1. Jefferies & Company, Inc. China Venture Capital, IPO & M&A Discussion The 2 nd Annual Investing in China & India Summit June 19-20, 2006 CONFIDENTIAL DRAFT
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4. Considerable Asian Investment Banking Experience Japan Korea * Transaction completed by team at previous employer Greater China $106,000,000 Initial Public Offering Co-Manager has completed a Series C Round of Financing $37,000,000 has divested its broadcasting equipment subsidiary TV/COM International, Inc., to Confidential Confidential has been acquired by HK$ 882,000,000 Management 速达软件 Superdata Software 速达软件 Superdata Software India has been delisted from the Hong Kong GEM in a management-led buyout sponsored by Initial Public Offering Co-Manager Initial Public Offering Co-Manager Initial Public Offering Co-Manager Sole Placement Agent $13,000,000 Ambow Education has sold a minority stake to $50,000,000 Convertible Notes Offering Sole Manager $160,000,000 has been acquired by 3 CHF80,000,000 Co-Manager Initial Public Offering Joint Book Runner $1,803,000,000 SMIC * $62,000,000 has been acquired by $80,600,000 Initial Public Offering Co-Manager China Finance Online Co. Limited $165,100,000 has divested its Handset Division to has divested certain manufacturing assets to Confidential formerly the graphics unit of Confidential has restructured its Digital Media Business and Merged its Graphics Business with Initial Public Offering Sole Book Runner $92,479,037 * Silicon Motion Initial Public Offering Lead Book Runner $71,454,555 * $30,000,000 has sold certain mobile computing assets to Pequot Capital National Semiconductor Pericom Semiconductor and other investors Och - Ziff Capital has agreed to be acquired by Financial Advisor to the Seller $324,000,000 Access Co. Ltd. Confidential has been acquired by has been acquired by $90,000,000 Financial Advisor to the Seller has been acquired by Confidential Confidential has made a minority investment in Uniccs Co. Ltd. has sold a minority interest to Confidential Confidential has sold a minority stake to $450,000,000 has acquired $38,000,000 has acquired has been acquired by Softbank Kingston Technology Corporation Confidential has been acquired by Softbank $30,000,000 has made a minority investment in SunUp Design Systems, Inc. Electronics Inc. Confidential $34,500,000 Convertible Bond Placement Sole Manager $28,750,000 Convertible Notes Offering Sole Manager $32,200,000 Convertible Notes Offering Sole Manager $38,000,000 Co-Manager $50,000,000 Co-Manager $34,500,000 Convertible Bond Placement Sole Manager $139,800,000 Initial Public Offering (ADS) Co-Manager $80,500,000 Convertible Bond Placement Sole Manager $45,000,000 Convertible Notes Offering Sole Manager Nahar Industrial Enterprises Ltd. $33,000,000 Convertible Notes Offering Sole Manager The Simbhaoli Sugar Mills Limited $50,000,000 Convertible Notes Offering Sole Manager $160,813,125 Initial Public Offering Co-Manager $30,000,000 Convertible Notes Offering Sole Manager ¥11.3 billion $100,000,000 Convertible Notes Offering International Financial Advisor
9. …With Chinese Technology Leading the Way Announced Chinese Technology VC Investments Year-To-Date Source: SDC; as of May 31, 2006 Within the technology sector, Internet and Digital Media continue to be the hottest areas of interest 8
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12. Foreign IPOs Outside of Mainland China Continue To Be Exit Of Choice For Chinese Companies Source: Thomson Financial, CapitalIQ; as of June 16, 2006. Dual listed companies listed by primary exchange. Other exchanges includes London AIM, Mothers, Kuala Lumpur, SG SESDAQ and TSXVenture. Total Number Of Chinese IPOs By Exchange Total Amount Raised Through Chinese IPOs By Exchange Hong Kong New York Nasdaq Singapore Shenzhen Shanghai HK GEM Other Avg. IPO Amt. Since 2000 $262 $1,896 $98 $21 $56 $79 $19 $31 (US$Millions) $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 2000 2001 2002 2003 2004 2005 2006YTD 0 50 100 150 200 2000 2001 2002 2003 2004 2005 2006YTD 11
13. But Recent End Of Yearlong Ban On Share Sales Marks Potential Return Of Domestic China IPO Activity Shanghai Stock Exchange IPO Volume 2004-2006YTD Shenzhen Stock Exchange IPO Volume 2004-2006YTD Shanghai and Shenzhen Stock Exchange Relative Performance Source: Thomson Financial, CapitalIQ; as of June 16, 2006 China CAMC Engineering’s $55mn IPO, the first since the moratorium was lifted in May, was 576x and 100x oversubscribed for the retail (80%) and institutional (20%) portions, respectively. Shares begin trading on June 19. The domestic markets in China have been on a rebound in 2006 but have given back some gains recently due to profit taking and concerns over liquidity as new IPOs flood the market Median IPO Proceeds Since 2004: $43mn Median IPO Proceeds Since 2004: $27mn 12
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16. The London AIM Market Has Seen An Increasing Number Of Large, International Companies Over The Last 24 Months 13 80 70 22 28 14 17 7 5 5 5 5 0 25 50 75 100 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 Q1/2006 Distribution of AIM Companies by Market Value Number of companies Companies With Equity Capitalization Greater Than US$90MM (UK£50MM) Number of IPOs As of March 31, 2006 Average market capitalizations make UK AIM a viable IPO option for Chinese companies that would be “small or mid-cap” in the U.S. New entrants above UK£50MM create an asset class favored by institutional investors 15
17. While Overall M&A Activity Has Been Declining, Technology M&A Has Been On the Rise Technology M&A Transactions Involving Chinese Targets With Deal Value >$20mn Since 2000 All M&A Transactions Involving Chinese Targets With Deal Value >$20mn Since 2000 Source: Thomson Financial; as of June 16, 2006. Includes completed deals with announced consideration and involving the acquisition of >50% ownership. Over 40% of these transactions were cross-border deals Over 50% of these transactions were cross-border deals (US$Millions) 16