PROCEDIMIENTO PARA LA BAJA DE ROPA POR MORTAJA

M&A Rules

The Rules on Merger and Acquisition of Domestic Enterprises by Foreign Investors (the “M&A

Rules”) (關於外國投資者併購境內企業的規定), which was promulgated by the Ministry of Commerce, the State Asset Supervision and Administration Commission, the CSRC, the State Administration of Taxation, the State Administration for Industry and Commerce and the SAFE became effective on September 8, 2006 and applies in the event that foreign investors acquire PRC enterprises. Our PRC legal advisor has advised that the M&A Rules are not applicable to the Reorganization and the [REDACTED] and it is unnecessary for us to obtain approval from the CSRC in respect of the Reorganization and our [REDACTED] for the reasons that (i) CDV WFOE was incorporated as a wholly foreign-owned enterprise by means of foreign direct investment rather than merger and acquisition as defined under the M&A Rules (ii) our Company has not acquired any equity of, or acquired and operated any assets of PRC domestic enterprises owned by its shareholders that are PRC enterprises or individuals as defined under the M&A Rules after the effective date of the M&A Rules; and (iii) there is no provision in the M&A Rules that clearly classifies our Company’s Reorganization as a merger and acquisition transaction falling under the M&A Rules.

Circular 37 Registrations

On July 14, 2014, SAFE promulgated the Notice on Issues Relating to the Administration of Foreign Exchange in Overseas Investment and Financing and Reverse Round-trip Investment by

Domestic Residents via Special Purpose Vehicles (《關於境內居民通過特殊目的公司境外投融資及返

程投資外匯管理有關問題的通知》) (“SAFE Circular 37”). SAFE Circular 37 requires PRC domestic residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC domestic residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a special purpose vehicle (“SPV”). SAFE Circular 37 further requires timely amendments to the registration for any major change in respect of the SPV, including, among other things, any major change of the SPV’s PRC resident shareholder, name of the SPV, term of operation, or any increase or reduction of the SPV’s registered capital contributed by the PRC domestic resident, share transfer or swap, and merger or division.

Given that Mr. Zheng is PRC domestic residents and habitually reside inside the PRC, he is required to carry out the foreign exchange registration with local foreign exchange authority pursuant to the then in force Circular 75 and Circular 37. Mr. Zheng has completed the foreign exchange registration with the governing SAFE authority under the Circular 75.

OVERVIEW

We are a leading digital video technology solution and service company in the TV broadcasting industry in China. We provide a wide range of solutions, services and products to TV broadcasters and other digital video content providers, focusing mainly on the post-production segment, a critical part of the PRC TV broadcasting market. We are the third largest company in the post-production segment in China with a 5.1% market share in terms of 2014 revenue, while no single market player had a market share greater than 10%, according to the Frost & Sullivan Report. According to the same source, we had leading market shares for virtual studio solutions, digital broadcast automation solutions, multi-camera recording and editing service and graphics creation systems in terms of 2014 revenue.

We have been at the forefront of digital video technology innovation in China. Our emphasis on developing a demand-driven and highly responsive R&D is particularly critical for us because of our focus on the solutions and services businesses, where the customers demand customized services. According to the Frost & Sullivan Report, we own the largest intellectual property portfolio in the TV broadcasting industry in China in terms of intellectual property rights, which included 334 PRC-registered patents and 136 PRC-registered software copyrights as of June 30, 2015.

Our solutions, services and products businesses facilitate the processing, enhancement and management of digital video content at the post-production stage between the ingestion of raw content and the output of finished content.

• Solutions. We customize and integrate multiple products with our proprietary software into

cohesive systems that enhance our customers’ ability to streamline the different workflows that take place at the post-production stage and upgrade to more advanced broadcasting standards. Our key solutions include news workflow solutions, digital broadcast automation solutions, virtual studio solutions, program production solutions and media asset management solutions.

• Services. We deploy our proprietary and third-party solutions and products to provide

specialized outsourcing services to our customers, including multi-camera recording and editing, live sports broadcasting, digitization and cataloging of media assets, system maintenance and graphics template design.

• Products. Our products enable our customers to add value to their digital video content. Our

key products include video editing systems, graphics creation systems, as well as other visual effects and video compositing systems. Each product combines our proprietary software with third-party hardware, which we configure to our own specifications according to customer needs.

During the Track Record Period, CCTV, the largest national TV broadcaster in China, had been one of our five largest customers, and we also served 28 of the 31 provincial-level and numerous

municipal-level TV broadcasters and operators in China, as well as alternative broadcasting platforms, such as cable network operators, Internet media content providers and IPTV and mobile TV operators. We have established business relationship with most of the central- and provincial-level TV stations in China and with some of the provincial-level TV broadcasters in China for over 20 years.

In recent years, we have sought to leverage our core strengths in digital video technology to expand into emerging product areas to capitalize the growth potential of the consumer market. For instance, in October 2014, we launched Meicam (“美攝”), a mobile application designed to make it fast and easy to create and edit high-quality customized videos on smart phones. As of June 30, 2015, Meicam had approximately 1.9 million downloads with over 50,000 weekly active users. In addition, in 2014, our joint venture, Beijing Hermit, in which we hold a 40% equity interest, developed AutoAd, which is a digital technology that enables the insertion of virtual advertising images to live sporting events, and has acquired joint marketing rights to sell virtual advertising on the games of a leading European professional football league during broadcasting its 2015/16 and 2016/17 seasons in China.

Our revenue totaled RMB503.0 million, RMB406.4 million and RMB280.0 million in 2013 and 2014 and the six months ended June 30, 2015, respectively. We had net loss of RMB12.2 million, net loss of RMB69.4 million and net profit of RMB27.0 million, respectively, in 2013 and 2014 and the six months ended June 30, 2015. During the Track Record Period, our net (loss)/profit for the year/period was primarily affected by fair value loss on redeemable convertible preferred shares. In 2013 and 2014 and the first half of 2015, we had non-IFRS adjusted net profit of RMB16.7 million, adjusted net loss of RMB25.7 million and adjusted net profit of RMB40.3 million, respectively. For reconciliation of the non-IFRS adjusted net profit/(loss) to our (loss)/profit for the year/period, see “Financial Information—Non-IFRS Measures.”