Jayhawk Capital Management LLC

FEES & COMPENSATION
The GPs are compensated through the payment of management fees and performance-based compensation by the investors
in the Funds (“Investors”). We may (in our sole discretion) elect to waive or reduce this compensation for Investors who are
affiliated with us. The Funds’ fee terms are summarized below and described more fully in each of the Funds’ operating or
limited partnership agreement (collectively, the “Governing Documents”).

Management Fee

The GPs receive management fees from some, but not all, of the Funds, and are payable in advance on a quarterly basis. The
management fees range from 2.0% to 2.5% of Investors’ capital commitments or deployed capital, depending on the Fund’s
terms and its stage of life. Management fees often are reduced by any consulting, advisory, break-up or other similar fees
received by the GPs.

Carried Interest Allocation

In addition, as described in further detail below under “Performance-Based Fees & Side-by-Side Management,” the GPs receive a
performance allocation (commonly referred to as “carried interest”) in the form of a portion of some of the Funds’ investment
profits (generally 20%) and is generally paid to the relevant GP when earned. For some Funds, the carried interest is subject
first to the Fund returning a specified amount to Investors—a hurdle—before the GP receives its fee.

Other Fees & Expenses

In addition to the management fee and incentive allocation, the Funds bear their own expenses as described more fully in each
Fund’s offering documents. These expenses include, for example, custodian fees, brokerage fees and other transaction costs;
research services and other third-party research-related expenses; travel expenses; accounting, audit and tax preparation
expenses; regulatory expenses; insurance expenses; entity-level taxes; organizational expenses; and fees paid to third-party
service providers, such as prime brokers, lawyers, accountants and consultants. Additional information about brokerage is
provided below under “Brokerage Practices.”

PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT
As described above, some GPs receive performance-based compensation from the respective Fund for which each serves as
general partner. These Funds allocate a portion of their investment profits (generally 20%) to their GPs under the applicable
Governing Documents.

The fact that the GPs may receive performance-based compensation creates a potential conflict of interest in that it may create
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an incentive for the GPs to make investments on behalf of the Funds that are riskier or more speculative than would be the
case in the absence of such performance-based compensation arrangements. Investors are provided with clear disclosure in
the relevant Governing Documents and private placement memoranda as to how performance-based compensation is charged
for a particular Fund and the risks associated with such performance-based compensation prior to making an investment. In
addition, the carried interest is applied only upon distribution of profits to the Investors, such that the economic interests of
the GPs are tied directly to the Investors’ ability to achieve liquidity. For some Funds, where carried interest may be paid out
before full return of capital to Investors, there are “clawback” provisions which require the respective GP to repay any
previously taken carried interest in excess of the amount ultimately earned.

In addition, from time to time, more than one Fund may participate in a given portfolio investment. Where the performance
of one Fund has met the required performance threshold for its GP to receive amounts in respect of its carried interest while
another Fund has not (or a Fund which pays no performance fee is participating), we may have an incentive to allocate
particularly attractive investment opportunities to the Fund that is expected to generate carried interest or to permit that
Fund to exit investments at a time that would maximize its returns, potentially to the detriment of the other Fund or Funds.

We and our affiliated GPs seek to ensure that all investments made by the Funds are fairly and equitably allocated. We do not
take the potential for performance-based compensation into account when allocating investment opportunities among Funds.
If we determine that it would be appropriate for more than one Fund to participate in an investment opportunity, we will seek
to allocate the investment opportunity on a fair and equitable basis and in a manner that is permissible under the respective
Funds’ Governing Documents, and without regard to the performance-based compensation which may be payable by a
particular Fund.

Additional information about the allocation of investment opportunities, including among the Funds and the employee-only
funds, is included below under “Brokerage Practices—Allocation & Aggregation of Transactions.”

TYPES OF CLIENTS
We provide investment advisory services solely to pooled investment vehicles—the Funds. Investors are generally high net
worth individuals, trusts, estates, limited partnerships, limited liability companies or other entities. The Funds are closed to
new investors, and we do not anticipate opening future Funds to the public. Investors generally must be “accredited investors”
(as defined in Regulation D under the Securities Act of 1933 (the “1933 Act”)), “qualified clients” under Rule 205-3 of
the Investment Advisers Act of 1940 (“Advisers Act”), and “qualified purchasers” as defined in section 2(a)(51)(A) of the
Investment Company Act of 1940 (“1940 Act”). The minimum capital commitment of an Investor is normally $1,000,000,
subject to waiver by the respective GP.

Investors in some Funds are not permitted to withdraw from a Fund prior to the Fund’s dissolution, and may not transfer any
of their interest, rights or obligations under the Fund without the prior written consent of the respective GP. Investors in
other Funds generally are permitted to withdraw their investment at the end of each fiscal quarter on in-kind basis or
discounted cash value. This ability may be suspended from time to time at our discretion.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS
It is critical that Investors refer to the relevant offering memorandum, subscription agreement, and other Governing
Documents for a complete understanding of the material risks involved in an investment in a Fund. The below
information is a summary only and is qualified in its entirety by such documents.

An investment in the Funds may be deemed speculative and is not intended as a complete investment program.
Investing in the securities markets in general and in the Funds in particular involves significant risk. Investments in
the Funds are appropriate for only experienced and sophisticated persons who meet certain eligibility criteria, are
able to bear the risk of loss of some or all of an investment, and have a limited need for liquidity.

Methods of Analysis & Investment Strategies

As explained more fully in each Fund’s offering documents, our investment strategy for the Funds is based upon a
fundamental, research-intensive, security selection process. While attention is paid to general macroeconomic conditions, the
firm believes that the underlying stock selection process is the critical determinant to achieving investment results.
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Also as explained more fully in each Fund’s offering documents, the Funds’ principal investment objective is to maximize
shareholder returns primarily through investments in equity securities, including derivatives and other equity-related
instruments of companies that are organized or have substantial sales or operations in China. In circumstances deemed
appropriate by Jayhawk Capital, the Funds may also make investments in fixed-income or other securities.

Risk of Loss

As a general matter, investing in securities involves a risk of loss that investors should be prepared to bear. Moreover, and as
explained more fully in each Fund’s offering documents, the specialized investment program of each Fund involves a
substantial degree of risk. Examples of such risks include:

        People’s Republic of China (“PRC”) economic and political policies, which are subject to a greater extent of
         government oversight and control than most countries belonging to the Organization for Economic Cooperation and
         Development (“OECD”);
        PRC currency risk and foreign exchange control could adversely impact the results of investments in both transacting
         trades and their translation to U.S. Dollar terms;
        PRC legal system operation and enforcement differs substantially from that of OECD countries and can produce a
         higher than normal degree of uncertainty as to the outcome of any litigation;
        The expectation of substantial investments in securities of non-U.S. companies, including emerging markets, which
         involve liquidity, political and other types of risks not usually associated with investing in securities of U.S. companies;
        Trading of stocks in non-U.S. markets, which may have less regulation and monitoring of investors, brokers and other
         participants and have less publicly available information available about the stocks;
        Investments may be in smaller capitalization stocks, which can be subject to a greater degree of price volatility and
         illiquidity;
        Counterparty risks, including settlement and default risks, when effecting transactions in “over-the-counter” or
         “interdealer” markets;
        Investments may be in private or otherwise restricted securities which can be difficult to value and may be distributed
         in-kind to Investors;
        Funds are often concentrated in a small number of investments (sometimes only one);
        Reliance on our management team;
        Reliance on investment assumptions we make, including those about the investments and overall general economic
         projections;
        Conflicts of interest, including those between the various Funds; and
        Legal, tax and regulatory changes that are likely to occur during the term of the Funds and that may adversely affect
         the Funds.

These and other investment risks are described more fully in the Funds’ offering documents.