New China Capital Management LP

Item 5. Fees and Compensation.

A.      As compensation for investment advisory services, NCCM receives from CCH and CCH
II, and NCCM Corp. receives from CCH III and COF, during a specified investment commitment
period, a semi-annual management fee payable less than six months in advance (the
“Management Fee”), generally equal to 1% (2% per annum) of the aggregate investments
committed to such Cathay Fund. After the expiration of the relevant investment commitment
period, the Management Fee is generally equal to 1% (2% per annum) of aggregate capital
contributions in respect of outstanding portfolio investments. The applicable General Partner may,
in its sole and absolute discretion, reduce, waive or calculate differently all or a part of the
Management Fee with respect to any investor in the relevant Cathay Fund, including any investors
that are affiliates or employees of the Advisers, members of the immediate families of such persons
and trusts or other entities for their benefit.

B.     The Management Fee is billed to each of CCH, CCH II, CCH III and COF.

C.       Each Cathay Fund typically bears all of the expenses relating to such Cathay Fund’s
activities (to the extent not reimbursed by a portfolio company), including, without limitation:

           •   legal, accounting, consulting, audit and tax preparation expenses (including costs
               of reports to investors, financial statements, tax returns and K-1s);

           •   expenses related to the advisory board of such Cathay Fund;

           •   fees of the administrator;

           •   investment expenses (i.e., expenses which are related to the acquisition, holding,
               monitoring, supervision and disposition of such Cathay Fund’s proposed or actual
               portfolio investments);

           •   third party and out-of-pocket expenses in connection with transactions not
               consummated;

           •   all expenses of liquidating such Cathay Fund;

           •   premiums for insurance for protecting such Cathay Fund, the applicable General
               Partner and applicable Adviser, and any of their respective affiliates;

           •   expenses related to organizing companies through or in which portfolio investments
               will be made;

           •   extraordinary expenses (such as litigation);

           •   taxes or other governmental or regulatory charges payable by such Cathay Fund;

           •   certain indemnity obligations of such Cathay Fund to the applicable General
               Partner; and

           •   certain expenses incurred in connection with defaulting investors.

As specified in CCH and CCH II’s offering documents and/or governing documents, certain
additional expenses of NCCM, Cathay Master GP or their respective affiliates in connection with
services provided to such Cathay Fund may also be borne by such Cathay Fund in an amount per
annum not to exceed one-half of one percent (0.5%) of the aggregate investments committed to
such Cathay Fund during its investment commitment period, and thereafter, of the aggregate
capital contributions in respect of outstanding portfolio investments.

Brokerage fees and other transaction expenses that are incurred by the Cathay Funds are disclosed
in the offering documents and/or governing documents of the Cathay Funds under the caption
“Transaction Costs” and are also discussed in Item 12 – Brokerage Practices below.

To the extent the Advisers, the General Partners or their respective affiliates pay any of the
expenses outlined in this Item 5.C. on behalf of the Cathay Funds, the relevant Cathay Fund is or
will be required to reimburse such Adviser, such General Partner or such affiliate, as the case may
be, upon request. These expense reimbursements are in addition to the advisory fees described in
Item 4 – Advisory Business and are disclosed to investors in the relevant offering documents
and/or governing documents.

D.      Pursuant to each Investment Management Agreement of CCH and CCH II, any payment
of the Management Fee for a period less than six months is reduced on a pro rata basis
according to the actual number of days during the period, and the excess is refunded by NCCM to

the applicable Cathay Fund. Pursuant to the Investment Management Agreement of CCH III, any
payment of the Management Fee for a period of less than six months is reduced on a pro rata basis
according to the actual number of days during the period, and the excess is refunded by NCCM
Corp. to CCH III.

E.     Other than as stated above, neither the Advisers nor any of their supervised persons accepts
or otherwise receives directly or indirectly any compensation for the sale of securities or other
investment products.

Item 7. Types of Clients.

As described in Item 4 – Advisory Business above, NCCM provides investment advisory and
management services to CCH and CCH II, and NCCM Corp. provides investment advisory and
management services to CCH III and COF.

The minimum capital commitment to each of CCH and CCH II is $10 million, subject to the sole
and absolute discretion of Cathay Master GP. The minimum capital commitment to CCH III and
COF is $5 million, subject to the sole and absolute discretion of Cathay Capital III Master GP.
The board of directors of each Overseas Fund may authorize the acceptance of commitments in
such Overseas Fund from investors for any amount.