DS9 Document EFTA01088956

Draft BOYU CAPITAL March 2011 EFTA01088956 Draft Disclaimer 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. THE INFORMATION CONTAINED HEREIN WILL BE QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE OFFERING MEMORANDUM, WHICH CONTAINS ADDITIONAL INFORMATION ABOUT THE INVESTMENT OBJECTIVE, TERMS AND CONDITIONS OF AN INVESTMENT IN THE FUND AND ALSO CONTAINS TAX INFORMATION AND RISK DISCLOSURES THAT ARE IMPORTANT TO ANY INVESTMENT DECISION REGARDING THE FUND. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY STATEMENT CONCERNING THE FUND OTHER THAN AS SET FORTH IN THE OFFERING MEMORANDUM AND ANY SUCH STATEMENTS, IF MADE, MAY NOT BE RELIED UPON. THE INFORMATION CONTAINED HEREIN MUST BE KEPT STRICTLY CONFIDENTIAL AND MAY NOT BE REPRODUCED OR REDISTRIBUTED IN ANY FORMAT WITHOUT THE APPROVAL OF THE GENERAL PARTNER OF THE FUND. NOTWITHSTANDING THE FOREGOING, EACH INVESTOR AND PROSPECTIVE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT THEREOF) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE FUND AND ITS INVESTMENTS AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO SUCH INVESTOR OR PROSPECTIVE INVESTOR RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE; PROVIDED, HOWEVER, THAT SUCH DISCLOSURE SHALL NOT INCLUDE THE NAME (OR OTHER IDENTIFYING INFORMATION NOT RELEVANT TO THE TAX STRUCTURE OR TAX TREATMENT) OF ANY PERSON AND SHALL NOT INCLUDE INFORMATION FOR WHICH NONDISCLOSURE IS REASONABLY NECESSARY IN ORDER TO COMPLY WITH APPLICABLE SECURITIES LAWS. AN INVESTMENT IN THE FUND WILL INVOLVE SIGNIFICANT RISKS, INCLUDING LOSS OF THE ENTIRE INVESTMENT. THE INTERESTS IN THE FUND WILL BE ILLIQUID, AS THERE IS NO SECONDARY MARKET FOR INTERESTS IN THE FUND AND NONE IS EXPECTED TO DEVELOP. THERE WILL BE RESTRICTIONS ON TRANSFERRING INTERESTS IN THE FUND, INVESTMENTS MAY BE LEVERAGED AND THE INVESTMENT PERFORMANCE MAY BE VOLATILE. BEFORE DECIDING TO INVEST IN THE FUND, PROSPECTIVE INVESTORS SHOULD READ THE OFFERING MEMORANDUM AND PAY PARTICULAR ATTENTION TO THE RISK FACTORS CONTAINED IN THE OFFERING MEMORANDUM. THE FEES AND EXPENSES CHARGED IN CONNECTION WITH AN INVESTMENT IN THE FUND MAY BE HIGHER THAN THE FEES AND EXPENSES OF OTHER INVESTMENT ALTERNATIVES AND MAY OFFSET PROFITS. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISK CHARACTERISTICS OF THE FUND'S INVESTMENTS. PROSPECTIVE INVESTORS SHOULD MAKE THEIR OWN INVESTIGATIONS AND EVALUATIONS OF THE INFORMATION CONTAINED HEREIN. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY, BUSINESS ADVISER AND TAX ADVISOR AS TO LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE INFORMATION CONTAINED HEREIN AND SUCH OFFERING. EXCEPT WHERE OTHERWISE INDICATED HEREIN, THE INFORMATION PROVIDED HEREIN IS BASED ON MATTERS AS THEY EXIST AS OF THE DATE OF PREPARATION AND NOT AS OF ANY FUTURE DATE, AND WILL NOT BE UPDATED OR OTHERWISE REVISED TO REFLECT INFORMATION THAT SUBSEQUENTLY BECOMES AVAILABLE, OR CIRCUMSTANCES EXISTING OR CHANGES OCCURRING AFTER THE DATE HEREOF. CERTAIN INFORMATION CONTAINED IN THIS PRESENTATION CONSTITUTES "FORWARD-LOOKING STATEMENTS," WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "SHOULD," "EXPECT," "ANTICIPATE," "TARGET," "PROJECT," "ESTIMATE," "INTEND," "CONTINUE" OR "BELIEVE," OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE FUND MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. PROSPECTIVE INVESTORS IN THE FUND SHOULD NOT RELY ON THESE FORWARD-LOOKING STATEMENTS IN DECIDING WHETHER TO INVEST IN THE FUND. 1 EFTA01088957 Table of Contents I Draft 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 ■ World-class business operators ■ Experienced China investors Strategy 1 ■ Focused sectors ■ Proprietary deal flow ■ Optimal transaction structures ■ Value-added services Advantage ■ Strong investment track record ■ Unparalleled leadership experience in corporate world ■ China insights with global perspectives 4 EFTA01088960 A Complimentary, Unified Investment Team I Draft Mary Ma ■ Partner of TPG and co- Chairman of TPG's Greater China business since 2007 ■ Previously spent an 18-year career at Lenovo as Vice Chairman and CFO ■ Serves on the board of Lenovo, Standard Chartered Bank, Daphne and Wumart ■ A member of the Listing Committee of the Stock Exchange of Hong Kong Louis Cheung ■ Group President and Executive Director of Ping An Insurance Group since 2000. Covered the CIO role and directly supervised investment subsidiaries with US$125 billion AUM, including a US$3 billion private equity portfolio ■ Previously Global Partner of McKinsey & Co., advising financial services institutions as well as other consumer, IT/media and healthcare clients across Asia Sean Tong I ■ Managing Director and Head of Greater China at Providence Equity Partners since 2008 ■ Previously Managing Director and Co-Head of Greater China at General Atlantic, where he helped open the firm's China office in 2000 ■ Built China teams at both General Atlantic and Providence and led a number of important PE transactions ■ 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 Focused Sectors Proprietary Deal Flow Optimal Transaction Structures ■ Consumer and Retail ■ Media and Technology ■ Healthcare ■ Financial Services ■ Deep domain knowledge in focused sectors ■ Industry network based on "first-call" status ■ Proactive and thematic deal sourcing Draft ■ Target $50-200 million equity check for minority stake or relative control ■ Growth and transformational capital (including expansion stage deals, shareholder recaps, PIPE deals) ■ 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 Strong Investment Track Record Unparalleled Leadership Experience in Corporate World China Insights with Global Perspectives ■ The founding Managing Directors have collectively led over $1.0 billion of PE investments since 2005 ■ Accomplished many of the landmark PE transactions in China, as well as 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 ■ Vast industry connections and "first-call" status with key decision-makers ■ Insider read on market dynamics, business models and people ■ Profound operating expertise in building and growing companies through 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 accurate responses ■ Ability to conclude transactions amid the economic, market, regulatory and 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 Macro Economy PE Market Sector, Company, People 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 ■ Near term challenges and structural imbalances are expected to be addressed through the right policy responses ■ Private equity is underpenetrated with large growth potential ■ Opportunities exist in the private sector and state- owned enterprises ■ Higher entry barrier as local market complexities create hurdles to conclude transactions ■ Abundant investment opportunities in mainstream sectors, especially in our focused sectors ■ Dynamic market development with business models constantly adapting to the competitive environment ■ Decision makers of targets are mostly native Chinese Large market opportunity with significant local nuances 9 EFTA01088965 Four Major Drivers to Propel China's Economic Growth I Draft ■ 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 K The government has been providing subsidies and welfare benefits to stimulate demand K 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 K 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 K The government will continue to open up previously monopolized/sensitive sectors K 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 Total Private Equity Investment in China (US$ bn) C-2 Megabank Deals • Others Venture Capital Buyout • Growth Capital 2.2 1.7 0.8 I 0.5 El , M ,I . . 2000 2001 2002 2003 2004 2005 2006 2007 2008 ' 2009 3.3 10.3 9.2 -- 11.6 10.1 13.5 ■ Bright outlook of PE industry in China: j Relatively low PE penetration rate at 0.3% of GDP suggests significant room for growth j Chinese PE industry is expected to grow at 20-25% CAGR • 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 slower growth in U.S./EU PE markets, pushing more capital allocation to emerging markets such as China • Yet local market complexities can sometimes create hurdles for private equity firms to conclude transactions Source: McKinsey Analysis. 12 EFTA01088968 Significant Opportunity Set with Private Sector and SOEs Private Sector ■ More sectors are open to private investment following deregulation: u Demand for growth capital investments increases with the growth of private companies u SMEs still have difficulty getting debt financing, as bank loans remain largely geared towards SOEs and government infrastructure projects ■ Private sectors opportunities include expansion capital, succession issues for first- generation entrepreneurs, and business upgrades/transformation ■ PE's value: u Access to long-term capital u Value creation in human capital, management systems and governance Draft State-owned Enterprises ■ The Chinese government will continue to consolidate, restructure, and upgrade the state-owned enterprises: u Fewer but higher quality: the number of SOEs under SASAC will be reduced from 123 to - 50 during the "12th-five- year-plan" (2011-2015) • Privatization and IPOs of provincial- level SOEs ■ Growing PE investment opportunities regarding SOE consolidation / restructuring, spin-off of non-core assets, and cross-border acquisitions ■ PE's value: K Restructuring capability K Introduction of best corporate practices and top talent 13 EFTA01088969 Significant Opportunity Set in Our Focused Sectors Consumer/Retail II ■ World's #3 consumer market by value ■ Most sub-sectors have been growing at 15-20% p.a. ■ —$800 billion total market cap ■ An attractive combination of strong growth, profitability, cash flow, and opportunity for industry consolidation Media/Technology ■ World's #1 Internet market and #1 mobile market by # of users ■ Most sub-sectors have been growing at 30-40% p.a. ■ —$650 billion total market cap ■ High entry barrier, scalable business model and attractive growth/profitability profile ■ Greater China is increasingly the world's center of innovation BOYU CAPITAL Draft • World's #3 pharmaceutical market and #3 medical instrument market by value ■ Most sub-sectors have been growing at 20-25% p.a. • —$200 billion total market cap ■ Regulatory and demographic tailwind, long runway for growth, and ample opportunity for industry consolidation Financial Services ■ World's #3 stock market, #6 debt market and #6 insurance market ■ Most sub-sectors have been growing at 20-30% p.a. ■ —$1,700 billion total market cap, with some of the world's largest listed companies ■ High entry barrier, long runway for growth, and opportunity to deploy substantial capital 14 EFTA01088970 Macro Trends Shaping China's Consumer/Retail Sector I Draft O Rising middle class with increasing purchasing power - 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 O Modern retail formats expected to achieve further penetration - 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 45 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 0 Deregulation of the media sector - Government intention to liberalize the traditional media (TV, radio, etc.) O Behavioral expansion from media consumption to online consumerism - 30% of Internet users engaged in e-commerce and growing exponentially O PC-based Internet going mobile - Mobile Internet has taken off in China with proven business models emerging 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 0 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 Stronger regulatory oversight - Higher entry barriers and accelerating industry consolidation 17 EFTA01088973 Macro Trends Shaping China's Financial Services Sector I Draft I-- o 0 Non-bank credit -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 O Financial transaction efficiency - Further development of payment processing, financial information and other fintech business models 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 Disciplined Approach Based on Key Investment Criteria I Draft ■ Strong and trustworthy entrepreneur/management: K Integrity, capability and openness to partnership K Interests fully aligned with those of the investors ■ Market leader that captures compelling market opportunity: K 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 ] Create Proprietary Deal Flow ] Design Optimal Transaction Structures ] Emphasize Value-added Services Four-pillar strategy to deliver superior risk- adjusted returns 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 ■ Strong brand equity ■ True mastery of distribution channels ■ Scale matters ■ Platform play with consolidation opportunities ■ Robust cash flow ■ Convergence with IT leads to higher growth ■ Spirit of innovation and entrepreneurship ■ Network effect creates formidable entry barriers ■ First-mover advantage ■ Asset light model with strong operational leverage ■ Deregulation gives local players advantage ■ Competitive strength in large therapeutic areas ■ Strong regulatory know- how • IP-based competition to avoid pure pricing war ■ High gross margin to support significant sales and marketing costs • Domestic players need clear value proposition to compete with MNCs ■ Strong regulatory know- how • Recurring revenue for transaction-based model • Access to competitive source of funding • Robust risk management system in place ■ Effective talent retention system 22 EFTA01088978 Our Initial Focus in Consumer/Retail High Priority ■ Draft 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 Luxury • Auto / auto parts • Home care • Home appliance • Consumer electronics Household • Skincare / cosmetics Personal Care • Education Staples Consumer Services Discretionary • Restaurant • • Travel Lodging • Beauty and wellness • Department store • Convenience store Multi-line • Supermarket • Hypermarket Retail Retailer • • Home shopping • E-commerce Outlets • Home decor / furniture • Auto dealership Specialty Note: Interest level based on current deal pipeline and market conditions, subject to future revisions 23 EFTA01088979 Our Initial Focus in Media/Technology Draft Medium Priority Low Priority High Priority • • • • • • Social network Vertical display ad Online retailers Online payment Information services Security services • • • Online video Digital agency Marketplaces • • • Display ad — portal Search ad E-commerce enablers Internet Online Advertising E-Commerce Online Services • Platforms • Infrastructure Mobile Internet • Applications • 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 deal pipeline and market conditions, subject to future revisions 24 EFTA01088980 Our Initial Focus in Healthcare Draft Pharma Medical Device Healthcare Services Traditional Pharma Biotech .1 I Outsourcing Services Distribution / Retail Durables Consumables / Supplies Primary Institutions Consumer Services High Priority • Chemical drugs • Traditional Chinese medicine • Wholesale distribution • Durable medical equipment • Orthopedics • Private hospitals/clinics Medium Priority • API • Biosimilar • CRO • CSO • CM° • Dental implants • Medical supplies • Public hospitals • Clinical labs Low Priority • Blood product • Vaccine • Clinical trial management • Retail pharmacy • Cemetery • Retirement community Note: interest level based on current deal pipeline and market conditions, subject to future revisions 25 EFTA01088981 Our Initial Focus in Financial Services High Priority Medium Priority Draft Low Priority Non-bank Credit • SME/retail credit • • Consumer finance Leasing • Credit guarantee Banking & • City commercial banks • Rural banks Banks Credit • Joint-stock banks Credit • Credit rating Services • Credit scoring • National insurers • Regional insurers • Reinsurance Insurance Wealth • National asset managers • Alternative managers Asset Management Management • Advisory network Distribution / Retail • Distribution agency • Stock exchanges • OTC exchanges Exchanges • Commodity exchanges Capital Markets Securities • National securities firms • Regional securities firms • Payment network • Card issuers Payments / Payments • Payment processor Fintech Risk • Risk data analytics • Risk solutions Management • Financial information Note: Interest level based on current deal pipeline 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 ■ Proactively create investment opportunities rather than relying upon competitive bidding situations ■ Ability to align different interests through deal terms Deep industry domain knowledge Savvy deal striking capability "First-call" based industry network ■ "First-call" relationships with key decision-makers ■ Partner level access to top companies in our target sectors ■ Boyu professionals have been on the boards of some of 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 Stage Shareholder Recap PIPE SOE Restructuring ■ 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 incentive plan presence and human capital enhancement control 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 ■ Value-add: overall strategic planning, market opportunities exploration, company positioning, expansion into adjacent products / services ■ Example: Louis Cheung designed and successfully executed Ping An's turnaround and 10-year growth strategy of building it into a truly national financial conglomerate and growing the asset base by five times Corporate Governance ■ Value-add: building world-class board of directors, establishing various board committees, Sarbanes Oxley and public company preparation ■ Example: Sean Tong helped Wuxi Apptec build a world- class board and committees while at GA by introducing senior business leaders from McKinsey and Baidu Operational Improvement ■ Value-add: human capital retention and enhancement, management system optimization (supply chain, IT, finance, etc.) • Example: Mary Ma helped Daphne hire its CFO, COO and three other senior managers while at TPG. The company established KPIs and an employee incentive plan, and improved the inventory management system M&A / Capital Raising ■ Value-add: assistance in securing further financing and execution of M&A strategy (due diligence, deal negotiation, post-acquisition integration) • Example: Mary Ma and Sean Tong facilitated and executed Lenovo's acquisition of IBM's PC business. 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, and post performance is not indicative of future returns 29 EFTA01088985 IV. Organization and Culture 30 EFTA01088986 The Boyu Team Differentiation Draft Deep understanding of local market dynamics Long-term commitment to the local market Efficient, disciplined local decision making Global perspectives and best practices combined with... Fully transferrable local operational expertise Sound judgment regarding local management team Strong ability to navigate through local regulatory complexities Local network to source proprietary deals 31 EFTA01088987 The Boyu Team - Managing Director I Draft Mary Ma, Chairman -- Head of Investment Committee • 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 started in manufacturing and international operations in 1990, and led the finance functions 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 restructuring and integration in 2000-2003, its investments in Kingsoft in 1998 and Sohu.com 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, Chief Executive Officer -- Head of Management Committee -- Head of Portfolio Committee • 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 • 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 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 • Prior to Ping An, Louis was a global partner of McKinsey & Company and the leader in its Asia Pacific financial institutions practice. Having advised many local and multinational clients during 1993-2000 on strategy, organization, operations and corporate finance, he became a trusted consultant to many business leaders and government officials in the region. He has also served clients in the consumer, telecom/media and healthcare sectors 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, Managing Director • 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 • 2007: $75m investment in Wuxi Apptec, China's largest pharmaceutical R&D outsourcing company • 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 ■ Alex will join Boyu Capital as a founding member and Executive Director. Alex's professional experience includes serving as an Executive Director at Goldman Sachs Principal Investment Area, where he worked since 2005, and as a Business Analyst at McKinsey & Company Corporate Finance Practice • Alex has extensive transaction experience in leverage buyouts, PIPE investments, and growth capital investments. Notable transactions include Taiwan Mobile, Zoomlion Heavy Industry / CIFA, New Century Department Store and Simcere Pharma ■ Alex also played an active role in monitoring portfolio companies, including Legend Hony and Global Retail Inc • Alex graduated from the Chinese University of Hong Kong with a Bachelor of Business Administration (First Honors) Joey Chen • Joey is a founding member of Boyu Capital, where he joined as an Executive Director. He was previously a Vice President at General Atlantic, a global growth equity firm, where he worked since 2006. Prior to joining General Atlantic, Joey worked at Morgan Stanley in China Corporate Finance and Technology Investment Banking • Joey has extensive investment experience in consumer & retail and media & technology. Notable investments include Zhongsheng Group, MStar Semiconductor, Alibaba Group, and SouFun • In addition, Joey has played an active role in managing and creating value for portfolio companies, including Renren.com and Wuxi Apptec • Joey graduated with City Honors from Management School, Fudan University with a B.A. of Management Information Systems 35 EFTA01088991 The Boyu Team — Investment Professionals Draft Qi Zhou • Qi will join Boyu Capital as a founding member and Senior Associate. Qi's professional experience includes serving as an Associate in Goldman Sachs Principal Investment Area, where he worked since 2007, and in the Utilities and Healthcare teams in Beijing Gao Hua Securities Global Investment Research Division ■ Qi has extensive investment experience in consumer and manufacturing industries. Notable investments include Anhui Kouzi Distillery, New Century Department Store, Henan Songhe Distillery, Taiwan Mobile and China Risun ■ Qi has served on the Board of Directors of Anhui Kouzi Distillery • Qi has also played an active role in creating value for portfolio companies, including Mindray Medical International and Nepstar Chain Drugstore • Qi graduated with B.A. and M.S. from Tsinghua University's School of Economics and Management, where he majored in Accounting Yanling Cao • Yanling is a founding member of Boyu Capital, where he joined as a Senior Associate. He was previously a Senior Associate at General Atlantic, a global growth equity firm, where he worked since 2007. Prior to joining General Atlantic, Yanling was with Goldman Sachs Investment Banking Division, where he served clients across the telecommunications, media, technology, and real estate industries • Yanling has extensive investment experience in media & technology and healthcare. Notable investments include MStar Semiconductor, Alibaba Group, and SouFun • Yanling has also played an active role in creating value for portfolio companies, including Wuxi Apptec • Yanling graduated summa cum laude from Middlebury College in Vermont, U.S.A., where he majored in Economics and Mathematics. He is a member of the Phi Beta Kappa Society 36 EFTA01088992 The Boyu Team - Associates and Analysts I Draft Alvin Jiang • Alvin is a founding member of Boyu Capital, where he joined as an Associate. Prior to joining Boyu, Alvin worked for Goldman Sachs Principal Investment Area as an analyst, focusing on the group's investments in the Greater China region. Before joining PIA, Alvin was with Goldman Sachs Investment Banking Division in New York, focusing on the consumer retail sector • Alvin has investment experience in consumer retail and renewable energy sectors. Notable investments include Lianyungang Zhongfu Lianzhong Composites Group and Henan Songhe Distillery • Alvin has also played an active role in monitoring and creating value for portfolio companies, including Anhui Kouzi Distillery, Zoomlion Heavy Industry / CIFA, and Zhejiang Yangfan Shipbuilding Group. In addition, Alvin was also a member of PIA's RMB fund team, helping the group to set up its first RMB fund in China ■ Alvin graduated from Harvard University with a B.A. in Economics Tiger Chen • Tiger will join Boyu Capital as an Analyst. His professional experience includes serving as a member of Goldman Sachs' Global Economics, Commodities, and Strategy Research Division starting in 2008. Prior to that, Tiger worked with JPMorgan's Global Credit Risk Management Department (Client Credit Management). • Tiger has extensive research experience in commodities and telecom industries. He has also previously worked as a China Portfolio Strategy analyst, primarily focusing on A/H equity markets and domestic macro/economic issues. • Tiger graduated from the University of Hong Kong with a Bachelor of Economics and Finance and a minor in Statistics. He was also a visiting student and research assistant at the University of California, Berkeley 37 EFTA01088993 The Boyu Team - Global Advisory Board I Draft 1 Greenberg, Maurice • Chairman and CEO of C.V. Starr • Former Chairman and CEO of American International Group (AIG) U. Ruigang (MMI.1) • CEO of Shanghai Media Group (SMG) • Chairman of China Media Capital • Sits on the board of WPP 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—) • 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 Thornton, John • Chairman of Brookings Institution • Professor, Tsinghua University • Former President and Co-COO of Goldman Sachs TUNG, Chee Hwa (ft*) • Vice Chairman of the Chinese People's Politics Consultative Conference • First Chief Executive Officer of HKSAR (1997-2005) 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 38 EFTA01088994 Professional Corporate Governance Structure LP Advisory Committee ■ Bridge between LPs, GPs and the Fund ■ Ensure investors' and sponsors' interests are aligned Investment Committee ■ Evaluate and approve investment opportunities ■ Decisions on large transactions involving portfolio companies to BOYU CAPITAL Management Committee ■ Strategic planning ■ Cultural development ■ Team training and recruiting ■ Infrastructure development Draft Portfolio Committee ■ Oversee the monitoring and valuation of portfolio companies ■ Monitor financial / operational risk in the fund Global Advisory Board ■ Insights on macro trends ■ Advise on strategic issues ■ Advise on portfolio companies ■ 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 Origination 4 Due Diligence & --> -> Value Creation —3 Structuring Exit • Early identification of trends and opportunities • Theme-based prospecting • "First-call" status in our focused sectors • Opportunity for Boyu to add value • Rigorous due diligence, especially on management • Lead investor role in pursuit of active board presence • Disciplined deal structure • Experience in building, transforming and improving companies in our sectors • Long-term value-added partnership in strategic planning, governance, M&A and financing, and operational enhancement Internal Decision Making Process • Diversified exit strategy supported by capital markets experience and industry network of likely strategic buyers • Good sense for optimal timing of exit • Weekly updates; • Introductory Investment Committee discussion • Multiple weekly ® discussions; • Final IC approval: unanimous approval required • Discussion on follow-on investments Monthly Portfolio Committee review * • Deal team and PC meetings to consider exit strategy and execution plan 41 EFTA01088997 I Draft Institution Based on Core Values Trust and Respect Integrity Meritocracy Team Work ■ Working relationships based on mutual trust and respect ■ Resolve conflicts by open and direct deliberation ■ Upkeep the highest ethical standards in all external and internal dealings • Maintain full transparency of information among the team ■ Focus on professionalism and performance ■ Re-invest to enhance the platform • Attract, develop and retain the best talents • Collaborative approach • Consensus-driven and fact-based decision making 42 EFTA01088998 V. Track Record and Deal Pipeline EFTA01088999 Track Record of Boyu Team Members I Draft 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. Consumer / Retail Media / Technology Healthcare I Financial Services mindray Growth/Transformational Capital Expansion PIPE 6.1:11 T liLl IS Olaf ze , 'Cora* CGA 1 MCMGSHENG GROW COHN@ 4) WU MART 1 it*kft' IM-INE 6in AMiii5RAIMIDISMIWi>,51 in A Ag ZOOMLION • At • • MIMI COT lip Taiwan Mobile Itm ifdti, lef1401143 eiSrmcere RAW& p WuXi AppTec xrrsru DINICSIORE 4`3 ill TR 15 a s ht FA %rake Partners II bw/ Arm* &vigor Shareholder Recap a Tthrisian irtutkastx Limited gur (2Alibaba KNGSOFT *WURIMBR eS llu.com a SOE Restructuring Ct. ON. t. a l; NUMMI:15 eke , ' lbSZCB 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 Boyu's Investment Pipeline Name Proprieury Opportunity Sector 1 COneumenRetail 2 ConsumerfRetail 3 Cons,nerRelall Consumer,Retail 5 ktedaaechrciogy 8 AtedaTechndogy 7 AtedaTechndogy 8 Healthcare 9 Fnarcol Seneca 10 Friancol Sauces Total Proprietary Opportunity Privileged Access 11 Fnancel Sauces 12 Friarcial Serous 13 0.socSe'TechnYogy 14 Ueda/Technology 15 l.socSe'TechnYogy 18 Ueda/Technology 17 StedaaeChrtCrOgy 18 Healthcare Total Privileged Access Potential Opportunity Eat. Size (USD mm Dosed • lion 60 Shareholder Recap Leading specially mist clvin in Chna 100 SOE Restructuring Largest home shopping company in Chna 50 Expansion Leading home apptance suPgior in Greater Chna 50 Expanson Leading prate urnorsity with at:Prowl by the tAnistry of Education in China 80 PPE Leading Salwere and Caine gamng prouder in Chna 40 SOE Restructuring Leading twines: news broadcaslingflishing company in Chna 40 SOE Restructuring Leading :ports network in China 50 Shareholder Recap Leading OtarrnaCeulical marulacturer n Chre 50 Expansion Emerging electronic barbing senice amide, in Greater Chna 50 SOE Restructuring Leading city commensal bark in Olna 570 100 Shareholder ReCap One ot the largest prole ,nablanCe CrernDenieS in China 100 SOE Restructuring Leading ntertark transaction settlement system wonder in Chna 50 Expansion Leading 'Mewled sonic. pONder ellInenelfil data. inlormatial and s0aware 150 Expansion Leading private express ddhery :ante premier in Chna ISO Expansion Leading eNine relater 01 mans clotting 40 Shareholder Recap Leading DTV midileware player 40 SOE Restructuring Leading PTV prodder in Ghee 50 PPE Leading isharrnaceulmal :anises pronier in Chna 680 20 Expert= Leading restaurant chain in Dina 25 Expansion Leading rtiSteurent chin in Dina 30 Expansion Leading restaurant chain in China 50 Expansion Leading re:08MM Own In atm 50 Expansion Leading restaurant chain in Chna 50 Expansion Leading Spontmaar proNder in China 50 Shareholder Recap Leading Inmate cosmetics presider in China 50 PPE Leading dairy product manutacturer ri CNne 100 Expert= Leading dairy product manufacturer in China 50 Expansion Leading 4900elluOsal InduCt pfeNder in China 150 SOE Restructuring Leading arculturual peccbct prodder in China 50 Expansion One of the largest private unitersilies in China 50 Expansion One el ire largest high end electronics relaters n Chine 20 Expansion Leading Inancial informaticeVdate smite prodder in China 20 Expansion Leading software provider to the neurones industry in time 100 Expansion Leading electronic payment semen prosiles in China 200 PIPE Leading oiline gamng panne prodder in CNna 50 Expansion Leading online apparel retail in Chna 20 Expansion Leading Online apparel retail in Chna 80 Shareholder Recap Leading Internal penal and messenger in China 30 Expansion Leading Online ttmel search engine in Chna 50 Expansion Largest letter' sense prowder in Chna 50 Expansion Leading Wine supermarket ri Chine 20 Expansion Leading pharmaceutical company in Chile 50 Expansion Leading MONA pharmac0ubcal dstributor n Chre 1415 2.665 19 ConsanefRetai 20 COneuMenRelai 21 ConsanafRetai 22 CeneuMenRetai 23 ConsanafRetai 24 CeneuMenRetai 25 ConsanafRetai 26 ConsanerRelal 27 ConsanafRetai 28 CeneuMenReta 29 ConstrnafRetai 30 ConsvnafRetai 31 ktedaaechndogy 32 AtedaTechndogy 33 ktedaaechndogy 34 Atedalechndogy 35 ktedaaechndogy ktedalechndogy 37 ktedhlochndogy 38 ktedaTechndogy 39 Mecle'Technciogy 40 AtedaTechndogy 41 ktedhlochrciogy 42 Healthcare 43 hatralthcare Total Potential Opportunity Total Pipeline Draft Robust pipeline in four focused sectors Highly attractive proprietary opportunities and privileged access Ready to move into due diligence immediately 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