465,658 18.1% Total Shares Outstanding (2) 51,419,058 2,570,953 100.0% Buyer Group 75.8% Management and Insiders 5.6% Institutional Investors 0.5% Public Investors and Others 18.1%

 

8 CONFIDENTIAL Introduction and Transaction Overview Trading Analysis Source: Capital IQ, SEC filings Acorn International, Inc. - Trading History November 5, 2018 to October 8, 2020 Acorn International, Inc. Historical Trading Metrics (in thousands, except per ADS) During one year prior to Offer Post Offer Average Closing Price $15.59 Average Closing Price $14.42 High $19.59 High $14.95 Low $7.96 Low $13.26 Average Volume 4.2 Average Volume 3.0 % of Shares Issued and Outstanding 0.2% % of Shares Issued and Outstanding 0.1% % of Float 0.9% % of Float 0.6% 0 5 10 15 20 25 30 35 40 45 50 $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 Volume (thousands) Per ADS Price Volume Price 30-day Trailing VWAP 60-day Trailing VWAP 90-day Trailing VWAP Offer (1) Trailing Volume Weighted Average Price (VWAP) Prior to Offer at August 18, 2020. Current (10/8/20) Offer Price Premium Relative to: 42.6% 30 - Day VWAP (1) 31.6% 37.6% 50.7% 60 - Day VWAP (1) 90 - Day VWAP (1) One Day Prior 44.2% $14.73 $15.96 $15.27 $13.93 $14.57 November 4, 2019 Acorn received a non - binding proposal from Mr. Robert W. Roche ("Mr. Roche ") to acquire all of the outstanding shares and ADSs of the Company that are not already beneficially owned by the transaction vehicle formed by Mr. Roche (the "Buyer Vehicle") for USD19.50 per ADS or USD0.975 per share in cash . February 14, 2020 The Buyer Vehicle announced not to pursue the acquisition of the Company at a purchase price of USD19.50 per ADS or USD0.975 per share as set out in preliminary non - binding proposal letter dated November 4, 2019 . April 30, 2020 Acorn reported Q1'20 financial results. The Company reported total revenue of USD8.0 million and net income of USD2.7 million for the three months ended March 31,2020 . April 30, 2019 Acorn reported FY2018 financial results. The Company reported total revenue of USD28.4 million and net income of USD31.1 million for FY2018 . The diluted earnings per share is USD0.60 for FY2018. June 3, 2020 Acorn reported FY2019 financial results. The Company reported total revenue of USD37.5 million and net income of USD9.8 million for FY2019. The diluted earnings per share is USD0.19 for FY2019. December 4, 2018 Acorn reported Q3'18 financial results. The Company reported total revenue of USD8.3 million and net income of USD3.8 million for the three months ended September 30, 2018 . May 22, 2019 Acorn reported Q1'19 financial results. The Company reported total revenue of USD9.2 million and net income of USD4.8 million for the three months ended March 31, 2019 . September 16, 2019 Acorn reported Q2'19 financial results. The Company reported total revenue of USD8.7 million and net income of USD0.1 million for the three months ended June 30, 2019 . December 11, 2019 Acorn reported Q3'19 financial results. The Company reported total revenue of USD11.3 million and net income of USD1.2 million for the three months ended September 30, 2019 . October 2, 2020 Acorn reported Q2'20 financial results. The Company reported total revenue of USD8.7 million and net income of USD2.0 million for the three months ended June 30,2020 . August 17, 2020 Acorn received a non - binding proposal Mr. Roche to acquire all of the outstanding shares and ADSs of the Company that are not already beneficially owned by the Buyer Vehicle for USD15.22 per ADS or USD0.761 per share in cash.

 

9 CONFIDENTIAL Introduction and Transaction Overview Proposed Transaction Acorn International, Inc. - Offer Price Premium Relative To Share Implied Price Premium Share price as of 10/8/20 $14.73 42.6% One-day prior (8/17/20) $14.57 44.2% One-week prior (8/11/20) $14.37 46.1% 30-days trailing VWAP prior to August 18, 2020 $15.96 31.6% 60-days trailing VWAP prior to August 18, 2020 $15.27 37.6% 90-days trailing VWAP prior to August 18, 2020 $13.93 50.7% Offer Price $21.00 Source: Capital IQ and SEC filings Acorn International, Inc. - Implied Transaction Value (USD in millions, except per ADS data) Offer $21.00 ADSs Issued and Outstanding 2.6 1.00 Implied Equity Value $54.0 Cash (1) (29.2) E-surer Loan Receivable (2) (3.6) Held-for-sale Assets (3) (0.8) Investment in Yimeng (4) (1.9) Cachet Loan Receivable (5) (14.7) Investments in Affiliates (6) (0.1) Dividend Payable 0.1 Non-controlling Interest (7) 0.3 Implied Enterprise Value $4.1 Implied Offer Multiples: EV / LTM Revenue $36 0.11x P / Book Value $61 0.88x (1) Adjusted for RMB 72.5 million of proceeds from sales of shares of Shanghai Yimeng Software Technology Co., Ltd. and USD 58,677 of cash used for repurchases of the Company’s ADSs since June 30, 2020; reflects a 10% withholding tax discount on the onshore balance. (2) Convertible note receivable from Shanghai e - Surer Financial Services Co., Ltd., including accrued interest through October 10, 2020; after application of a 10% withholding tax discount. (3) Includes certain assets related to the Company’s HJX business pending approval to be transferred for proceeds of RMB 6 million, per the management of the Company; after application of a 10% withholding tax discount. (4) Includes the Company’s investment in Shanghai Yimeng Software Technology Co., Ltd., calculated as 3,245,343 shares multiplied by RMB 4.50 per share, reflecting the share price of recent share sales by the Company; after application of a 10% withholding tax discount. (5) Related - party loans to Cachet Hotel Group, including accrued interest through October 10, 2020; after application of a 10% withholding tax discount on the onshore balance. (6) Book value as of June 30, 2020. (7) Reflects 25% interest in Zhongshan Meijin Digital Technology Co., Ltd.; book value as of June 30, 2020. Note: Balance sheet data and LTM as of June 30, 2020. Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income and expenses. USD/RMB exchange rate of 6.7910 as of October 8, 2020 is utilized to convert the RMB - denominated items.

 

10 CONFIDENTIAL Introduction and Transaction Overview Valuation Summary Valuation Range Conclusions (USD in thousands, except per ADS values) Discounted Cash Flow Analysis Selected Public Companies / M&A Transactions Analysis Low High Low High Enterprise Value Range $900 - $2,100 Enterprise Value Range $3,300 - $9,400 Cash (1) 29,201 - 29,201 Cash (1) 29,201 - 29,201 E-surer Loan Receivable (2) 3,631 - 3,631 E-surer Loan Receivable (2) 3,631 - 3,631 Held-for-sale Assets (3) 795 - 795 Held-for-sale Assets (3) 795 - 795 Investment in Yimeng (4) 1,935 - 1,935 Investment in Yimeng (4) 1,935 - 1,935 Cachet Loan Receivable (5) 14,686 - 14,686 Cachet Loan Receivable (5) 14,686 - 14,686 Investments in Affiliates (6) 91 - 91 Investments in Affiliates (6) 91 - 91 Dividend Payable (131) - (131) Dividend Payable (131) - (131) Non-controlling Interest (7) (331) - (331) Non-controlling Interest (7) (331) - (331) Equity Value Range $50,777 - $51,977 Equity Value Range $53,177 - $59,277 ADSs Issued and Outstanding (8) 2,570,953 - 2,570,953 ADSs Issued and Outstanding (8) 2,570,953 - 2,570,953 Offer Price Value Per ADS Range $19.78 - $20.25 Value Per ADS Range $20.68 - $23.06 $21.00 Implied Valuation Multiples Implied Valuation Multiples EV / LTM Revenue 0.02x - 0.06x EV / LTM Revenue 0.09x - 0.26x 0.11x P / Book Value 0.83x - 0.85x P / Book Value 0.87x - 0.97x 0.88x (1) Adjusted for RMB 72.5 million of proceeds from sales of shares of Shanghai Yimeng Software Technology Co., Ltd. and USD 5 8,6 77 of cash used for repurchases of the Company’s ADSs since June 30, 2020; reflects a 10% withholding tax discount on the onshore balance. (2) Convertible note receivable from Shanghai e - Surer Financial Services Co., Ltd., including accrued interest through October 1 0, 2020; after application of a 10% withholding tax discount. (3) Includes certain assets related to the Company’s HJX business pending approval to be transferred for proceeds of RMB 6 mi lli on, per the management of the Company; after application of a 10% withholding tax discount. (4) Includes the Company’s investment in Shanghai Yimeng Software Technology Co., Ltd., calculated as 3,245,343 shares multip lie d by RMB 4.50 per share, reflecting the share price of recent share sales by the Company; after application of a 10% withholding tax discount. (5) Related - party loans to Cachet Hotel Group, including accrued interest through October 10, 2020; after application of a 10% w ithholding tax discount on the onshore balance. (6) Book value as of June 30, 2020. (7) Reflects 25% interest in Zhongshan Meijin Digital Technology Co., Ltd.; book value as of June 30, 2020. (8) Adjusted for repurchases of 3,723 ADSs since June 30, 2020, per the management of the Company. Note: Balance sheet data and LTM as of June 30, 2020. Financial performance metrics presented are adjusted to exclude public com pany costs and non - recurring income and expenses. USD/RMB exchange rate of 6.7910 as of October 8, 2020 is utilized to convert the RMB - denominated items.

 

11 CONFIDENTIAL Introduction and Transaction Overview Per ADS Valuation Range $20.68 $19.78 $23.06 $20.25 $18.00 $19.00 $20.00 $21.00 $22.00 $23.00 $24.00 Selected Public Companies / M&A Transactions Analysis Discounted Cash Flow Analysis Value Per ADS (USD) $21.00 Offer Price

 

Valuation Analysis Section 02

 

13 CONFIDENTIAL Valuation Analysis Historical and Projected Financial Performance Historical and Projected Financial Performance (USD in thousands) YTD YTD LTM Management Projections 2017A 2018A 2019A 6/30/2019 6/30/2020 6/30/2020 2020P 2021P 2022P 2023P 2024P Babaka $15,627 $23,359 $33,688 $15,304 $12,616 $31,000 $30,027 $32,129 $33,736 $35,423 $37,194 Growth NM 49.5% 44.2% 67.8% (17.6%) 4.9% (10.9%) 7.0% 5.0% 5.0% 5.0% Acorn Fresh $2 $409 $2,955 $1,270 $2,895 $4,580 $5,774 $6,929 $7,775 $8,327 $8,918 Growth NM NM NM NM 127.9% 181.0% 95.4% 20.0% 12.2% 7.1% 7.1% Acorn Digital $0 $0 $0 $0 $431 $431 $1,141 $0 $0 $0 $0 Growth NM NM NM NM NM NM NM NM NM NM NM Other $1,312 $1,274 $733 $443 $0 $290 $0 $0 $0 $0 $0 Growth NM (2.9%) (42.4%) (47.2%) NM (66.9%) NM NM NM NM NM Total Net Revenue $17,067 $25,087 $37,419 $17,039 $15,946 $36,326 $36,946 $39,059 $41,510 $43,749 $46,112 Growth 3.6% 47.0% 49.2% 70.1% (6.4%) 13.1% (1.3%) 5.7% 6.3% 5.4% 5.4% Adjusted EBITDA -$2,170 $3,370 $882 -$203 -$1,488 -$403 -$2,950 -$626 $192 $938 $1,687 Margin % (12.7%) 13.4% 2.4% (1.2%) (9.3%) (1.1%) (8.0%) (1.6%) 0.5% 2.1% 3.7% Growth NM NM (73.8%) NM NM NM NM NM NM 388.4% 79.9% Adjusted EBIT -$3,403 $2,499 $715 -$325 -$1,555 -$515 -$3,192 -$876 -$66 $671 $1,412 Margin % (19.9%) 10.0% 1.9% (1.9%) (9.8%) (1.4%) (8.6%) (2.2%) (0.2%) 1.5% 3.1% Growth NM NM (71.4%) NM NM NM NM NM NM NM 110.2% Capital Expenditure $338 $98 $138 $104 $110 $144 $876 $79 $82 $87 $91 % of Net Revenue 2.0% 0.4% 0.4% 0.6% 0.7% 0.4% 2.4% 0.2% 0.2% 0.2% 0.2% Net Working Capital -$4,620 -$1,016 $1,233 $2,850 $2,818 $3,863 $4,454 $4,919 $5,405 % of Net Revenue (27.1%) (4.0%) 3.3% 7.8% 7.6% 9.9% 10.7% 11.2% 11.7% Note: Financial performance metrics presented are adjusted to exclude public company costs and non-recurring income and expenses. Source: Company filings, the management of the Company

 

14 CONFIDENTIAL Valuation Analysis Discounted Cash Flow Analysis – Methodology and Key Assumptions Discounted Cash Flow Methodology • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows . • Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders . • Projected free cash flows are discounted to the present using a discount rate which reflects their relative risk . • The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles . Discounted Cash Flow Key Assumptions • Duff & Phelps utilized and relied upon the Management Projections for the fiscal years ending D ecember 31 , 2020 through 2024 (excluding public company expenses, as provided by the management of the Company), discussions with the management of the Company, and a review of the Company’s historical performance and other factors t o develop the DCF analysis . • Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula . • Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 15 . 0 % to 17 . 0 % , derived from the Capital Asset Pricing Model . • The following is a summary of the Management Projections utilized in the discounted cash flow analysis : - Net revenue is projected to decline 1 . 3 % in 2020 and to increase at a compound annual growth rate of 5 . 7 % from 2020 to 2024 . - EBITDA is projected to be negative from 2020 to 2021 before turning positive in 2022 , with EBITDA margin projected to reach 3 . 7 % by 2024 . - Capital expenditures average 0 . 6 % of net revenue from 2020 to 2024 . - Net working capital averages 10 . 2 % of net revenue from 2020 to 2024 .

 

15 CONFIDENTIAL Valuation Analysis DCF Analysis Summary (1) Prior to application of 10% dividend withholding tax, which is calculated based on levered cash flows and discounted sepa rat ely at the cost of equity derived in the WACC calculation and included in the concluded enterprise value range. Note: Balance sheet data and LTM as of June 30, 2020. Financial performance metrics presented are adjusted to exclude public com pany costs and non - recurring income and expenses. Discounted Cash Flow Analysis (USD in thousands, except per ADS values) Terminal LTM 2020P 2021P 2022P 2023P 2024P Year Net Revenue $36,326 $36,946 $39,059 $41,510 $43,749 $46,112 $46,112 Growth 13.1% (1.3%) 5.7% 6.3% 5.4% 5.4% EBITDA -$403 -$2,950 -$626 $192 $938 $1,687 $1,687 Margin (1.1%) (8.0%) (1.6%) 0.5% 2.1% 3.7% 3.7% Growth NM NM NM NM NM 110.2% 2020 Q2-Q4 Earnings Before Interest and Taxes (1,636) (876) (66) 671 1,412 1,601 Pro Forma Taxes 0 0 0 0 0 (400) Net Operating Profit After Tax (1,636) (876) (66) 671 1,412 1,201 Depreciation 175 250 258 267 276 86 Capital Expenditure (766) (79) (82) (87) (91) (91) (Increase) / Decrease in Working Capital 32 (1,046) (591) (465) (486) (257) Free Cash Flow (1) -$2,195 -$1,751 -$481 $386 $1,110 $939 Enterprise Value Range Low High Terminal Growth Rate 5.00% 5.00% Weighted Average Cost of Capital 17.00% 15.00% Enterprise Value Range $900 $2,100 Implied Value Per ADS Range $19.78 $20.25 Implied Valuation Multiples EV / LTM Revenue $36,326 0.02x 0.06x

 

16 CONFIDENTIAL Valuation Analysis Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis • Duff & Phelps selected nine publicly traded companies that were deemed relevant to its analysis . • Duff & Phelps analyzed the financial performance of each of the publicly traded companies . Duff & Phelps then analyzed the selected public companies’ trading multiples, including enterprise value to revenue, EBITDA and EBIT . Selected M&A Transactions Analysis • Duff & Phelps also reviewed certain merger and acquisition transactions involving target companies that were deemed relevant to its analysis and computed the implied valuation multiples for such transactions . Duff & Phelps analyzed a number of factors in comparing the Company to the selected public companies and the targets in the selected M&A transactions, including historical and forecasted growth in revenue and profits, profit margins and other characteristics that we deemed relevant . Duff & Phelps selected multiples that reflect the Company’s size, growth outlook, capital requirements, profit margins, revenue mix, and other characteristics relative to the group . None of the companies utilized for comparative purposes in the following analysis are directly comparable to the Company, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction . Duff & Phelps does not have access to non - public information of any of the companies used for comparative purposes . Accordingly, a complete valuation analysis of the Company and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Company . Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations .

 

17 CONFIDENTIAL Valuation Analysis Selected Public Companies Analysis – Financial Metrics Note: The Company's financial performance metrics presented are adjusted to exclude public company cost and non - recurring income and expenses. LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization EBIT = Earnings Before Interest and Taxes Source: Capital IQ, Bloomberg, company filings, press releases Selected Public Companies Analysis COMPANY INFORMATION REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN Company Name 3-YR CAGR LTM 2020 2021 2022 3-YR CAGR LTM 2020 2021 2022 3-YR AVG LTM 2020 2021 2022 momo.com Inc. 22.7% 29.4% 30.6% 25.1% 28.3% 19.3% 32.5% 47.3% 18.5% 32.9% 4.4% 4.4% 4.4% 4.2% 4.3% Stitch Fix, Inc. 20.5 8.5 5.0 18.9 16.9 NM NM NM NA NA 1.7 -1.7 -2.3 0.8 2.9 BHG Group AB 33.6 39.3 39.3 10.2 9.5 55.8 100.3 69.9 12.8 12.3 5.0 8.4 8.8 9.0 9.3 Hyundai Home Shopping Network Corporation NM 38.8 1.9 3.9 6.5 18.4 18.8 1.3 -1.3 5.9 12.4 9.3 9.3 8.9 8.8 PChome Online Inc. 14.7 14.3 14.3 18.0 19.2 -6.3 313.5 -12.4 15.6 19.8 -0.7 2.6 1.9 1.9 1.9 Yunji Inc. 108.7 -40.3 8.5 21.5 9.0 NM NM NM 169.7 18.3 -1.5 -2.5 1.1 2.5 2.7 NS Shopping Co., Ltd 4.1 13.0 10.4 3.4 5.0 -21.3 -28.9 5.2 2.9 14.0 14.8 7.9 8.5 8.5 9.2 Secoo Holding Limited 38.2 0.3 NA NA NA NM -19.5 NM NM NA 3.6 3.0 NA NA NA ECMOHO Limited NA 21.8 NA NA NA NA NM NM NA NA 3.3 -1.3 NA NA NA Mean 34.7% 13.9% 15.7% 14.4% 13.5%NA 13.2% 69.5% 22.3% 36.4% 17.2%NA 4.8% 3.3% 4.5% 5.1% 5.6% Median 22.7% 14.3% 10.4% 18.0% 9.5%NA 18.4% 25.7% 5.2% 14.2% 16.2%NA 3.6% 3.0% 4.4% 4.2% 4.3% Acorn International, Inc. 31.4% 13.1% -1.3% 5.7% 6.3% NM NM NM NM NM 1.0% -1.1% -8.0% -1.6% 0.5%

 

18 CONFIDENTIAL Valuation Analysis Selected Public Companies Analysis – Valuation Multiples LTM = Latest Twelve Months Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non - Controlling Interest) - (Cash & Equivalents) - (Net N on - Operating Assets) EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization EBIT = Earnings Before Interest and Taxes Source: Capital IQ, Bloomberg, company filings, press releases Selected Public Companies Analysis ($ in millions, except per share data) COMPANY INFORMATION MARKET DATA ENTERPRISE VALUE AS MULTIPLE OF Company Name Stock Price on 10/08/20 % of 52- Wk High Equity Value Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDA 2022 EBITDA LTM EBIT 2020 EBIT 2021 EBIT 2022 EBIT LTM Revenue 2020 Revenue 2021 Revenue 2022 Revenue momo.com Inc. $25.29 91.3 $3,592 $3,417 37.3x 33.0x 27.9x 21.0x 52.3x 46.3x 36.0x 28.5x 1.65x 1.45x 1.16x 0.90x Stitch Fix, Inc. 31.21 99.5 3,254 3,254 NM NM NM 44.9 NM NM NM 94.9 1.90 1.78 1.50 1.28 BHG Group AB 14.65 100.0 1,573 1,658 23.0 19.3 17.1 15.2 32.7 25.5 23.6 21.0 1.93 1.70 1.54 1.41 Hyundai Home Shopping Network Corporation 61.49 80.8 704 -307 NM NM NM NM NM NM NM NM NM NM NM NM PChome Online Inc. 3.54 73.0 415 282 7.5 9.4 8.1 6.8 NM 15.1 11.6 9.5 0.19 0.18 0.15 0.13 Yunji Inc. 1.76 25.2 374 120 NM 5.7 2.1 1.8 NM 9.3 2.7 2.3 0.10 0.06 0.05 0.05 NS Shopping Co., Ltd 11.27 80.7 373 689 18.8 16.9 16.4 14.4 32.0 28.5 28.6 24.0 1.48 1.44 1.40 1.33 Secoo Holding Limited 2.78 38.5 196 242 8.7 NA NA NA 10.0 NA NA NA 0.26 NA NA NA ECMOHO Limited 1.39 13.1 48 29 NM NA NA NA NM NA NA NA 0.09 NA NA NA Mean 19.1x 16.9x 14.3x 17.3x 31.7x 24.9x 20.5x 30.0x 0.95x 1.10x 0.97x 0.85x Median 18.8x 16.9x 16.4x 14.8x 32.3x 25.5x 23.6x 22.5x 0.87x 1.45x 1.28x 1.09x

 

19 CONFIDENTIAL Valuation Analysis Selected M&A Transactions Analysis Source: Capital IQ, Bloomberg, company filings, press releases Selected M&A Transactions Analysis ($ in millions) Announced Target Name Target Business Description Acquirer Name Enterprise Value LTM Revenue LTM EBITDA LTM EBIT EBITDA Margin EV / Revenue EV / EBITDA EV / EBIT 7/26/2019 Arc E-commerce AB Engages in online retail of home, household, and leisure products. Bygghemma Group First AB (publ) (nka:BHG Group AB) $11 $11 NA $1 NA 1.08x NA 12.0x 8/29/2018 Firtal Group ApS Operates a portfolio of e-commerce sites and brands. Matas A/S $24 $14 $1 NA 10.0% 1.65x 16.5x NA 6/22/2018 DCG Soluções Para Venda Digital S.A. Owns and operates an e-commerce platform for digital sales. Linx Sistemas e Consultoria Ltda. $18 $398 NA NA NA 0.04x NA NA 7/6/2017 HSN, Inc. Operates as an interactive multi-channel retailer and provides products through TV shopping programs and other digital sites. QVC Group (nka:Qurate Retail Group, Inc.) $2,606 $3,503 $244 $220 7.0% 0.74x 10.7x 11.8x 4/17/2017 Shenzhen TOMTOP Technology Co., Ltd. Operates a wholesale and retail online shop for buying products in China. Yiwu Huading Nylon Co.,Ltd. $459 $330 $24 $23 7.4% 1.39x 18.8x 19.8x 3/27/2017 Shanghai Liduoduo Electronic Commerce Co., Ltd. Operates an e-commerce platform, engaged in retail of food and drinks. Nanfang Black Sesame Group Co., Ltd. $105 $90 $5 $5 5.9% 1.16x 19.5x 19.7x Mean 1.01x 16.4x 15.8x Median 1.12x 17.7x 15.9x

 

20 CONFIDENTIAL Valuation Analysis Selected Public Companies / M&A Transactions Analysis Summary Note: Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income and expenses . Selected Public Companies / M&A Transactions Analysis Summary (USD in thousands, except per ADS values) Valuation Multiples Valuation Summary Metric Public Companies Median M&A Transactions Median Selected Multiple Range Company Performance Enterprise Value Range EV / LTM Revenue 0.09x 1.93x 0.87x 1.12x 0.09x 0.26x $36,326 $3,269 - $9,445 Enterprise Value Range $3,300 - $9,400 Implied Value Per ADS Range $20.68 $23.06 Implied Multiples EV / 2020 Revenue 0.06x 1.78x 1.45x NA $36,946 0.09x - 0.25x EV / 2021 Revenue 0.05x 1.54x 1.28x NA $39,059 0.08x - 0.24x EV / 2022 Revenue 0.05x 1.41x 1.09x NA $41,510 0.08x - 0.23x Public Companies Range