Kin-Man Lee, CPA, CA

Richmond Hill, Ontario, L4B 4C7 Email: kinmanlee@rogers.com, Home: (905) 886-7891, Mobile: (416) 300-4361

SUMMARY:

Financial executive excelling in strategic and tactical roles for dynamic organizations.

QUALIFICATIONS Financial leadership Financial reporting, consolidation, strategic planning, budgeting, forecasting, mergers/acquisitions, equity/debt markets, IPOs, taxes, product costing/pricing, transfer pricing, performance management, cost control programs, corporate compliance, treasury, cash flow management, credit & collection, risk management and auditing. Excellent knowledge of various financial systems and MS Office Excel, Word, PowerPoint, Visio, Outlook. Strategic leadership Executive management committee, board of directors, business transformation, change management, project management, team building, contract negotiation, conflict resolution, corporate governance, community support, policy maker, general management, profit & loss responsibility, project management, new business development, procurement (IT systems, equipment, real estate), business process optimization, logistics, information technology, human resources, pension administration, labour relations, health & safety, professional development and environmental management for international and multi-location operations. Industry experience Media, printing, publishing, new media, retail, manufacturing, distribution, broadcasting, food services, sports entertainment, non-profit, professional services.

ACCOMPLISHMENTS Financial leadership Strategic partner for completion initial public offering (IPO) documentation and prospectuses raising over $650M in equity/debt from private, retail and institutional investors. Business transformation leadership: o Divest over $500M in real estate transactions o Eliminate fraudulent activities saving over $10M annually o Consolidate operations into centres of excellence reducing staff by 30% and saving over $5M annually while improving customer service and processing effectiveness. Leadership for change management programs such as Sarbanes-Oxley, IFRS, pension reform, Goods & Services Tax, implementation of new computer systems and processes for accounting, payroll, order processing, business intelligence, production, distribution and human resources. Strategic leadership Business transformation leadership: o Increase operating profit by 300% in Canadas most competitive media market o Improve productivity and employee morale by reducing turnover by 30% and absenteeism by 10% o Execute mergers/acquisitions and divestitures valued over $1B in Canada and USA. Strategic partner for the following business transformations: o Develop new business operating models saving over $200M annually o Implement $220M capital expansion o Re-engineer employee fringe benefit and pension plan programs saving over $150M annually. o Expand business from revenues of $30M to $180M in 6 years.

Kin-Man Lee, CPA, CA

PROFESSIONAL EXPERIENCE Consultant and Independent Contractor, Toronto, Ontario. Director, Black Birch Capital Acquisition III Corp., January, 2013 to present Strategic partner for launch of newly created Capital Pooled Company on the TSX-V. Chief financial officer, TalentPoint Inc., July, 2011 to present. Strategic partner for startup company in professional services, IT staffing and business process outsourcing. Strategic partner for raising over $7M of private equity and asset based loans. Principal, Atticus Management Consultants, November, 2011 to present. Tax consultant, Postmedia Networks Inc., April, 2012 to March, 2013 Tax advisor and project manager for Ontario Interactive Digital Media Tax Credit with potential savings over $13M. Chief financial officer, Judge International, January, 2011 to July, 2011. Strategic partner for startup company specializing in professional services, business process outsourcing and staffing for technology and engineering companies. Strategic partner for raising over $6M private equity financing. Sun Media Corporation, Toronto, Ontario. Chief financial officer, July, 2009 to January, 2011. Executive vice president, March, 2006 to July, 2009. Vice president and Chief financial officer, January, 2005 to March, 2006. Vice president, Corporate controller, October, 2001 to December, 2004. Assistant corporate controller, August, 1989 to December, 1993 Direct leadership of 350 finance, information technology and admin staff. Leadership for financial statement consolidation and preparation, Canadian and US GAAP, IFRS, SEC, 20-F, 6-K, e external auditors, mergers/acquisitions, tax returns, tax audits, strategic planning, annual budgets, monthly forecasts, risk management and information technology. Business transformation leadership: o Divest over $50M of real estate and reduce occupancy costs by $1M annually. o Execute mergers/acquisitions and divestitures valued over $600M. o Implement new information technology for various enterprise systems within ROI plan financial, classified advertising, circulation and content management. o Implement compliance programs within legislated timelines such as IFRS, Sarbanes-Oxley, Pay Equity, GST/HST, WHIMIS and Pension Reform. Strategic partner for the following business transformation: o Implement restructuring programs saving over $100M by re-engineering business processes, redesigning employee programs, consolidating operations, implementing new computer systems and renegotiating supplier contracts. o Refinance over $700M in debt saving $3M annually. o Implement $220 million capital project, transition to digital media, launch new products, consolidate call centres and develop information technology strategies.

Kin-Man Lee, CPA, CA

Toronto Sun, Toronto, Ontario. Publisher & Chief executive officer, March, 2006 to July, 2009. Direct leadership for 800 sales, editorial, production, distribution and admin staff. Leadership in general management, digital media, communications, sales & marketing, production, distribution, retail sales, supply chain, finance, human resources, information technology and administration for Toronto Sun, 24hours, torontosun.com and 24hours.com. Change management leadership within ROI plan: o Transition from print to digital media. o Consolidate Toronto Sun and 24hours operations. o Implement new production facility. o Re-engineer distribution network for over 20,000 point of sale locations. o Offshore ad production. o In-source order processing for classified ads. o Implement new financial accounting system. Business transformation leadership: o Develop new business processes and best practices saving over $60M annually. o Implement new sales and marketing programs to preserve revenues during economic and secular declines in newspaper business. o Developing new marketing strategies to increase readership by 18% in Canadas most competitive media market. o Reduce human capital from 800 staff to 300. o Re-engineer distribution network of over 20,000 point of sales locations in the GTA to increase sales by 10%, reduce overhead by 25% and improve service levels by 30%. o Increase digital media by over 200% in 2 years. Re-established the leadership role of Toronto Sun within the various advertising, government, diversity and philanthropic communities in the Greater Toronto Area. Bowes Publishers Limited, London, Ontario. Vice president, Finance and administration, January, 2001 to October, 2001. Vice president, Finance, April, 2000 to December, 2000. Director of finance, January, 1998 to March, 2000. Corporate controller, January, 1994 to December, 1997. Direct leadership for over 50 finance, information technology, human resources and administrative staff responsible for accounting, finance, mergers/acquisitions, human resources, information technology, risk management, health and safety, environmental management, corporate governance and various employee programs such as employee assistance, auto lease, group insurance, financial planning, credit union and banking. Business transformation leadership: o Completed mergers & acquisitions totaling over $100M. o Restructure accounting and finance department to save over $10 million annually. o Reduced monthly reporting timetable from 15 business days to 6 business days while improving quality of financial information. o Modernize company programs for employee benefits, health and safety, procurement, external audit and tax planning strategies to save over $6.5M annually. o Restore computer conversion, which had $300,000 in costs overruns and successfully defended a $2 million lawsuit. o Restructure national sales and marketing operation with revenues of $16 million annually. Strategic partner to grow business from revenues of $30M to $180M in 6 years.

Kin-Man Lee, CPA, CA

Coopers & Lybrand, Toronto, Ontario. General practice supervisor, January, 1986 to July 1989. Nadler & Company, Toronto, Ontario Student in accounts, January, 1983 to December, 1985 Hongchow Restaurant, Windsor, Ontario General manager, June, 1977 to September, 1982 Board Experience Board of Directors - Black Birch Capital Acquisition III Corp. (TSX-V) (October, 2012 to present), SunTV (2009 2010), Toronto1 TV (2005 2009), NADbank (2007 2009), Vancouver 24hours (2005 2006), CP24 (2001 2005), Metro Toronto Condominium Board (1991 1993), Greystone Walk Recreation Centre (1991 1993), Wychwood Tennis Club (1989 1990). Advisory boards - Daymak Inc (2009 2012), Carefirst Foundation (2006 2010), SAS Canada (2006 2009), Leger Marketing (2006 2009).

EDUCATION Chartered Accountant, C.I.C.A./I.C.A.O., Toronto, Ont., December, 1988. BMATH Honours Co-Op, University of Waterloo, Waterloo, Ont., April, 1987. o Math/Chartered Accounting major with Information Systems minor. o Descartes Scholarship

OTHER INTERESTS Member of the Clublink Diamondback Golf Club and Mayfair Tennis Club. Enjoys golf, tennis, basketball, baseball, hockey, cooking and playing cards.