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Cvcf December 2005

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Dave Liu
Dave Liu

Jefferies & Company is a leading investment banking firm focused on high growth companies. Over the past 5 years, Jefferies Broadview advised on 376 technology transactions worth $58.2 billion globally. Jefferies offers a full suite of investment banking products and services including equity offerings, mergers and acquisitions advisory, private equity, restructuring, private client services, and asset management. The firm has over 400 investment bankers in more than 20 offices worldwide.

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Jefferies & Company, Inc. Chinese Company Exit Opportunities: Current U.S. Technology IPO and Cross Border M&A Environment 2005 China Venture Capital Annual Forum December 14, 2005 CONFIDENTIAL DRAFT
Global Investment Banking Franchise A leading institutional brokerage and investment banking firm ¨C led by one of the most powerful capital markets trading platforms in the industry Principal operating subsidiary of Jefferies Group, Inc. (NYSE: JEF), a holding company In the last five years with an equity market capitalization of over $2.5 billion and 2,000 employees in more ending with 2004 Jefferies than 20 offices worldwide Broadview advised on: 376 technology transactions globally $60 worth approximately $58.2 billion $50 133 cross border transactions $40 101 public-to-public San Francisco Denver Boston London* Chicago Stamford Paris* transactions Silicon Valley Nashville New York Zurich* $30 Los Angeles Jersey City Tel Aviv*** Washington* Tokyo* Dallas Richmond Atlanta Austin Shanghai**** Houston New Orleans $20 $10 Sydney** Melbourne** $0 12/31/1992 8/12/1994 3/26/1996 11/6/1997 6/18/1999 1/31/2001 9/13/2002 4/26/2004 12/8/2005 * Offices of Jefferies Group, Inc. subsidiaries: Jefferies International Limited, Quarterdeck Investment Partners, LLC, or affiliate Broadview International, LLC. ** Sydney and Melbourne Offices of Australian affiliate, Burdett Buckeridge Young Limited. *** Tel Aviv Office of Israeli affiliate, Leumi & Co. Investment House. **** Office scheduled to be opened in Q106. 1
Jefferies Broadview Delivers The Full Spectrum Of Products And Services To Technology Clients Investment Banking Offers A Full Suite Of Investment Banking Products And Equity Leading banking franchise focused Services To Serve High Growth Companies Throughout The Over 135 account executives on high growth companies with Corporate Lifecycle cover over 2,000 institutional over 400 Investment Bankers accounts; make markets in (nearly 100 in technology) in over 4,000 stocks over 20 offices worldwide #1 volume trader of Equity Offerings ¨C Completed NASDAQ and OTC stocks in over 175 public equity offerings 2004; handle over 10% of g k in since 2000 NYSE volume; top 5 trader in an nearly 2,000 NASDAQ stocks Eq tB M&A - Ranked #1 in technology Industry Capital Mergers Coverage en u it Markets M&A advisory assignments in and Research Over 90 research analysts tm y 2004(1) Acquisitions covering over 600 companies es v In Private Equity - Regular dialogue Financial Sales Sponsors and relationships with over 250 financial sponsors Restructuring Trading Restructuring - Restructured approximately $150 billion in Private Client Structured Debt securities and liabilities Services Finance Dedicated high yield team of Asset Management over 40 experienced senior Cash Private Client Services / Cash Private professionals Management As Placements Management ¨C advisory, portfolio se Capital Integrated sales, trading, High Yield tM management and customized Partners research, capital markets and t eb financial solutions an banking functions D ag e Jefferies Capital Partners - more me #1 underwriter of mid-cap than $685 million in private equity nt high yield, led by team that funds under management joined Jefferies Broadview from Drexel Burnham (1) Source: Mergermarket. 2
Jefferies Broadview Is The Investment Bank Of Choice For Growth Companies ¡°There is a hole in the Jefferies Broadview¡¯s team of nearly 100 Bankers is one of the largest dedicated to marketplace where the Four the technology industry Horsemen have gone. Jefferies has a chance to fill it. They always had great #1 Technology M&A Advisor in 20051 trading and great distribution. Now they¡¯ve #3 Sales and trading platform for NASDAQ stocks2 got the whole puzzle.¡± ¡ª Sandy Robertson, #1 Provider of Single B debt3 founder Robertson Stephens New York Times (12/19/03) 2005 Technology M&A League Table1 2005 NASDAQ Trade Volume2 2005 Single B Debt Under $150MM3 # of Proceeds Financial Advisor Deals Rank Broker Rank Broker ($MM) Rank Jefferies & Company 28 1 UBS 1 Jefferies & Company 400.5 1 Bear Stearns and Company 2 Bear Stearns and Company 245.0 2 Morgan Stanley 27 2 Jefferies & Company 3 Banc of America Securities LLC 242.2 3 CSFB 27 2 Citigroup 4 Lehman Brothers 228.0 4 Goldman Sachs 25 4 JP Morgan 107.3 5 Merrill Lynch 5 Citigroup 21 5 Morgan Stanley 6 Citigroup 88.3 6 (1) Source: MergerMarket. All announced deals with transaction value of less than $1 billion for 1/1/05-9/30/05. Includes domestic, cross border, trans-Atlantic, private, public, acquisitions, divestment, merger, demerger deals, full credit to each advisor. Includes computer software, computer hardware, semiconductors, industrial electronics, Internet / ecommerce, and telecommunications hardware (2) January 1, 2005 to September 30, 2005. Source: Autex. Data Ranking amongst investment banks. Based on total volume traded of Nasdaq National, Small Cap and Bulletin Board Markets as a percentage of total volume. (3) January 1, 2005 to June 30, 2005. Source: SDC. Excludes split rated, mortgage and asset-backed securities. Full credit to lead manager, equal if joint. 3
Significant Experience In Asia Greater China Japan ËÙ´ïÈí¼þ Superdata Software has agreed to a management -led buyout to delist the Company from the has agreed to be acquired by has been acquired by Hong Kong GEM. The buyout is China Finance Online Co. Limited has been acquired by sponsored by $106,000,000 Access Co. Ltd. Och- Ziff Capital $80,600,000 Management Initial Public Offering Initial Public Offering $324,000,000 $90,000,000 HK$ 882,000,000 Co-Manager Co-Manager Confidential Financial Advisor to the Seller Financial Advisor to the Seller * * * has divested the SMIC Remote Special Services has been acquired by Silicon Motion Test Product Line has made a minority $71,454,555 to investment in $1,803,000,000 $92,479,037 Initial Public Offering Initial Public Offering Initial Public Offering Uniccs Co. Ltd. Lead Book Runner Joint Book Runner Sole Book Runner $26,000,000 Confidential Confidential has been acquired by has divested its has divested certain Handset Division to manufacturing assets to has sold a minority has been acquired by has acquired interest to $62,000,000 Confidential $165,100,000 Confidential $24,000,000 Confidential has restructured its Digital Media Business and Merged has sold certain mobile its Graphics Business with computing assets to has sold a minority has acquired has acquired formerly the graphics unit of stake to $30,000,000 Confidential Korea Confidential $38,000,000 $450,000,000 has divested its Kingston has completed a Technology broadcasting equipment Electronics Inc. Series C Round of Financing subsidiary TV/COM International, Inc., to has been acquired by Corporation Pequot Capital has made a minority has been acquired by National Semiconductor Pericom Semiconductor $60,000,000 investment in has been acquired by and other investors Initial Public Offering SunUpDesign Softbank Softbank Confidential Confidential $37,000,000 Sole Book runner Systems, Inc. Confidential Confidential $30,000,000 * Transaction completed by team at previous employer 4
Current U.S. Technology IPO and Cross Border M&A Environment 5
US Technology IPO Activity Is Down In The Nine Months Of 2005 Compared To The Prior Year US IPOs >$15MM 125% -24% Indicates Year- 229% over-Year Change 313 Indicates Projected -13% Year-over-Year Change -28% 18% 225 206 133% 175 -36% 132 -28% 105 -29% 95 75 125% -13% -91% 45 -5% 0% 391 21 20 20 29 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 Source: Jefferies Broadview¡¯s IPO Database. Based on IPOs priced 1993-6/30/2005 where the capital raised was $15MM or greater. 1 Extrapolation from 1st 9 month data Data excludes Print Media and Telecommunications and IP Services transactions 6
Chinese Technology Capital Markets Activity In The U.S. Has Dropped As Well In 2005 Compared To 2004 ($Millions) TTM % Change Offering TTM Quarters of EBITDA From TMC / TTM Issue Date Name Offering Type Amount Revenue Profitability Margin Offering1 Revenue TTM P/E 11/29/05 Actions Semiconductor IPO $72.0 $141.9 6 52% 1% 4.37 x 9.78 x 11/14/05 Vimicro IPO 87.0 66.6 9 15% (14%) 3.97 x 45.95 x 8/9/05 China Medical IPO 110.4 26.3 19 65% 112% 11.35 x 28.68 x 8/5/05 IPO 109.1 16.8 6 34% 189% NM NM 7/13/05 Focus Media Holding IPO 197.5 43.8 8 42% 82% 22.08 x 36.23 x 5/5/05 China Techfaith Wireless IPO 141.8 59.0 6 47% (6%) 14.60 x 31.30 x 2/3/05 Hurray! IPO 70.5 54.4 6 37% (11%) 2.85 x NM 12/16/04 Ctrip.com Follow-On 92.8 36.6 10 44% 12% 18.29 x 52.92 x 12/14/04 The9 IPO 103.3 3.4 7 11% (9%) 92.11 x 76.96 x 12/2/04 Ninetowns IPO 105.6 21.1 15 66% (53%) 14.14 x 23.70 x 11/10/04 China Netcom Group IPO 1,141.1 7,663.4 14 52% 44% 1.74 x 9.70 x 10/27/04 eLong IPO 62.1 13.3 0 4% (23%) 20.48 x NM 10/22/04 Shanda Convertible Debt 275.0 102.7 10 43% NA 27.70 x 57.12 x 10/15/04 China Finance IPO 80.6 3.5 8 1% (51%) 37.08 x 77.84 x 10/7/04 Hutchison Telecom. IPO 808.7 1,597.8 2 27% 76% 3.32 x 67.84 x 9/28/04 51job IPO 73.5 45.9 10 25% (2%) 21.14 x 143.43 x 7/8/04 Kongzhong IPO 100.0 14.3 5 41% 12% 12.67 x 30.00 x 5/13/04 Shanda IPO 152.4 72.6 8 43% 47% 26.27 x 59.82 x 3/12/04 SMI IPO 1,712.9 365.8 1 48% (58%) 7.89 x NM 3/5/04 TOM Online IPO 175.0 77.1 4 30% 34% 5.60 x 13.90 x 3/4/04 Linktone IPO 86.0 15.5 4 31% (27%) 3.94 x 22.60 x High 1,712.9 7,663.4 19 66% 189% 92.11 x 143.43 x Median 105.6 45.9 7 42% (1%) 13.41 x 36.23 x Low 62.1 3.4 0 4% (58%) 1.74 x 9.70 x (1) As of 12/7/05. 7
The Aggregate Value Of North American Technology M&A Transactions Announced In The First Nine Months Of 2005 Is Greater Than The Amount Announced In Each Of The Prior Three Years North American M&A Transactions ($ Billions) 55% 46% Indicates Year- over-Year Change Indicates Projected 78% 64% Year-over-Year $596.3 Change 173% $335.4 64% 55% -81% $144.11 42% $123.0 $115.8 55% -46% -9% 31% $88.1 96% $79.6 17% $62.7 $56.8 $55.9 $42.8 $ 10 8 .1 $18.6 $21.8 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 Source: Jefferies Broadview¡¯s Global Mergers and Acquisitions Database. Data includes mergers, acquisitions, majority stake purchases, purchases of remaining interests and large investments by non-financial buyers of North American technology companies. Large investments are defined as purchases valued at more than $100MM or of more than 20% of equity. Minority stake purchases by financial buyers and product deals are excluded from the data. 1 Extrapolation from 1st 9 month data 8 Data excludes Print Media and Telecommunications and IP Services transactions
While The Cross Border M&A Market In China Is Nascent, Deal Frequency Is On The Rise Representative Chinese Technology M&A/Strategic Investments ($Millions) Key issues Date Transaction Announced Target Name Acquiror Name Value M&A Type - Few ¡°willing¡± sellers 11/11/05 Superdata Software Och-Ziff Capital Management $114.0 Management Buyout 10/28/05 Huawei-3com 3Com 28.0 Acquisition - Price expectations 9/27/05 Chinasoft International Microsoft and International Finance 35.0 Minority Investment 9/2/05 Langchao Microsoft 25.0 Minority Investment - Post-acquisition 8/10/05 Alibaba.com Yahoo! 1,000.0 Minority Investment management and 7/13/05 Soufun Trader Classified Media 22.5 Minority Investment 6/30/05 Dalian Hi-Think Computer Tech Microsoft NA Minority Investment integration 6/21/05 Longshine Amdocs 30.0 Acquisition 4/21/05 PCHome CNET Networks 11.0 Acquisition - Cultural fit 3/30/05 Three-Five System International DisplayWorks 10.4 Acquisition 2/3/05 ChinaHR Monster.com 50.0 Minority Investment 1/25/05 PRCInvestment.com Reed Elsevier Conf. Acquisition 1/25/05 ChinaEdu McGraw-Hill Education 18.0 Minority Investment 1/13/05 C-Valley THQ Wireless Conf. Minority Investment 1/3/05 HandInfo Group MFORMA Group NA Acquisition 12/27/04 Digital Media Group NTT DoCoMo 4.2 Minority Investment 12/16/04 eLong IAC/InterActiveCorp 320.6 Control Investment 11/25/04 Konka Thomson 18.9 Minority Investment 10/26/04 ChinaLOOP Acxiom NA Acquisition 10/14/04 Zhongguancun On Line CNET Networks 15.0 Acquisition 10/14/04 Fengniao Photography On Line CNET Networks 1.0 Acquisition 10/12/04 Magus Soft MFORMA Group NA Acquisition 8/19/04 Joyo.com Amazon.com 75.0 Acquisition 6/21/04 Ctrip.com Rakuten 109.6 Minority Investment 6/15/04 Google 10.0 Minority Investment 11/21/03 3721 Network Software Yahoo! 120.0 Acquisition 6/11/03 EachNet.com eBay 150.0 Acquisition 9
Overall, While Chinese Technology IPO Activity Has Declined Cross Border M&A Is Becoming An Increasingly Viable Exit Opportunity In 2004, Nearly 50% Of IPO Exit Chinese Technology 20 Companies Listed Solely Other On The NASDAQ 15 Dual Listing Singapore 10 Nasdaq 5 HK GEM Exit Strategy Hong Kong IPO M&A 0 2000 19 20 2000 2001 2002 2003 2004 2005 2001 2 10 2002 2 4 Number of M&A Exits 2003 1 7 20 2004 16 5 15 2005 10 11 Total 50 57 10 5 0 2000 2001 2002 2003 2004 2005 Dual Listing includes all companies listed on more than 1 exchange Other includes Shenzhen, Tokyo, Shanghai and New York Source: SDC. Excludes transactions where IPO gross proceeds and M&A deal values were < $25MM 10
SAFE Circulars 11, 29, 75: Impact On Exit Potential For Chinese Companies? Issued on October 21, 2005 and effective November 1, 2005, Circular 75 supersedes both Circular 11 and Circular 29 Circular 11 and 29 Circular 75 SPVs and Roundtrip ¨C Attempts to control and limit the practice of + Officially sanctions offshore equity financing Investment roundtrip investment through SPVs and roundtrip investments ¨C Requires PRC residents obtain SAFE approval + Requires PRC residents to only register with SAFE; SAFE Approvals to establish/obtain control of a foreign company no need to obtain SAFE approval as well as to exchange domestic assets or equity interest for assets or stock of a foreign company + N/A ¨C Initial foreign exchange registration (disclosures, Foreign Exchange approval certificates) required for PRC residents to establish/obtain control of SPV Registrations and ¨C PRC residents must file an amendment to the Disclosures for foreign exchange registration if they contribute to Proposed Offshore an SPV the assets or equity interest in a PRC Investment company or when offshore financing is raised after having contributed assets/equity to the SPV ¨C Requires the PRC company receiving roundtrip investment or shareholder loans from an SPV to go through foreign exchange registration ¨C Material changes to capital structure of SPV not involving a roundtrip investment require amendments to foreign exchange registration Net Impact to Chinese Entrepreneurs: Circular 75 permits continued access to offshore financing with limited red tape 11
Summary: What Does All This Mean For Chinese Technology Companies Looking To The U.S. For An Exit? The Nasdaq has experienced a decline in the number of Chinese technology listings ¨C GEM, AIM, Singapore and Mothers exchanges represent real alternatives with less stringent listing requirements ¨C Sarbanes-Oxley ¨C Business models unique to China with few Nasdaq comparables However, the Nasdaq is still the preferred destination for technology companies worldwide ¨C Research analysts and investors understand technology ¨C Liquidity second to none ¨C Significant branding opportunity / signal to market Overseas investors, particularly in the U.S., are increasingly looking to make acquisitions and strategic investments in China ¨C and in several cases at ¡°IPO-level¡± valuations! Investors and entrepreneurs should look to cross border M&A as a viable exit opportunity ¨C China is top strategic priority for many international firms ¨C Being a public company is only the ¡°beginning¡± for key management / founders SAFE Circular 75 should be seen as a positive development and confirmation of the Chinese government¡¯s dedication to promoting growth in the private sector 12
Contact Information David A. Liu Áõ´óΰ Managing Director US Tel: 650-573-4803 China Tel: 86-1371-823-9325 Email: dliu@jefferies.com Wei Z. Hopeman Õų¿Îª Vice President & Chief Representative US Tel: 650-573-4883 China Tel: 86-1391-830-6556 Email: whopeman@jefferies.com Randy C. Wang ÍõºèÓî Shanghai Representative China Tel: 86-1368-198-5889 Email: rwang@jefferies.com 13

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Cvcf December 2005

  • 1. Jefferies & Company, Inc. Chinese Company Exit Opportunities: Current U.S. Technology IPO and Cross Border M&A Environment 2005 China Venture Capital Annual Forum December 14, 2005 CONFIDENTIAL DRAFT
  • 2. Global Investment Banking Franchise A leading institutional brokerage and investment banking firm ¨C led by one of the most powerful capital markets trading platforms in the industry Principal operating subsidiary of Jefferies Group, Inc. (NYSE: JEF), a holding company In the last five years with an equity market capitalization of over $2.5 billion and 2,000 employees in more ending with 2004 Jefferies than 20 offices worldwide Broadview advised on: 376 technology transactions globally $60 worth approximately $58.2 billion $50 133 cross border transactions $40 101 public-to-public San Francisco Denver Boston London* Chicago Stamford Paris* transactions Silicon Valley Nashville New York Zurich* $30 Los Angeles Jersey City Tel Aviv*** Washington* Tokyo* Dallas Richmond Atlanta Austin Shanghai**** Houston New Orleans $20 $10 Sydney** Melbourne** $0 12/31/1992 8/12/1994 3/26/1996 11/6/1997 6/18/1999 1/31/2001 9/13/2002 4/26/2004 12/8/2005 * Offices of Jefferies Group, Inc. subsidiaries: Jefferies International Limited, Quarterdeck Investment Partners, LLC, or affiliate Broadview International, LLC. ** Sydney and Melbourne Offices of Australian affiliate, Burdett Buckeridge Young Limited. *** Tel Aviv Office of Israeli affiliate, Leumi & Co. Investment House. **** Office scheduled to be opened in Q106. 1
  • 3. Jefferies Broadview Delivers The Full Spectrum Of Products And Services To Technology Clients Investment Banking Offers A Full Suite Of Investment Banking Products And Equity Leading banking franchise focused Services To Serve High Growth Companies Throughout The Over 135 account executives on high growth companies with Corporate Lifecycle cover over 2,000 institutional over 400 Investment Bankers accounts; make markets in (nearly 100 in technology) in over 4,000 stocks over 20 offices worldwide #1 volume trader of Equity Offerings ¨C Completed NASDAQ and OTC stocks in over 175 public equity offerings 2004; handle over 10% of g k in since 2000 NYSE volume; top 5 trader in an nearly 2,000 NASDAQ stocks Eq tB M&A - Ranked #1 in technology Industry Capital Mergers Coverage en u it Markets M&A advisory assignments in and Research Over 90 research analysts tm y 2004(1) Acquisitions covering over 600 companies es v In Private Equity - Regular dialogue Financial Sales Sponsors and relationships with over 250 financial sponsors Restructuring Trading Restructuring - Restructured approximately $150 billion in Private Client Structured Debt securities and liabilities Services Finance Dedicated high yield team of Asset Management over 40 experienced senior Cash Private Client Services / Cash Private professionals Management As Placements Management ¨C advisory, portfolio se Capital Integrated sales, trading, High Yield tM management and customized Partners research, capital markets and t eb financial solutions an banking functions D ag e Jefferies Capital Partners - more me #1 underwriter of mid-cap than $685 million in private equity nt high yield, led by team that funds under management joined Jefferies Broadview from Drexel Burnham (1) Source: Mergermarket. 2
  • 4. Jefferies Broadview Is The Investment Bank Of Choice For Growth Companies ¡°There is a hole in the Jefferies Broadview¡¯s team of nearly 100 Bankers is one of the largest dedicated to marketplace where the Four the technology industry Horsemen have gone. Jefferies has a chance to fill it. They always had great #1 Technology M&A Advisor in 20051 trading and great distribution. Now they¡¯ve #3 Sales and trading platform for NASDAQ stocks2 got the whole puzzle.¡± ¡ª Sandy Robertson, #1 Provider of Single B debt3 founder Robertson Stephens New York Times (12/19/03) 2005 Technology M&A League Table1 2005 NASDAQ Trade Volume2 2005 Single B Debt Under $150MM3 # of Proceeds Financial Advisor Deals Rank Broker Rank Broker ($MM) Rank Jefferies & Company 28 1 UBS 1 Jefferies & Company 400.5 1 Bear Stearns and Company 2 Bear Stearns and Company 245.0 2 Morgan Stanley 27 2 Jefferies & Company 3 Banc of America Securities LLC 242.2 3 CSFB 27 2 Citigroup 4 Lehman Brothers 228.0 4 Goldman Sachs 25 4 JP Morgan 107.3 5 Merrill Lynch 5 Citigroup 21 5 Morgan Stanley 6 Citigroup 88.3 6 (1) Source: MergerMarket. All announced deals with transaction value of less than $1 billion for 1/1/05-9/30/05. Includes domestic, cross border, trans-Atlantic, private, public, acquisitions, divestment, merger, demerger deals, full credit to each advisor. Includes computer software, computer hardware, semiconductors, industrial electronics, Internet / ecommerce, and telecommunications hardware (2) January 1, 2005 to September 30, 2005. Source: Autex. Data Ranking amongst investment banks. Based on total volume traded of Nasdaq National, Small Cap and Bulletin Board Markets as a percentage of total volume. (3) January 1, 2005 to June 30, 2005. Source: SDC. Excludes split rated, mortgage and asset-backed securities. Full credit to lead manager, equal if joint. 3
  • 5. Significant Experience In Asia Greater China Japan ËÙ´ïÈí¼þ Superdata Software has agreed to a management -led buyout to delist the Company from the has agreed to be acquired by has been acquired by Hong Kong GEM. The buyout is China Finance Online Co. Limited has been acquired by sponsored by $106,000,000 Access Co. Ltd. Och- Ziff Capital $80,600,000 Management Initial Public Offering Initial Public Offering $324,000,000 $90,000,000 HK$ 882,000,000 Co-Manager Co-Manager Confidential Financial Advisor to the Seller Financial Advisor to the Seller * * * has divested the SMIC Remote Special Services has been acquired by Silicon Motion Test Product Line has made a minority $71,454,555 to investment in $1,803,000,000 $92,479,037 Initial Public Offering Initial Public Offering Initial Public Offering Uniccs Co. Ltd. Lead Book Runner Joint Book Runner Sole Book Runner $26,000,000 Confidential Confidential has been acquired by has divested its has divested certain Handset Division to manufacturing assets to has sold a minority has been acquired by has acquired interest to $62,000,000 Confidential $165,100,000 Confidential $24,000,000 Confidential has restructured its Digital Media Business and Merged has sold certain mobile its Graphics Business with computing assets to has sold a minority has acquired has acquired formerly the graphics unit of stake to $30,000,000 Confidential Korea Confidential $38,000,000 $450,000,000 has divested its Kingston has completed a Technology broadcasting equipment Electronics Inc. Series C Round of Financing subsidiary TV/COM International, Inc., to has been acquired by Corporation Pequot Capital has made a minority has been acquired by National Semiconductor Pericom Semiconductor $60,000,000 investment in has been acquired by and other investors Initial Public Offering SunUpDesign Softbank Softbank Confidential Confidential $37,000,000 Sole Book runner Systems, Inc. Confidential Confidential $30,000,000 * Transaction completed by team at previous employer 4
  • 6. Current U.S. Technology IPO and Cross Border M&A Environment 5
  • 7. US Technology IPO Activity Is Down In The Nine Months Of 2005 Compared To The Prior Year US IPOs >$15MM 125% -24% Indicates Year- 229% over-Year Change 313 Indicates Projected -13% Year-over-Year Change -28% 18% 225 206 133% 175 -36% 132 -28% 105 -29% 95 75 125% -13% -91% 45 -5% 0% 391 21 20 20 29 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 Source: Jefferies Broadview¡¯s IPO Database. Based on IPOs priced 1993-6/30/2005 where the capital raised was $15MM or greater. 1 Extrapolation from 1st 9 month data Data excludes Print Media and Telecommunications and IP Services transactions 6
  • 8. Chinese Technology Capital Markets Activity In The U.S. Has Dropped As Well In 2005 Compared To 2004 ($Millions) TTM % Change Offering TTM Quarters of EBITDA From TMC / TTM Issue Date Name Offering Type Amount Revenue Profitability Margin Offering1 Revenue TTM P/E 11/29/05 Actions Semiconductor IPO $72.0 $141.9 6 52% 1% 4.37 x 9.78 x 11/14/05 Vimicro IPO 87.0 66.6 9 15% (14%) 3.97 x 45.95 x 8/9/05 China Medical IPO 110.4 26.3 19 65% 112% 11.35 x 28.68 x 8/5/05 IPO 109.1 16.8 6 34% 189% NM NM 7/13/05 Focus Media Holding IPO 197.5 43.8 8 42% 82% 22.08 x 36.23 x 5/5/05 China Techfaith Wireless IPO 141.8 59.0 6 47% (6%) 14.60 x 31.30 x 2/3/05 Hurray! IPO 70.5 54.4 6 37% (11%) 2.85 x NM 12/16/04 Ctrip.com Follow-On 92.8 36.6 10 44% 12% 18.29 x 52.92 x 12/14/04 The9 IPO 103.3 3.4 7 11% (9%) 92.11 x 76.96 x 12/2/04 Ninetowns IPO 105.6 21.1 15 66% (53%) 14.14 x 23.70 x 11/10/04 China Netcom Group IPO 1,141.1 7,663.4 14 52% 44% 1.74 x 9.70 x 10/27/04 eLong IPO 62.1 13.3 0 4% (23%) 20.48 x NM 10/22/04 Shanda Convertible Debt 275.0 102.7 10 43% NA 27.70 x 57.12 x 10/15/04 China Finance IPO 80.6 3.5 8 1% (51%) 37.08 x 77.84 x 10/7/04 Hutchison Telecom. IPO 808.7 1,597.8 2 27% 76% 3.32 x 67.84 x 9/28/04 51job IPO 73.5 45.9 10 25% (2%) 21.14 x 143.43 x 7/8/04 Kongzhong IPO 100.0 14.3 5 41% 12% 12.67 x 30.00 x 5/13/04 Shanda IPO 152.4 72.6 8 43% 47% 26.27 x 59.82 x 3/12/04 SMI IPO 1,712.9 365.8 1 48% (58%) 7.89 x NM 3/5/04 TOM Online IPO 175.0 77.1 4 30% 34% 5.60 x 13.90 x 3/4/04 Linktone IPO 86.0 15.5 4 31% (27%) 3.94 x 22.60 x High 1,712.9 7,663.4 19 66% 189% 92.11 x 143.43 x Median 105.6 45.9 7 42% (1%) 13.41 x 36.23 x Low 62.1 3.4 0 4% (58%) 1.74 x 9.70 x (1) As of 12/7/05. 7
  • 9. The Aggregate Value Of North American Technology M&A Transactions Announced In The First Nine Months Of 2005 Is Greater Than The Amount Announced In Each Of The Prior Three Years North American M&A Transactions ($ Billions) 55% 46% Indicates Year- over-Year Change Indicates Projected 78% 64% Year-over-Year $596.3 Change 173% $335.4 64% 55% -81% $144.11 42% $123.0 $115.8 55% -46% -9% 31% $88.1 96% $79.6 17% $62.7 $56.8 $55.9 $42.8 $ 10 8 .1 $18.6 $21.8 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 Source: Jefferies Broadview¡¯s Global Mergers and Acquisitions Database. Data includes mergers, acquisitions, majority stake purchases, purchases of remaining interests and large investments by non-financial buyers of North American technology companies. Large investments are defined as purchases valued at more than $100MM or of more than 20% of equity. Minority stake purchases by financial buyers and product deals are excluded from the data. 1 Extrapolation from 1st 9 month data 8 Data excludes Print Media and Telecommunications and IP Services transactions
  • 10. While The Cross Border M&A Market In China Is Nascent, Deal Frequency Is On The Rise Representative Chinese Technology M&A/Strategic Investments ($Millions) Key issues Date Transaction Announced Target Name Acquiror Name Value M&A Type - Few ¡°willing¡± sellers 11/11/05 Superdata Software Och-Ziff Capital Management $114.0 Management Buyout 10/28/05 Huawei-3com 3Com 28.0 Acquisition - Price expectations 9/27/05 Chinasoft International Microsoft and International Finance 35.0 Minority Investment 9/2/05 Langchao Microsoft 25.0 Minority Investment - Post-acquisition 8/10/05 Alibaba.com Yahoo! 1,000.0 Minority Investment management and 7/13/05 Soufun Trader Classified Media 22.5 Minority Investment 6/30/05 Dalian Hi-Think Computer Tech Microsoft NA Minority Investment integration 6/21/05 Longshine Amdocs 30.0 Acquisition 4/21/05 PCHome CNET Networks 11.0 Acquisition - Cultural fit 3/30/05 Three-Five System International DisplayWorks 10.4 Acquisition 2/3/05 ChinaHR Monster.com 50.0 Minority Investment 1/25/05 PRCInvestment.com Reed Elsevier Conf. Acquisition 1/25/05 ChinaEdu McGraw-Hill Education 18.0 Minority Investment 1/13/05 C-Valley THQ Wireless Conf. Minority Investment 1/3/05 HandInfo Group MFORMA Group NA Acquisition 12/27/04 Digital Media Group NTT DoCoMo 4.2 Minority Investment 12/16/04 eLong IAC/InterActiveCorp 320.6 Control Investment 11/25/04 Konka Thomson 18.9 Minority Investment 10/26/04 ChinaLOOP Acxiom NA Acquisition 10/14/04 Zhongguancun On Line CNET Networks 15.0 Acquisition 10/14/04 Fengniao Photography On Line CNET Networks 1.0 Acquisition 10/12/04 Magus Soft MFORMA Group NA Acquisition 8/19/04 Joyo.com Amazon.com 75.0 Acquisition 6/21/04 Ctrip.com Rakuten 109.6 Minority Investment 6/15/04 Google 10.0 Minority Investment 11/21/03 3721 Network Software Yahoo! 120.0 Acquisition 6/11/03 EachNet.com eBay 150.0 Acquisition 9
  • 11. Overall, While Chinese Technology IPO Activity Has Declined Cross Border M&A Is Becoming An Increasingly Viable Exit Opportunity In 2004, Nearly 50% Of IPO Exit Chinese Technology 20 Companies Listed Solely Other On The NASDAQ 15 Dual Listing Singapore 10 Nasdaq 5 HK GEM Exit Strategy Hong Kong IPO M&A 0 2000 19 20 2000 2001 2002 2003 2004 2005 2001 2 10 2002 2 4 Number of M&A Exits 2003 1 7 20 2004 16 5 15 2005 10 11 Total 50 57 10 5 0 2000 2001 2002 2003 2004 2005 Dual Listing includes all companies listed on more than 1 exchange Other includes Shenzhen, Tokyo, Shanghai and New York Source: SDC. Excludes transactions where IPO gross proceeds and M&A deal values were < $25MM 10
  • 12. SAFE Circulars 11, 29, 75: Impact On Exit Potential For Chinese Companies? Issued on October 21, 2005 and effective November 1, 2005, Circular 75 supersedes both Circular 11 and Circular 29 Circular 11 and 29 Circular 75 SPVs and Roundtrip ¨C Attempts to control and limit the practice of + Officially sanctions offshore equity financing Investment roundtrip investment through SPVs and roundtrip investments ¨C Requires PRC residents obtain SAFE approval + Requires PRC residents to only register with SAFE; SAFE Approvals to establish/obtain control of a foreign company no need to obtain SAFE approval as well as to exchange domestic assets or equity interest for assets or stock of a foreign company + N/A ¨C Initial foreign exchange registration (disclosures, Foreign Exchange approval certificates) required for PRC residents to establish/obtain control of SPV Registrations and ¨C PRC residents must file an amendment to the Disclosures for foreign exchange registration if they contribute to Proposed Offshore an SPV the assets or equity interest in a PRC Investment company or when offshore financing is raised after having contributed assets/equity to the SPV ¨C Requires the PRC company receiving roundtrip investment or shareholder loans from an SPV to go through foreign exchange registration ¨C Material changes to capital structure of SPV not involving a roundtrip investment require amendments to foreign exchange registration Net Impact to Chinese Entrepreneurs: Circular 75 permits continued access to offshore financing with limited red tape 11
  • 13. Summary: What Does All This Mean For Chinese Technology Companies Looking To The U.S. For An Exit? The Nasdaq has experienced a decline in the number of Chinese technology listings ¨C GEM, AIM, Singapore and Mothers exchanges represent real alternatives with less stringent listing requirements ¨C Sarbanes-Oxley ¨C Business models unique to China with few Nasdaq comparables However, the Nasdaq is still the preferred destination for technology companies worldwide ¨C Research analysts and investors understand technology ¨C Liquidity second to none ¨C Significant branding opportunity / signal to market Overseas investors, particularly in the U.S., are increasingly looking to make acquisitions and strategic investments in China ¨C and in several cases at ¡°IPO-level¡± valuations! Investors and entrepreneurs should look to cross border M&A as a viable exit opportunity ¨C China is top strategic priority for many international firms ¨C Being a public company is only the ¡°beginning¡± for key management / founders SAFE Circular 75 should be seen as a positive development and confirmation of the Chinese government¡¯s dedication to promoting growth in the private sector 12
  • 14. Contact Information David A. Liu Áõ´óΰ Managing Director US Tel: 650-573-4803 China Tel: 86-1371-823-9325 Email: dliu@jefferies.com Wei Z. Hopeman Õų¿Îª Vice President & Chief Representative US Tel: 650-573-4883 China Tel: 86-1391-830-6556 Email: whopeman@jefferies.com Randy C. Wang ÍõºèÓî Shanghai Representative China Tel: 86-1368-198-5889 Email: rwang@jefferies.com 13