EFTA01088956

Draft BOYU CAPITAL March 2011 EFTA01088956 Disclaimer Draft THE INFORMATION CONTAINED HEREIN IS PROVIDED FOR INFORMATIONAL AND DISCUSSION PURPOSES ONLY AND IS NOT, AND MAY NOT BE RELIED ON IN ANY MANNER AS, LEGAL, TAX OR INVESTMENT ADVICE OR AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY AN INTEREST IN BOYU CAPITAL FUND I, L.P. (THE "FUND"). A PRIVATE OFFERING OF INTERESTS IN THE FUND WILL ONLY BE MADE PURSUANT TO A CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE "OFFERING MEMORANDUM") AND THE FUND'S SUBSCRIPTION DOCUMENTS, WHICH WILL BE FURNISHED TO QUALIFIED INVESTORS ON A CONFIDENTIAL BASIS AT THEIR REQUEST FOR THEIR CONSIDERATION IN CONNECTION WITH SUCH OFFERING. 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PROSPECTIVE INVESTORS IN THE FUND SHOULD NOT RELY ON THESE FORWARD-LOOKING STATEMENTS IN DECIDING WHETHER TO INVEST IN THE FUND. 1 EFTA01088957 I Draft Table of Contents I. Overview of Boyu II. Market Opportunity in China III. Investment Strategy IV. Organization and Culture V. Track Record and Deal Pipeline VI. Key Investment Terms 2 EFTA01088958 Draft I. Overview of Boyu EFTA01088959 A Newly-formed, China-focused Investment Firm Invest in high-quality companies in focused sectors Grow and transform businesses with operating expertise Deliver superior long-term risk-adjusted returns for capital partners Founding Team I Strategy Advantage 1 ■ World-class business ■ Focused sectors ■ Strong investment track record operators ■ Proprietary deal flow ■ Unparalleled leadership ■ Experienced China ■ Optimal transaction experience in corporate world investors structures ■ China insights with global ■ Value-added services perspectives 4 EFTA01088960 A Complimentary, Unified Investment Team I Draft Mary Ma Louis Cheung Sean Tong I ■ Partner of TPG and co- ■ Group President and ■ Managing Director and Head Chairman of TPG's Greater Executive Director of Ping An of Greater China at China business since 2007 Insurance Group since 2000. Providence Equity Partners ■ Previously spent an 18-year Covered the CIO role and since 2008 career at Lenovo as Vice directly supervised ■ Previously Managing Director Chairman and CFO investment subsidiaries with and Co-Head of Greater China US$125 billion AUM, ■ Serves on the board of at General Atlantic, where he including a US$3 billion Lenovo, Standard Chartered helped open the firm's China private equity portfolio Bank, Daphne and Wumart office in 2000 ■ Previously Global Partner of ■ A member of the Listing McKinsey & Co., advising ■ Built China teams at both Committee of the Stock financial services institutions General Atlantic and Exchange of Hong Kong as well as other consumer, Providence and led a number IT/media and healthcare of important PE transactions clients across Asia ■ All other investment professionals have prior work experience at top-tier global PE firms and professional institutions, such as Goldman Sachs Principal Investment Area (PIA), General Atlantic, Morgan Stanley and McKinsey ■ Team members share a common vision, business principles, and investment strategies 5 EFTA01088961 A Shared Investment Strategy Draft ■ Consumer and Retail Focused ■ Media and Technology Sectors ■ Healthcare ■ Financial Services ■ Deep domain knowledge in focused sectors Proprietary ■ Industry network based on "first-call" status Deal Flow ■ Proactive and thematic deal sourcing ■ Target $50-200 million equity check for minority stake or relative control Optimal ■ Growth and transformational capital (including expansion stage deals, Transaction shareholder recaps, PIPE deals) Structures ■ SOE restructuring (including spin-offs, carve-outs, subsidiary purchases) ■ Strategic planning Value-added • Operational improvement Services ■ Corporate governance ■ M&A and capital raising 6 EFTA01088962 The Boyu Advantage I Draft ■ The founding Managing Directors have collectively led over $1.0 billion of PE investments since 2005 Strong Investment ■ Accomplished many of the landmark PE transactions in China, as well as Track Record numerous corporate investments and M&As of strategic importance ■ Team with rich transaction experience at leading global PE firms ■ Mary Ma and Louis Cheung have 30 years of combined leadership experience at two of China's well-respected/non-SOE Fortune Global 500 companies Unparalleled ■ Vast industry connections and "first-call" status with key decision-makers Leadership ■ Insider read on market dynamics, business models and people Experience in ■ Profound operating expertise in building and growing companies through Corporate World various stages of lifecycle ■ Resources and skillsets fully transferable to investment sourcing, evaluation and value creation ■ All investment professionals possess significant work tenure in the region ■ Local decision-making and efficient team communication ensure fast and China Insights with accurate responses Global ■ Ability to conclude transactions amid the economic, market, regulatory and Perspectives cultural complexities in China ■ Global perspectives and commitment to international best practice 7 EFTA01088963 II. Market Opportunity in China EFTA01088964 A Unique Destination for Investment I Draft China will remain a fast growing economy undergoing profound transitions in the next decade ■ Long term growth supported by urbanization, consumer spending, investment demand and deregulation Macro Economy ■ Near term challenges and structural imbalances are expected to be addressed through the right policy responses Large market ■ Private equity is underpenetrated with large growth opportunity potential with ■ Opportunities exist in the private sector and state- significant PE Market owned enterprises local nuances ■ Higher entry barrier as local market complexities create hurdles to conclude transactions Sector, ■ Abundant investment opportunities in mainstream Company, sectors, especially in our focused sectors People ■ Dynamic market development with business models constantly adapting to the competitive environment ■ Decision makers of targets are mostly native Chinese 9 EFTA01088965 I Draft Four Major Drivers to Propel China's Economic Growth ■ Urbanization remains the major driver • Current urbanization ratio of 47% is much lower than the level in developed countries and comparable to the level in Japan in the 1950s • Further urbanization will not only provide room for fixed asset investments but also stimulate consumption ■ Consumer spending will grow at a faster pace ❑ The government has been providing subsidies and welfare benefits to stimulate demand ❑ Rising wages, income redistribution and public service provision (especially in rural areas) are also expected to further boost consumption-driven demand ■ Investment should continue to be strong and create more job opportunities ❑ China needs to accumulate more capital stock from both a per unit output and per capita basis to catch up with industrialized economies • Investment in infrastructure, high end manufacturing and public housing would also boost demand for steel, cement and other major commodities ■ Deregulation should stimulate further economic development ❑ The government will continue to open up previously monopolized/sensitive sectors ❑ Industries expected to benefit include: media, healthcare, education, transportation, energy, telecom, natural resources, etc. 10 EFTA01088966 Robust Macro Outlook in the Post Crisis Era I Draft While we share recent concerns about China's near-term economic challenges and structural imbalances, we believe a hard landing to be unlikely and robust growth to be sustainable: ■ Policy misstep causing an economic hard-landing is unlikely u Policy adjustments remain ahead of the curve • Inflationary pressure should ease due to front-loaded monetary tightening ■ Asset bubble concerns are overblown u Sharp run-up of asset prices has been underpinned by strong fundamentals and funded by savings (instead of leverage as in the U.S.) • Equity valuations are comparable to Asia's other major markets and the historical average for China, with a robust earnings growth outlook in 2011 and 2012 ■ Economic structure has started to rebalance u Income redistribution is expected to boost domestic consumption u Export slowdown is less severe than anticipated • Gradual but long term currency appreciation beneficial to the rebalancing process ■ Aging population is a double-edged sword j Aging population brings a growing market for healthcare products and services j Tightening labor supply would accelerate industrial upgrade 11 EFTA01088967 A Rapidly Growing Private Equity Industry I Draft ■ Bright outlook of PE industry in China: C -2 Megabank Deals j Relatively low PE penetration rate at • Others 13.5 Total Private Equity Investment in China (US$ bn) 0.3% of GDP suggests significant room Venture Capital for growth 11.6 Buyout j Chinese PE industry is expected to grow • Growth Capital 10.3 10.1 at 20-25% CAGR 9.2 -- • Foreign LPs are increasing asset allocations to China: u Encouraged by robust Chinese GDP growth and more open policies towards foreign investment u Weak economic recovery has led to 3.3 slower growth in U.S./EU PE markets, pushing more capital allocation to 2.2 1.7 emerging markets such as China 0.8 I • Yet local market complexities can 0.5 sometimes create hurdles for private equity El , M ,I . . firms to conclude transactions 2000 2001 2002 2003 2004 2005 2006 2007 2008 ' 2009 Source: McKinsey Analysis. 12 EFTA01088968 Significant Opportunity Set with Private Sector and SOEs Draft Private Sector State-owned Enterprises ■ More sectors are open to private investment ■ The Chinese government will continue to following deregulation: consolidate, restructure, and upgrade the u Demand for growth capital investments state-owned enterprises: increases with the growth of private u Fewer but higher quality: the number companies of SOEs under SASAC will be reduced u SMEs still have difficulty getting debt from 123 to - 50 during the "12th-five- financing, as bank loans remain largely year-plan" (2011-2015) geared towards SOEs and government • Privatization and IPOs of provincial- infrastructure projects level SOEs ■ Private sectors opportunities include ■ Growing PE investment opportunities expansion capital, succession issues for first- regarding SOE consolidation / generation entrepreneurs, and business restructuring, spin-off of non-core assets, upgrades/transformation and cross-border acquisitions ■ PE's value: ■ PE's value: u Access to long-term capital ❑ Restructuring capability u Value creation in human capital, ❑ Introduction of best corporate management systems and governance practices and top talent 13 EFTA01088969 Significant Opportunity Set in Our Focused Sectors Draft Consumer/Retail II ■ World's #3 consumer market by • World's #3 pharmaceutical value market and #3 medical ■ Most sub-sectors have been instrument market by value ■ Most sub-sectors have been growing at 15-20% p.a. ■ —$800 billion total market cap growing at 20-25% p.a. ■ An attractive combination of • —$200 billion total market cap ■ Regulatory and demographic strong growth, profitability, cash flow, and opportunity for tailwind, long runway for industry consolidation growth, and ample opportunity for industry consolidation Media/Technology Financial Services BOYU CAPITAL ■ World's #1 Internet market and ■ World's #3 stock market, #6 #1 mobile market by # of users debt market and #6 insurance ■ Most sub-sectors have been market growing at 30-40% p.a. ■ Most sub-sectors have been ■ —$650 billion total market cap growing at 20-30% p.a. ■ High entry barrier, scalable ■ —$1,700 billion total market business model and attractive cap, with some of the world's growth/profitability profile largest listed companies ■ Greater China is increasingly ■ High entry barrier, long runway the world's center of innovation for growth, and opportunity to deploy substantial capital 14 EFTA01088970 Macro Trends Shaping China's Consumer/Retail Sector I Draft Rising middle class with increasing purchasing power O - Total middle and affluent population' will exceed 400m by 2020, almost 3x 2010 Emerging importance of smaller cities in inland China - By 2020, 233 cities and 543 counties will reach 2010 Shanghai income level2 0 -Growing willingness to trade up among affluent population China is the only major economy where trading up still beats trading down Modern retail formats expected to achieve further penetration O - Department stores and hyper/supermarkets continue to gain market share More awareness of health and wellness - Concerns over product safety drive consumer demand for "healthfulness" 1. Middle and affluent population defined as households with disposable income > RMB60,000 per year in real terms, BCG analysis 15 2. Based on disposable income per capita, BCG analysis EFTA01088971 Macro Trends Shaping China's Media/Technology Sector I Draft O Extended connectivity and proliferation of interfaces and devices - Penetration of broadband and emergence of new interfaces and devices drive demand for computing, communication and media consumption 0 Digitization of media content - Profound shift from analogue to digital, from offline to online Deregulation of the media sector 0 - Government intention to liberalize the traditional media (TV, radio, etc.) Behavioral expansion from media consumption to online consumerism O - 30% of Internet users engaged in e-commerce and growing exponentially PC-based Internet going mobile O - Mobile Internet has taken off in China with proven business models emerging 45 Technology enablement in multiple industries - Adoption of information technology is changing the basis of competition 16 EFTA01088972 Macro Trends Shaping China's Healthcare Sector I Draft I-- o An aging population in need for more healthcare services - Population over 65 years old is forecast to reach 11.7% in 2020 v.s. 8.3% in 2010 0 Increasing affordability of medical products and services - Hospital visits and pharmaceutical consumption grow rapidly with rising disposable income and wealth accumulation 41) Government expenditure - Significant government investment on both the demand and supply side 0 Hospital reform - Private sector participation in building and operating healthcare facilities 0 Stronger regulatory oversight - Higher entry barriers and accelerating industry consolidation 17 EFTA01088973 Macro Trends Shaping China's Financial Services Sector I Draft I-- Non-bank credit o -Increasing accessibility of credit; migration from bank-centric financing to multiple non-bank credit platforms 0 Wealth accumulation - Savings growth by government, enterprises and consumers creates opportunities for financial product creation and distribution 4/1) Deregulation - Initial signs of deregulation emerging in selected financial services sectors Financial transaction efficiency O - Further development of payment processing, financial information and other fintech business models 0 Risk management - Stronger demand fuelled by penetration of bank cards and advancement in securities trading technologies 18 EFTA01088974 I Draft III. Investment Strategy 19 EFTA01088975 I Draft Disciplined Approach Based on Key Investment Criteria ■ Strong and trustworthy entrepreneur/management: ❑ Integrity, capability and openness to partnership ❑ Interests fully aligned with those of the investors ■ Market leader that captures compelling market opportunity: ❑ Large market size with clear growth potential driven by identified macro trends • Market leader with sustainable business model, proven track record in growth and profitability and true barriers to entry u Significant operational improvement potential ■ Favorable transaction terms: u Active investor role with meaningful stake and board representation u Clear exit path, preferably with downside protection u Sufficient access to due diligence ■ Target return: J 3x on invested capital and 25% gross IRR 20 EFTA01088976 Four-pillar Investment Strategy Tailored for China I Draft Adhere to Focused Sectors ] Four-pillar Create Proprietary Deal Flow ] strategy to deliver ] superior risk- Design Optimal Transaction Structures adjusted returns Emphasize Value-added Services 21 EFTA01088977 Adhere to Focused Sectors I Draft From years of experience investing in our focused sectors, we know exactly what criteria to look for when making investment decisions: Consumer/Retail ■ Deep market ■ Spirit of innovation and ■ Competitive strength in ■ Strong regulatory know- ■ Strong brand equity entrepreneurship large therapeutic areas how ■ True mastery of ■ Network effect creates ■ Strong regulatory know- • Recurring revenue for distribution channels formidable entry barriers how transaction-based model ■ Scale matters ■ First-mover advantage • IP-based competition to • Access to competitive ■ Asset light model with avoid pure pricing war source of funding ■ Platform play with strong operational ■ High gross margin to • Robust risk management consolidation opportunities leverage support significant sales system in place ■ Deregulation gives local and marketing costs ■ Effective talent retention ■ Robust cash flow players advantage • Domestic players need system ■ Convergence with IT leads clear value proposition to to higher growth compete with MNCs 22 EFTA01088978 Our Initial Focus in Consumer/Retail Draft High Priority Medium Priority Low Priority ■ Men's apparel • Footwear • Sportswear Apparel Women's apparel • Baby • Processing / packaging • Agri-industrial Food • Food brands Juice / RTD drinks • Liquor / wine Beverage Consumer • Dairy Product • Auto / auto parts Luxury • Home care • Home appliance • Consumer electronics Household • Skincare / cosmetics Personal Care Staples • Education Consumer • Restaurant • Travel • Beauty and Services Discretionary • Lodging wellness • Department store • Convenience store Multi-line • Supermarket • Hypermarket Retailer • Home shopping • Outlets Retail • E-commerce Specialty • Home decor / furniture • Auto dealership Note: Interest level based on current deal pipeline and market conditions, subject to future revisions 23 EFTA01088979 Our Initial Focus in Media/Technology Draft High Priority Medium Priority Low Priority Online • Social network • Online video • Display ad — portal Advertising • Vertical display ad • Digital agency • Search ad • Online retailers • Marketplaces • E-commerce enablers E-Commerce • Online payment Internet Online • Information services Services • Security services • Platforms • Infrastructure Mobile • Applications Internet • Traditional media (TV) Production • Content provider Media • System solutions • IPTV • Out-of-home media Distribution • Cable TV • Media agency • IT solutions • IT outsourcing Technology Services • Transaction processing • BPO • Packaged software Technology Technology • Logistics • High-end manufacturing Enablement Note: Interest level based on current dealpipeline and market conditions, subject to future revisions 24 EFTA01088980 Our Initial Focus in Healthcare Draft High Priority Medium Priority Low Priority Traditional • Chemical drugs • API Pharma • Traditional Chinese .1 medicine • Biosimilar • Blood product Biotech • Vaccine • CRO • Clinical trial management Pharma I Outsourcing • CSO Services • CM° Distribution / • Wholesale distribution • Retail pharmacy Retail Durables • Durable medical Medical equipment Device Consumables • Orthopedics • Dental implants / Supplies • Medical supplies • Private hospitals/clinics • Public hospitals Primary • Clinical labs Institutions Healthcare Services • Cemetery • Retirement community Consumer Services Note: interest level based on current dealpipeline and market conditions, subject to future revisions 25 EFTA01088981 Our Initial Focus in Financial Services Draft High Priority Medium Priority Low Priority • SME/retail credit • Consumer finance • Credit guarantee Non-bank • Leasing Credit Banking & • City commercial banks • Rural banks Banks • Joint-stock banks Credit • Credit rating Credit Services • Credit scoring • National insurers • Regional insurers • Reinsurance Insurance • National asset managers • Alternative managers Wealth Asset Management Management Distribution / • Advisory network Retail • Distribution agency • Stock exchanges • OTC exchanges Exchanges • Commodity exchanges Capital Markets • National securities firms • Regional securities firms Securities • Payment network • Card issuers Payments • Payment processor Payments / Fintech Risk • Risk data analytics • Risk solutions Management • Financial information Note: Interest level based on current dealpipeline and market conditions, subject to future revisions 26 EFTA01088982 . Create Proprietary Deal Flow I Draft ■ Decade-long operating and investing experience ■ Rely on proprietary industry/company investment ideas ■ Highly familiar with industry dynamics ■ Constantly and systematically refreshing sector strategy Deep industry ■ Proactively create domain ■ "First-call" investment knowledge relationships with opportunities key decision-makers rather than relying ■ Partner level access upon competitive to top companies in bidding situations our target sectors ■ Ability to align Savvy deal ■ Boyu professionals "First-call" different interests striking based industry have been on the through deal capability network boards of some of terms the largest and most successful companies in China 27 EFTA01088983 Design Optimal Transaction Structures Draft The Boyu team is experienced in providing flexible financing alternatives to ease the "growing pains" of Chinese companies Expansion Shareholder PIPE SOE Restructuring Stage Recap ■ Expansion capital for ■ Liquidity to early ■ A long term, active ■ Spin-off, carve-out, enterprises that investors and partner unlike public or subsidiary have funding needs entrepreneurs investors purchase ■ Significant minority ■ Preferred partner to ■ Privately negotiated ■ Preferred security stake management ■ Active board ■ More management • Lead investor ■ Right management presence and human control incentive plan capital enhancement Boyu Team Members' Selected Expertise • Renren.com • CICC • Lenovo • Shenzhen • Baidu/Qiyi • Alibaba Group • Daphne Development Bank • China Grand Auto • Soufun • Wumart • New Century • Wuxi Apptec • MStar • Taiwan Mobile • Xuji Group 28 EFTA01088984 Emphasize Value-added Services Draft Strategy Planning Operational Improvement ■ Value-add: overall strategic planning, market ■ Value-add: human capital retention and enhancement, opportunities exploration, company positioning, management system optimization (supply chain, IT, expansion into adjacent products / services finance, etc.) ■ Example: Louis Cheung designed and successfully • Example: Mary Ma helped Daphne hire its CFO, COO executed Ping An's turnaround and 10-year growth and three other senior managers while at TPG. The strategy of building it into a truly national financial company established KPIs and an employee incentive conglomerate and growing the asset base by five times plan, and improved the inventory management system Corporate Governance M&A / Capital Raising ■ Value-add: building world-class board of directors, ■ Value-add: assistance in securing further financing and establishing various board committees, Sarbanes Oxley execution of M&A strategy (due diligence, deal and public company preparation negotiation, post-acquisition integration) ■ Example: Sean Tong helped Wuxi Apptec build a world- • Example: Mary Ma and Sean Tong facilitated and class board and committees while at GA by introducing executed Lenovo's acquisition of IBM's PC business. senior business leaders from McKinsey and Baidu Lenovo has since then fully integrated the IBM operation into its global platform and grown into a global brand Note: The successful examples noted above are not representative of the full range of investment experience of the individuals specified above, 29 and post performance is not indicative offuture returns EFTA01088985 IV. Organization and Culture 30 EFTA01088986 Draft The Boyu Team Differentiation Deep understanding of local market dynamics Sound judgment Long-term commitment regarding local to the local market management team Global perspectives and best practices Strong ability to Efficient, disciplined combined with... navigate through local local decision making regulatory complexities Fully transferrable local Local network to source operational expertise proprietary deals 31 EFTA01088987 The Boyu Team - Managing Director I Draft • Mary Ma joined TPG as a partner in 2007 and was co-Chairman of TPG's Greater China business. With rich corporate experience and a deep understanding of China, Mary has established strong networks among Chinese entrepreneurs, state-owned enterprises and regulators in various industries. She led the following successful transactions at TPG: • 2009: $150m investment in Daphne, a leading women's footwear brand in China • 2010: $37m investment in Wumart, a leading supermarket chain in Beijing and Tianjin • 2010: $300m investment in CICC, a leading Chinese investment bank • Before joining TPG, Mary was Executive Director, Senior VP and CFO of Lenovo Group. She Mary Ma, started in manufacturing and international operations in 1990, and led the finance functions Chairman as CFO starting in 1997. In addition, she played a critical role by leading Lenovo's strategic initiatives and M&A activities, including its Hong Kong IPO in 1994, its major China business -- Head of Investment restructuring and integration in 2000-2003, its investments in Kingsoft in 1998 and Sohu.com Committee in 2000, and its $1.75b acquisition of IBM's PC business in 2005 • Mary still serves on the Lenovo board as non-executive Vice Chairman. She is also an independent director of Standard Chartered Bank (HK) Ltd, non-executive director of Wumart and non-executive director of Daphne. Previously she also served as an independent director of Sohu.com and as director and Chairman of Kingsoft • Mary has been a member of the Listing Committee of Hong Kong Stock Exchange since 2009, and a member of the Hong Kong Institute of Directors since 2000. She was a member of the Dean's Council of the Kennedy School of Government at Harvard University from 2002 to 2007 • Mary worked in the Chinese Academy of Sciences for 12 years before joining Lenovo. She graduated from Capital Normal University in Beijing in 1976 32 EFTA01088988 The Boyu Team - Managing Director Draft • Louis Cheung was with the Ping An Insurance Group from 2000 to 2011. He became Group President in 2003 and Executive Director in 2006 after working in several senior roles, including CFO, COO and CIO. He led Ping An's rapid turnaround and accelerated growth starting in 2000, its dual IPOs in Hong Kong and Shanghai, and its subsequent development into a world-class global financial institution with a market capitalization now among the top three global insurance groups. He also led the acquisitions (over $4bn in total) of Shenzhen Development Bank, Shenzhen Commercial Bank and Fujian Asia Bank between 2003 to 2010, which together form Ping An's successful Chinese banking platform Louis Cheung, • From 2008, Louis focused on Ping An's line of investment businesses. He took the chief investment officer role and directly supervised PA Securities, PA Asset, PA Trust, PA Real Estate Chief Executive and PA Fund subsidiaries, with $125bn of total AUM, including an approximately $3bn private equity portfolio. Successful investments include Xuji Group, Yunan Baiyao and Taizhou Bank Officer • Prior to Ping An, Louis was a global partner of McKinsey & Company and the leader in its Asia -- Head of Pacific financial institutions practice. Having advised many local and multinational clients Management during 1993-2000 on strategy, organization, operations and corporate finance, he became a Committee trusted consultant to many business leaders and government officials in the region. He has -- Head of Portfolio also served clients in the consumer, telecom/media and healthcare sectors Committee Louis continues to serve on the Ping An board as a non-executive director. He is an Expert Advisor to the Shenzhen City Government on policy making • Louis was a post-doctoral research fellow at Cambridge in 1992-1993. He holds a Ph.D. in business information systems and a B.A. in engineering from the University of Cambridge 33 EFTA01088989 The Boyu Team - Managing Director I Draft • Sean Tong joined Providence Equity Partners in 2008 as Managing Director and Head of Greater China. Prior to Providence, he was Managing Director and Co-Head of Greater China at General Atlantic, where he helped open the firm's Hong Kong office in 2000. He built both Providence's and General Atlantic's China teams from scratch and has been focusing on private equity investments in TMT, business services and healthcare in the region for over a decade. Sean led the following transactions: • 2005: $125m investment in Lenovo as part of its $1.75bn acquisition of IBM's PC business • 2006: $25m investment in Renren.com, China's largest social networking site Sean Tong, • 2007: $75m investment in Wuxi Apptec, China's largest pharmaceutical R&D outsourcing company Managing Director • 2008: $40m investment in MStar Semiconductor, a top ten global fabless chip design company based in Taiwan • 2010: $50m investment in Qiyi.com, an online video joint venture with Baidu • 2011: $240m investment in the $1.12bn leveraged buyout of Shaw Brothers, the controlling shareholder in NB Inc., the dominant broadcasting network in Hong Kong and one of the largest producers of Chinese language content in the world • Before General Atlantic, Sean worked in the Investment Banking Division at Morgan Stanley in New York • Sean graduated magna cum laude with a B.A. in Economics from Harvard University, where he was a member of Phi Beta Kappa 34 EFTA01088990 The Boyu Team — Investment Professionals Draft Alex Wong Joey Chen ■ Alex will join Boyu Capital as a founding member and • Joey is a founding member of Boyu Capital, where he Executive Director. Alex's professional experience joined as an Executive Director. He was previously a Vice includes serving as an Executive Director at Goldman President at General Atlantic, a global growth equity Sachs Principal Investment Area, where he worked since firm, where he worked since 2006. Prior to joining 2005, and as a Business Analyst at McKinsey & Company General Atlantic, Joey worked at Morgan Stanley in Corporate Finance Practice China Corporate Finance and Technology Investment Banking • Alex has extensive transaction experience in leverage buyouts, PIPE investments, and growth capital • Joey has extensive investment experience in consumer investments. Notable transactions include Taiwan & retail and media & technology. Notable investments Mobile, Zoomlion Heavy Industry / CIFA, New Century include Zhongsheng Group, MStar Semiconductor, Department Store and Simcere Pharma Alibaba Group, and SouFun ■ Alex also played an active role in monitoring portfolio • In addition, Joey has played an active role in managing companies, including Legend Hony and Global Retail Inc and creating value for portfolio companies, including Renren.com and Wuxi Apptec • Alex graduated from the Chinese University of Hong Kong with a Bachelor of Business Administration (First • Joey graduated with City Honors from Management Honors) School, Fudan University with a B.A. of Management Information Systems 35 EFTA01088991 The Boyu Team — Investment Professionals Draft Qi Zhou Yanling Cao • Qi will join Boyu Capital as a founding member and • Yanling is a founding member of Boyu Capital, where he Senior Associate. Qi's professional experience includes joined as a Senior Associate. He was previously a Senior serving as an Associate in Goldman Sachs Principal Associate at General Atlantic, a global growth equity Investment Area, where he worked since 2007, and in firm, where he worked since 2007. Prior to joining the Utilities and Healthcare teams in Beijing Gao Hua General Atlantic, Yanling was with Goldman Sachs Securities Global Investment Research Division Investment Banking Division, where he served clients ■ Qi has extensive investment experience in consumer across the telecommunications, media, technology, and real estate industries and manufacturing industries. Notable investments include Anhui Kouzi Distillery, New Century Department • Yanling has extensive investment experience in media & Store, Henan Songhe Distillery, Taiwan Mobile and China technology and healthcare. Notable investments include Risun MStar Semiconductor, Alibaba Group, and SouFun ■ Qi has served on the Board of Directors of Anhui Kouzi Distillery • Yanling has also played an active role in creating value • Qi has also played an active role in creating value for for portfolio companies, including Wuxi Apptec portfolio companies, including Mindray Medical International and Nepstar Chain Drugstore • Yanling graduated summa cum laude from Middlebury • Qi graduated with B.A. and M.S. from Tsinghua College in Vermont, U.S.A., where he majored in University's School of Economics and Management, Economics and Mathematics. He is a member of the Phi where he majored in Accounting Beta Kappa Society 36 EFTA01088992 The Boyu Team - Associates and Analysts I Draft Alvin Jiang Tiger Chen • Alvin is a founding member of Boyu Capital, where he • Tiger will join Boyu Capital as an Analyst. His joined as an Associate. Prior to joining Boyu, Alvin professional experience includes serving as a member of worked for Goldman Sachs Principal Investment Area as Goldman Sachs' Global Economics, Commodities, and an analyst, focusing on the group's investments in Strategy Research Division starting in 2008. Prior to that, the Greater China region. Before joining PIA, Alvin was Tiger worked with JPMorgan's Global Credit Risk with Goldman Sachs Investment Banking Division in Management Department (Client Credit Management). New York, focusing on the consumer retail sector • Tiger has extensive research experience in commodities • Alvin has investment experience in consumer retail and and telecom industries. He has also previously worked renewable energy sectors. Notable investments include as a China Portfolio Strategy analyst, primarily focusing Lianyungang Zhongfu Lianzhong Composites Group and on A/H equity markets and domestic macro/economic Henan Songhe Distillery issues. • Alvin has also played an active role in monitoring and creating value for portfolio companies, including Anhui • Tiger graduated from the University of Hong Kong with a Kouzi Distillery, Zoomlion Heavy Industry / CIFA, and Bachelor of Economics and Finance and a minor in Zhejiang Yangfan Shipbuilding Group. In addition, Alvin Statistics. He was also a visiting student and research was also a member of PIA's RMB fund team, helping the assistant at the University of California, Berkeley group to set up its first RMB fund in China ■ Alvin graduated from Harvard University with a B.A. in Economics 37 EFTA01088993 The Boyu Team - Global Advisory Board I Draft Greenberg, Maurice Thornton, John • Chairman and CEO of C.V. Starr • Chairman of Brookings Institution • Former Chairman and CEO of American • Professor, Tsinghua University International Group (AIG) • Former President and Co-COO of Goldman Sachs U. Ruigang (MMI.1) TUNG, Chee Hwa (ft*) • Vice Chairman of the Chinese People's • CEO of Shanghai Media Group (SMG) Politics Consultative Conference • Chairman of China Media Capital • First Chief Executive Officer of HKSAR • Sits on the board of WPP (1997-2005) 1 Chuanzhi ($404t,t) • Chairman and President of Legend Holdings • Chairman of Lenovo Group • Vice Chairman of All-China Federation of Industry and Commerce QIAN Yingvi (tAM—) YANG, Marjorie Mun Tak (WPM • Chairwoman of Esquel Group • Member of the Executive Council of Hong Kong • Chairwoman of the Council of the Hong Kong Polytechnic University • Sits on the boards of MIT Corporation, Harvard Business School, HSBC, Novartis AG and Swire • Dean of School of Economics and Management, Tsinghua University • Professor of Economics at Tsinghua University and U.C. Berkeley • Sits on the board of ICBC and International Advisory Council of CIC 38 EFTA01088994 Draft Professional Corporate Governance Structure LP Advisory Committee ■ Bridge between LPs, GPs and the Fund ■ Ensure investors' and sponsors' interests are aligned Investment Committee Portfolio Committee ■ Evaluate and approve investment opportunities to ■ Oversee the monitoring and valuation of portfolio companies ■ Decisions on large transactions ■ Monitor financial / operational involving portfolio companies BOYU CAPITAL risk in the fund Management Committee Global Advisory Board ■ Strategic planning ■ Insights on macro trends ■ Cultural development ■ Advise on strategic issues ■ Team training and recruiting ■ Advise on portfolio companies ■ Infrastructure development ■ Liaison with regulatory bodies 39 EFTA01088995 Internal Committees and LP Communication Investment Committee ("IC") Portfolio Committee ("PC") ■ Composition: ■ Composition: a Founding Managing Directors of Boyu a Founding Managing Directors of Boyu a One other senior professional on a a One other senior professional rotational basis ■ Decision-making: ■ Decision-making: a Unanimous vote a Unanimous vote Limited Partner ("LP") Communication ■ Annual report ■ Annual LP meeting ■ Quarterly LP update call ■ Special report to LP for deals not in our mandate ■ Routine consultation with the LP Advisory Committee ■ Open channel of communication at all times 40 EFTA01088996 Disciplined Investment Process Draft Due Diligence & Origination --> -> Value Creation —3 Exit 4 Structuring • Early identification of • Rigorous due • Experience in building, • Diversified exit trends and diligence, especially transforming and strategy supported opportunities on management improving companies in by capital markets • Theme-based • Lead investor role in our sectors experience and prospecting pursuit of active • Long-term value-added industry network of • "First-call" status in board presence partnership in strategic likely strategic buyers our focused sectors • Disciplined deal planning, governance, • Good sense for • Opportunity for Boyu structure M&A and financing, and optimal timing of exit to add value operational enhancement Internal Decision Making Process • Weekly updates; • Multiple weekly • Discussion on follow-on • Deal team and PC • Introductory Investment Committee discussion ® discussions; • Final IC approval: unanimous approval investments Monthly Portfolio Committee review * meetings to consider exit strategy and execution plan required 41 EFTA01088997 Institution Based on Core Values I Draft ■ Working relationships based on mutual trust and respect Trust and ■ Resolve conflicts by open and direct deliberation Respect ■ Upkeep the highest ethical standards in all external and internal dealings Integrity • Maintain full transparency of information among the team ■ Focus on professionalism and performance Meritocracy ■ Re-invest to enhance the platform • Attract, develop and retain the best talents Team Work • Collaborative approach • Consensus-driven and fact-based decision making 42 EFTA01088998 V. Track Record and Deal Pipeline EFTA01088999 I Draft Track Record of Boyu Team Members The team has collectively deployed and managed $2.8 billion equity capital over the past decade'. In particular, Mary Ma and Sean Tong have led over $1.0 billion of PE investments since 2005 while at TPG and at General Atlantic and Providence, respectively. Growth/Transformational Capital SOE Expansion PIPE Shareholder Recap Restructuring Consumer / 6 Olaf 11 , 'Cora* .1:11 T liLl IS COHN@ MCMGSHENG GROW 4) WU MART Ct. ON. t. a l; Retail ze CGA it*kft' IM-INE 6in AMiii5RAIMIDISMIWi>,51 in A Ag • • ZOOMLION • At a Tthrisian irtutkastx Limited KNGSOFT MIMI COT lip Taiwan Mobile gur *WURIMBR Media / Itm ifdti, Technology lef1401143 (2Alibaba eS ll u.com mindray Healthcare p WuXi AppTec eiS rmcere RAW& xrrsru DINICSIORE NUMMI:15 I Financial Services 4`3 ill TR15 a s ht FA %rake Partners II bw/ Arm* &vigor eke , ' lbSZCB a 1. Includes deals led by Mary Ma or Sean Tong, deals that other founding members participated in or managed, and corporate investments overseen by Mary 44 Ma and Louis Cheung while at Lenovo and Ping An, respectively. All transactional experience was obtained before the founding members joined Boyu Capital. EFTA01089000 Draft Boyu's Investment Pipeline Eat. Size Name Sector (USD mm Dosed • lion Proprieury Opportunity 1 COneumenRetail 60 Shareholder Recap Leading specially mist clvin in Chna 2 ConsumerfRetail 100 SOE Restructuring Largest home shopping company in Chna 3 Cons,nerRelall Consumer,Retail 50 50 Expansion Expanson Leading home apptance suPgior in Greater Chna Leading prate urnorsity with at:Prowl by the tAnistry of Education in China Robust pipeline in 5 ktedaaechrciogy 80 PPE Leading Salwere and Caine gamng prouder in Chna 8 7 AtedaTechndogy AtedaTechndogy 40 40 SOE Restructuring SOE Restructuring Leading twines: news broadcaslingflishing company in Chna Leading :ports network in China four focused 8 Healthcare 50 Shareholder Recap Leading OtarrnaCeulical marulacturer n Chre 9 10 Fnarcol Seneca Friancol Sauces 50 50 Expansion SOE Restructuring Emerging electronic barbing senice amide, in Greater Chna Leading city commensal bark in Olna sectors Total Proprietary Opportunity 570 Privileged Access 11 Fnancel Sauces 100 Shareholder ReCap One ot the largest prole ,nablanCe CrernDenieS in China 12 Friarcial Serous 100 SOE Restructuring Leading ntertark transaction settlement system wonder in Chna 13 0.socSe'TechnYogy 50 Expansion Leading 'Mewled sonic. pONder ellInenelfil data. inlormatial and s0aware 14 Ueda/Technology 150 Expansion Leading private express ddhery :ante premier in Chna 15 18 l.socSe'TechnYogy Ueda/Technology ISO 40 Expansion Shareholder Recap Leading eNine relater 01 mans clotting Leading DTV midileware player Highly attractive 17 StedaaeChrtCrOgy 40 SOE Restructuring Leading PTV prodder in Ghee 18 Healthcare Total Privileged Access 50 680 PPE Leading isharrnaceulmal :anises pronier in Chna proprietary Potential Opportunity 19 ConsanefRetai 20 Expert= Leading restaurant chain in Dina opportunities and Leading rtiSteurent chin in Dina 20 21 COneuMenRelai ConsanafRetai 25 30 Expansion Expansion Leading restaurant chain in China privileged access 22 CeneuMenRetai 50 Expansion Leading re:08MM Own In atm 23 ConsanafRetai 50 Expansion Leading restaurant chain in Chna 24 CeneuMenRetai 50 Expansion Leading Spontmaar proNder in China 25 ConsanafRetai 50 Shareholder Recap Leading Inmate cosmetics presider in China 26 ConsanerRelal 50 PPE Leading dairy product manutacturer ri CNne 27 ConsanafRetai 100 Expert= Leading dairy product manufacturer in China 28 CeneuMenReta 50 Expansion Leading 4900elluOsal InduCt pfeNder in China 29 ConstrnafRetai 150 SOE Restructuring Leading arculturual peccbct prodder in China 30 ConsvnafRetai 50 Expansion One of the largest private unitersilies in China 31 32 ktedaaechndogy AtedaTechndogy 50 20 Expansion Expansion One el ire largest high end electronics relaters n Chine Leading Inancial informaticeVdate smite prodder in China Ready to move 33 ktedaaechndogy 20 Expansion Leading software provider to the neurones industry in ti me 34 Atedalechndogy 100 Expansion Leading electronic payment semen prosiles in China into due diligence 35 ktedaaechndogy 200 PIPE Leading oiline gamng panne prodder in CNna 37 ktedalechndogy ktedhlochndogy 50 20 Expansion Expansion Leading online apparel retail in Chna Leading Online apparel retail in Chna immediately 38 ktedaTechndogy 80 Shareholder Recap Leading Internal penal and messenger in China 39 Mecle'Technciogy 30 Expansion Leading Online ttmel search engine in Chna 40 AtedaTechndogy 50 Expansion Largest letter' sense prowder in Chna 41 ktedhlochrciogy 50 Expansion Leading Wine supermarket ri Chine 42 Healthcare 20 Expansion Leading pharmaceutical company in Chile 43 hatralthcare 50 Expansion Leading MONA pharmac0ubcal dstributor n Chre Total Potential Opportunity 1415 Total Pipeline 2.665 45 EFTA01089001 Draft i VI. Key Investment Terms 46 EFTA01089002 Key Investment Terms (see term sheet for details) I Draft Fund: Boyu Capital Fund I, L.P. Target Capital Commitment: USD 1.0 billion Term: 10 years with extensions Commitment Period: 5 years Minimum Investment: USD 10 million, subject to waiver Investment Mandate: Primarily targets growth capital and state-owned enterprise ("SOE") investments in Greater China Target Portfolio: Primarily privately negotiated investments in companies; up to 20% in single investments Target Return: 25% Gross IRR Management Fee: 2% of total capital commitments during the commitment period; thereafter, 2% of unreturned capital contributions Carried Interest: 20%, subject to an 8% preferred return 47 EFTA01089003