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CHINA PRIVATE EQUITY 2006 — Capitalizing on China’s Growth

Nothing Venture, Nothing Gain! China has become a magnet for private equity firms, which have raised billions of dollars to invest in the region. China’s private equity

attracted US$ 6 billion in 2005, the highest amount since 2001, according to Centre for Asia Private Equity Research Ltd. China held on to its

position as the second largest private equity market , which is more than any country but Japan.

Join us at the China Private Equity 2006 on May 11th &12th in Hilton, Shanghai. This premier event features both government authorities and

leading industry practitioners to address critical issues such as latest development of China’s legal infrastructure to support private equity

investment, key diligence points and pitfalls to remember when assessing Chinese companies etc., while offering a unique opportunity to

network with some of the most influential dealmakers in the China’s private equity & venture capital community.

Which industry sectors will benefit from this conference? Fund managers, Financial services firms, Private equity firms, Venture capital firms, Investment Banks, Lawyers, Consultants and suppliers

and major service providers

Who should attend the conference? General Partners: • Private Equity Funds • Venture Capitalists • Buyout Funds • Mezzanine Funds • Secondary Private Equity Funds

• Seed & Early Stage Investors

Limited Partners: • Investment Executives from Public and Corporate Pension Plan Sponsors

• Endowment/Foundation Officers • Chief Investment Officers • Director of Alternative Investments • Insurance Company Investment

Executives • Portfolio Managers • Director of Investments • Institutional Investors • Advisors/Fund of Funds

• Pension Fund Consultants

Others: • Attorneys • Accountants • Due Diligence Firms • Consultants and Appraisers • Lenders, Deal Facilitators and Consultants

• Private Placement Agents • Investment Bankers and Intermediaries • Deal Intermediaries • Mergers & Acquisition Specialists •

Distressed/Turnaround Managers • Entrepreneurs Seeking Capital • Angel Investors

May 11th &12th, 2006

Hilton, Shanghai

Endorsed by

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Day One, 11th May 2006 (Thursday)

0900 S1: The Revised Offshore Investment Rule – What Circular.75 could mean to Overseas VCs and Entrepreneurs Have the new regulations passed in October 2005 finally provided

foreign VCs with a viable road map into China’s technology sectors? Not

only do they address the issues of broader access to deals and raising

RMB capital, they also provide a framework for using share option

incentive programs, as well as loosening restrictions on domestic IPOs.

Will these changes provide the boost the Chinese VC market needs?

Senior government official will share views on what these new laws

mean for Chinese companies, what they’ll likely mean for overseas VC

firms investing in Chinese startups and how investors should handle rule

change.

This will conclude with a combined panel discussion on the development

of offshore investment rule in mainland China.

Senior Official

State Administration Foreign Exchange Shang hai Branch

1010 S2: Trade Sales with Chinese Characteristics Trade sale is the most important exit route in China. What is the current

situation of China's M&A market?

– In what ways that development of M&A market are being supported

and protected by legislation and policy in China? What are the

unique qualities of China's M&A market?

– What's the difference between Chinese M&A activities and the

current international practices?

– Can M&A be one of the effective exit channels for China's VC

industry?

Please listen to the insights from the industry leaders.

Lawrence Tse, Partner

Gobi Partners

Vincent Chan, Managing Director - North Asia

JAFCO Asia

1110 Tea Break & Networking

1130 Valuation: “Too Much or Not Enough” “Too much money coming in is just as bad as no money coming in,”

laments a veteran VC on his concern about the high valuations for recent

Chinese investments. With VCs from all over the world ramping up their

activities in China, should investors be wary of a possible bubble on the

valuations of good companies? Are the recent valuations justified and how should the industry respond or adapt to the increased

valuations? What valuation techniques are most appropriate for China

deals? The industry experts offer their view on timing and pricing.

James Yao

Managing Partner

Asiatech Ventures

1230 Luncheon and networking 1400 S3: Listening to the most successful venture capitalist sharing his view on doing business in China Many private equity firms searching for growth beyond their saturated

local markets regard Mainland China as an opportunity for both their

funds and portfolio companies. However, doing business in China

remains a complex process paved with numerous different obstacles.

– How can outsiders surmount the obstacles effectively and still

adhere to international standards?

– How is the globalization of venture capital affecting China?

– What do foreign investors bring to China and what are their

expectations?

Industry leaders share their views and experiences in this session.

Alex Yu

Partner

Capital Today

1450 S4: Panel Discussion – What does china need to become a developed private equity market? Panelist: Max Burger-Calderon

Senior Partner / Chairman Asia

Apax Partners

Varun Bery

Managing Director & Co-Founder

TVG

1540: Tea Break & Networking 1600 S5: The future of Buyout Investment – Case Study from Newbridge Capital Buyouts have become an increasingly important and profitable

sector for Asian strategic and private equity investors. This Session

surveys China’s buyout activity. We will turn to Chinese buyouts, where

the oversea rule may be ill-suited to local conditions. The Newbridge

Capital will discuss their experience and expectations in the China

market, which will conclude with a combined panel discussion on the

future of buyouts in mainland China.

Daniel Carroll

Managing Director

Newbridge Capital

1700 Closing Remarks from Chairman

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Day Two, 12th May 2006 (Friday)

0900 S1: The regulatory issues about the Regulations on Cross-Border Share Swap of Enterprises The MOFCOM (Ministry of Commerce) is currently drafting

regulations on cross-border share swaps between domestic and

offshore companies. The long-awaited regulations on share swaps

may soon be promulgated. The adoption of a share swap mechanism

will help the structuring of some M&A deals would further improve the

overall investment environment in China. Senior government official

from MOFCOM will share views on relevant rules’ impact on domestic

entrepreneur’s IPO in oversea capital market.

Senior Officer

Department of Foreign Capital Supervision

Ministry of Commerce

1010 S2: Leveraged Financing in Mainland China – Is China ripe for leveraged buyouts? Buyout firms typically use loans to finance about two- thirds of the

price of their acquisitions. LBOs, so popular in the U.S, have been

difficult to complete in China due to difficulties with financing and

regulatory approvals. Such complications could reduce the pool of

potential foreign buyers. Panelists survey the markets and analyze

about:

– What does the current leverage financing markets look like in

China compared to other locales?

– What are the key motivities of demand for leverage financing?

– Will domestic banks be able to play a significant role in China’s

projected private equity boom?

– What sectors will drive the demand for debt financing?

Raymond Hood

Managing Director

Asian Direct Capital Management

1110 Morning Tea Break & Networking 1130 S3: The LP’s Perspective/Outlook With the improvement of private equity environment in China, the fund

suppliers-- Limited Partners are gradually paying attention to funds

focused on China markets. Given the ever changing regulations and

political issues, how can success are guaranteed? LPs will share their

perspective on:

– How can LPs participate in China’s growth?

– What are the main concerns LPs have regarding their portfolios

and for the industry in general?

– What kind of criteria are the LPs applying when they are

screening funds for investment?

– What parameters do LPs use in choosing GPs to invest in given

that there is still limited track record for most groups?

– How can newer GPs attract the interest of major LPs?

Moderator:

Shaun Rein, Managing Director

China Market Research Group Panelists:

Kelvin Chan, Senior Vice-President

Partners Group

Alice Chow, Executive Director

Search Investment Group

1230 Luncheon and networking 1400 S4: Investment Hotspots & Ventures Financing Investment hotspots are an eternal topic for investors.

– Which industry will catch investors’ eyeballs in 2006, IC, Internet

or others?

– What stage investment is preferable?

– What kind of idiosyncrasies should be owned by successful

entrepreneurs at different stages?

Amir Gal-Or

Managing Partner

Infinity Venture Capital Fund (Israel)

1500 S5: Growth Capital – How a partnership between

entrepreneurs and private equity firms can help Chinese private

companies become globally competitive and deal successfully

with MNCs. – Chinese private companies have the necessary local knowledge

to deal with the local markets/buyout of SOEs, which is

something that MNCs would like to participate in.

– Chinese private companies have the ability to build very

competitive brands that MNCs can’t rival. MNCs may take the

view that it is better to acquire the brand from these companies,

rather than compete against them.

– Looking overseas to expand markets or make acquisitions is

facilitated by international private equity firms Working with,

buying from or selling to an MNC is a challenge - having private

equity investors is a significant advantage

Josephine Price, Managing Director

CLSA Capital Partners 1600 S6: Free Networking 1700 Closing Remarks from Chairman