Metan 100 Million Plan

METAN DEVELOPMENT GROUP Business Plan February, 2012

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Confidential Information Memorandum The Confidential Information Memorandum (collectively, with the Appendices thereto, the "Memorandum"), to which this Receipt and Acknowledgement Form is attached, is being delivered to select persons to introduce them to the concept of Metan (a media company) and participation and/or potential investment in Metan Development Group LLC (“Metan� or "the Company"). Each recipient hereof agrees that, prior to reading the Memorandum and as a condition precedent to the distribution and use by the recipient of the information contained in the Memorandum and any other information provided to the recipient by or relating to the Company, it shall deliver to the Company a signed copy of this Receipt and Acknowledgement Form, whereby it agrees to be bound by the disclaimers contained herein and the terms and conditions of the Memorandum.

Neither the Company nor its representatives make any representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in the Memorandum or any other written or oral communication transmitted or made available to any recipient by the Company. The Company and its representatives expressly disclaim any and all liability based in whole, or in part, on such information, errors therein or omission there from. No person, other than as provided for in the Memorandum, has been authorized to give any information or to make any representations other than those contained in the Memorandum in connection with the Company, and if given or made, such information or representations must not be relied upon as having been authorized by the Company.

In addition, the Memorandum contains certain projections with respect to the anticipated future performance of the Company. Such projections reflect various assumptions of management concerning the future performance of the Company. These assumptions may or may not prove to be correct. Actual results achieved may vary from the projections, and such variations may be material. No representations are made as to the accuracy or reasonableness of such assumptions or the projections based thereon.

By accepting the Memorandum, the recipient acknowledges and agrees that: 1) all of the information contained therein is of a highly confidential nature and the recipient will keep all such information, and all other information made available to the recipient in connection with any further investigation, permanently confidential; 2) none of such information will be used by the recipient or any of its employees or representatives in any manner whatsoever, in whole or in part, other than solely in connection with its evaluation of the Company for the purpose of considering an investment by the recipient on the specific basic proposed herein; 3) the recipient will not copy, reproduce, or distribute this Memorandum to others without the prior written consent of the Company; 4) if the recipient does not wish to pursue this matter, it will return the Memorandum to the Company as soon as practicable; and 5) any proposed actions by the recipient which are inconsistent in any manner with the foregoing will require the prior written consent of the Company.

The recipient agrees that money damages would not be a sufficient remedy for any breach of the foregoing paragraph by the recipient and that the Company shall be entitled to an injunction and other equitable relief, including, without limitation, a temporary and permanent injunction and specific performance in respect of any such breach by the recipient. The provisions of this Receipt and Acknowledgment Form shall survive the termination of any discussions concerning the participation and/or potential investment in the Company by the recipient.

Prospective investors are not to construe the contents of the Memorandum as legal, business or tax advice. Each prospective investor should consult his or her own attorney, business advisor, and tax advisor as to the issues relating to this investment. Prospective investors are urged to request any additional information they may consider necessary in making an informed decision.

The Company reserves the right to negotiate with one or more prospective investors at any time, and from time to time, and to enter into one or more definitive agreements for the purchase or sale of stock in the Company without prior notice to the recipient of the Memorandum or any other prospective investors. Also, the Company reserves the rights to terminate at any time the investigation and proposal process by any party without reason therefore.

The financial projections contained in the Memorandum were not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants. Under no circumstances should such information be construed as a representation or prediction that the Company will achieve or is likely to achieve any particular results.

A copy of this Receipt and Acknowledgement Form, which constitutes an integral part of the Memorandum, should be signed and returned by the recipient, as a condition precedent to any disclosure to, or permitted use by, the recipient of the Memorandum to: Metan Media LLC, Attn: Larry Namer All inquiries should be directed to: Paul Adams, Advisory Board Member P. 818.688.7277 E. padams@metanmedia.com

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TABLE OF CONTENTS EXECUTIVE SUMMARY .......................................................................................................................5 ABOUT COMPANY ..................................................................................................................................... 5 MARKET OPPORTUNITIES ......................................................................................................................... 5 METAN PRODUCTS & SERVICES ................................................................................................................ 6 COMPANY STRATEGY ................................................................................................................................ 8 INVESTMENT OPPORTUNITY .................................................................................................................... 9 FINANCIAL SUMMARY (2012 – 2016)...................................................................................................... 10 EXIT STRATEGY ........................................................................................................................................ 10 BUSINESS OPPORTUNITY.................................................................................................................. 11 GROWTH IN MEDIA DISTRIBUTION......................................................................................................... 11 CHINA’S EVOLVING MEDIA MARKET ....................................................................................................... 15 STRENGTHENING ECONOMY AND THE EMERGING MIDDLE CLASS ........................................................ 16 ABOUT METAN DEVELOPMENT GROUP ............................................................................................ 21 METAN PROJECTS & SERVICES .......................................................................................................... 22 TELEVISION ............................................................................................................................................. 22 DIGITAL PROGRAMMING. ....................................................................................................................... 23 E-COMMERCE ......................................................................................................................................... 25 VOD NETWORK ....................................................................................................................................... 27 METAN FILM FUND ................................................................................................................................. 27 METAN FILM FUND .......................................................................................................................... 28 FUND PARTNERSHIP ............................................................................................................................... 28 MARKET LANDSCAPE .............................................................................................................................. 29 FUND MANAGEMENT ............................................................................................................................. 29 TRANSACTION PROCESS ......................................................................................................................... 30 PROCESS CONSIDERATION...................................................................................................................... 30 REVENUE MODEL ............................................................................................................................. 31 COMPANY STRATEGY ....................................................................................................................... 34 DISTRIBUTE CONTENT ACROSS A DIVERSIFIED DISTRIBTUTION NETWORK. ........................................... 35 STRONG LOCAL / INTERNATIONAL PARTNERSHIPS. ............................................................................... 38 QUALITY PROGRAMMING FOR THE CHINESE AUDIENCE. ....................................................................... 41 CONTENT-DRIVEN ANCILLARY BUSINESS MODELS ................................................................................. 44 ORGANIZATION ............................................................................................................................... 48 ADMINISTRATION AND FINANCE ............................................................................................................ 48 BUSINESS DEVELOPMENT ....................................................................................................................... 48 SALES AND MARKETING .......................................................................................................................... 48 DISTRIBUTION ......................................................................................................................................... 48 PROGRAMMING AND PRODUCTION ...................................................................................................... 49 COMPETITIVE LANDSCAPE................................................................................................................ 50 COMPETITION SCHEDULE ................................................................................................................. 51 COMPETITIVE ADVANTAGE .............................................................................................................. 52 STRATEGIC PARTNERSHIPS ..................................................................................................................... 52

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PROGRAMMING / PRODUCTION EXPERIENCE........................................................................................ 52 BRANDED ENTERTAINMENT EXPERIENCE .............................................................................................. 52 INTERNATIONAL BUSINESS EXPERIENCE ................................................................................................ 52 PROTECTABLE DISTRIBUTION NETWORK................................................................................................ 52 AGNOSTIC POSITION IN THE MARKETPLACE........................................................................................... 53 EXECUTIVE MANAGEMENT..................................................................................................................... 53 FOUNDERS AND MANAGEMENT TEAM ............................................................................................. 54 FINANCIALS ..................................................................................................................................... 58 APPENDIX A – PROJECTED FINANCIALS ............................................................................................. 59 METAN DEVELOPMENT GROUP: INCOME STATEMENT (2012 – 2016) ................................................... 60 TELEVISION: INCOME STATEMENT (2012 – 2016) .................................................................................. 61 DIGITAL PROGRAMMING: INCOME STATEMENT (2012 – 2016) ............................................................. 62 E-COMMERCE: INCOME STATEMENT (2012 – 2016) .............................................................................. 63 VOD NETWORK: INCOME STATEMENT (2012 – 2016) ............................................................................ 64 METAN FILM FUND: INCOME STATEMENT (2012 – 2016) ...................................................................... 65 METAN DEVELOPMENT GROUP: BALANCE SHEET (2012 – 2016) ........................................................... 66 TELEVISION: BALANCE SHEET (2012 – 2016) ........................................................................................... 67 DIGITAL PROGRAMMING: BALANCE SHEET (2012 – 2016) ..................................................................... 68 E-COMMERCE: BALANCE SHEET (2012 – 2016)....................................................................................... 69 VOD NETWORK: BALANCE SHEET (2012 – 2016)..................................................................................... 70 METAN FILM FUND: BALANCE SHEET (2012 – 2016)............................................................................... 71 METAN DEVELOPMENT GROUP: STATEMENT OF CASH FLOW (2012 – 2016) ........................................ 72 TELEVISION: STATEMENT OF CASH FLOW (2012 – 2016) ........................................................................ 73 DIGITAL PROGRAMMING: STATEMENT OF CASH FLOW (2012 – 2016) .................................................. 74 E-COMMERCE: STATEMENT OF CASH FLOW (2012 – 2016).................................................................... 75 VOD NETWORK: STATEMENT OF CASH FLOW (2012 – 2016).................................................................. 76 METAN FILM FUND: STATEMENT OF CASH FLOW (2012 – 2016)............................................................ 77 APPENDIX B – LIST OF TELEVISION STATION AND ONLINE PARTNERS................................................. 78 APPENDIX C – ORGANIZATIONAL CHART........................................................................................... 80 APPENDIX D – EXTENDED MANAGEMENT TEAM ............................................................................... 81

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EXECUTIVE SUMMARY ABOUT COMPANY Metan Development Group (“Metan”) is a China-centric media company. Formed in 2008, Metan produces and distributes branded entertainment across television, online, and mobile platforms. Each program serves as a marketing medium for developing ancillary business models / derivative revenue streams including e-commerce, licensing, merchandising, and exploitation in international markets.

Metan has offices in Los Angeles (US), Beijing (China), and Shanghai (China) and is comprised of a full staff of media, production, and business professionals. The company was formed around a veteran management team with deep international media and business experience growing and managing billion dollar companies and media divisions in both of the United States and China.

Select members of the team include: - Larry Namer (Co-Founder / CEO & President): Co-Founder of E! Entertainment with 40+ years of media experience in international TV, live events and new media. E! Entertainment, now owned by Comcast / NBC Universal, reaches over 80 countries and is valued in excess of $3.5B USD. - Marty Pompadur (Co-Founder / Chairman): During his 17 years at ABC, Mr. Pompadur held many executive management positions which culminated in his position as the youngest member of its Board of Directors.

Mr. Pompadur joined News Corporation as Executive Vice President and President of Eastern and Central Europe; and rose to Chairman of News Corporation Europe before stepping down in late 2008 to pursue other media ventures.

- Oganes Sobolev (Co-Founder / EVP of Global Sales): Co-Founder of media sales company Video International, which accounts for more than 65% of Russian television advertising revenues. The company maintains 42 offices throughout Russia and has more than 3,500 employees. The company was recently acquired by the Russian government and is now a state-owned entity.

- Jean Zhang (Co-Founder / EVP of China Operations): Founder of AmeriLink, a management consulting company that specialized in the promotion of international business between the United States and China.

- Neil Strum (EVP of Operations): Media executive with previous executive positions as Sr. Vice President at William Morris and Executive Vice President for Universal Television. Mr. Strum was a key business executive in managing billion dollar television divisions and overseeing legal / business affairs.

- Gordon Chu (VP of Business Development): Media executive with previous position at Live Nation in development, launch, and acquisition of a multi-million dollar ticketing division to Ticketmaster in late 2008.

In addition to its management, Metan has a Board of Advisor of top business and creative professionals in both China and the United States including Stan Rogow (creator of top US programs such as Lizzie McGuire), Barry Josephson (producer of top US television / film projects such as Bones, Men in Black, and Air Force One), Paul Adams (Managing Director, New Planet Group Corp., Managing Director, Global Project Investments and Finance at TerraGreen Energy Resources, LLC), and Bill Yuan (Chairman of Virgo Capital Holdings, Chairman of Revolutionary Sports, and former President of Merrill Lynch, Asset Management Asia).

MARKET OPPORTUNITIES The growth in China’s demand for content is accredited to a booming economy and the advent of technology.

Much of China’s booming economy is accredited to the growth of the country’s emerging middle class. This highly influential demographic in the market have significant disposable income and are influenced by western and more luxurious tastes and preferences. Brands, both domestic and multi-national, are keen to target this core

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demographic and have, in turn, spurred much of the demand for better content and programming to market themselves through.

Aside from China’s economic growth, technology – particularly the Internet and mobile – has introduced new platforms that complement an already growing television market; and the film industry has been expanding at an exponential rate with more Chinese people demanding western content.

The landscape for traditional production / media companies has dramatically transformed due to an evolving multi-platform environment. Content no longer exists on a static platform such as television alone, but is fluid between online, film, and mobile. Competition amongst domestic production companies within China has increased accordingly; and, as a result, has forced companies to aggressively seek innovative means to meet the growing demand for dynamic content. Today, the opportunity in media exists in developing quality content, but leverages the multi-platform environment and disrupts the status quo of static content as it exists today.

Despite the prospect of the Chinese market, execution and on-the-ground operations are the key factors in developing a successful media practice. While major western media companies have been slow to enter into China, there is no doubt China is quickly becoming a more significant market and there have been more active and progressive efforts for their entry. As WTO regulations allow more foreign media companies to enter, there is still an estimated 5-year window before the major studios make a concerted effort with the necessary infrastructure, relationships and resources in the Chinese market.

As a company developed strictly for China only, Metan has been embraced by Chinese government entities and has already established a reputable presence and the strategic relationships within China to navigate and operate business. To date, Metan has accomplished more in China than these western media companies have been able to accomplish after a decade of trying and spending tens of millions of dollars. The company has been recognized by the world’s biggest media companies for its accomplishments in getting a viable business established and in operations in China.

METAN PRODUCTS & SERVICES Metan has five core products and services: Television, Digital Programming, E-Commerce, VOD Network, and Metan Films. Each line of business is developed around Metan’s programming that complements each other as part of the company’s multi-platform business model in China and around the world.

TELEVISION. Metan produces and distributes both scripted and non-scripted television programs across China’s multiple television distribution networks. For nearly three years, Metan has developed the inroads and operations to establish a television business and will have five television programs scheduled to broadcast in 2012. Revenue streams are diversified through both traditional and new business models around content including brand / product integration (branded entertainment), licensing fees, e-commerce, licensing / merchandise, and exploitation in international markets.

Select projects include: - Hello! Hollywood (HH). On-air for over two years, Hello! Hollywood is the most widely spread “Hollywood” entertainment news program in the Mandarin language in the world. The program is distributed across 25+ television stations reaching over 600M people in China and the US. - Return to Da Fu Tsun (RTDFT). Return to Da Fu Tsun is an original sitcom developed and created by Larry Namer. The first order of sixty (60) episodes has been ordered by CCTV-8 (reaching over 1B people in China) and will debut in Q3 2012.

- Gossip Girl: China (GG). Metan has the exclusive format agreement to develop and produce a Chineseversion of China’s most popular western program, Gossip Girl, from Warner Brothers International. The series is currently in-production and will debut in Q4 2012 on Hunan Satellite TV.

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DIGITAL PROGRAMMING. New platforms such as online and mobile serve both as an extension to Metan’s television programming, but also as standalone mediums for digital programming. For television, digital platforms not just further distribution and audience, but also represent additional revenue streams through multi-platform programming, social media, etc. Complimentary digital content in parallel to television enhances the viewing experience for audiences. Viewers are no longer static with television but can interact with the programming in a dynamic and interactive manner through online / mobile applications – i.e. Video blogs, Weibo, etc.

Select projects include: - Fusion TV. Fusion TV has one of the largest libraries of action sports and adventure travel in the world.

Metan has a strategic partnership with Fusion TV for an exclusive online action sports branded channel on Tencent, China’s largest online portal, to define a new genre of sports in China.

- Weibo Content. The advent of Weibo has developed brand-new business models to digital programming for brands / advertisers. As one of the early pioneers in Weibo content in China, Metan develops characterdriven audiences through Metan’s television and Weibo-specific programming.

- Television Programming. Digital platforms extend Metan’s television programs with interactive content and applications for audiences to communicate with the content including video diaries, behind-the-scenes content, Weibo, and mobile SNS.

E-COMMERCE. E-Commerce is a key line of business to monetize content beyond traditional revenue streams in China. With a booming e-commerce industry, Metan leverages its content as a marketing platform to drive viewers into online buyers. In China where most e-commerce companies spend large marketing dollars per year on media to drive traffic and merchandise buys, Metan employs the most effective sales tool available by creating the media content to directly support the e-commerce platform without spending costs on media for advertising or promotion.

Select projects include: - Gossip Girl Affiliate Program. Metan is in development with its partner, Starworks Group, a proprietary ecommerce platform to sell licensed and featured merchandise within Metan-produced version of the television series.

- The Sparkle Project. Metan’s subsidiary company, The Sparkle Project, is China’s first celebrity-endorsed social e-commerce company. The pre-pay business model (similar to Beachmint, Shoedazzle, etc.) leverages the influence of celebrities (both domestic and international) and Gossip Girl to drive viewers of the series into online subscribers.

- Mingyian. Metan’s subsidiary company, Mingyian, is an adaptation of the ‘Adly’ model in China. With the popularity of Hollywood celebrities growing, Mingyian matches brands with celebrities to launch social media campaigns that reach a target audience. Mingyian manages the celebrities’ social media presence in China and monetizes on their cache through brand endorsement / sponsorship.

VOD CHANNEL. Part of China’s global initiatives is exporting Chinese culture to the rest of the world. Despite China’s growing media industry, content has remained within China’s borders without success in other international markets. Metan has been in discussions to pioneer and spearhead efforts in partnership with government entity participation and top content providers across China to develop a VOD (Video-On-Demand) Channel in the US featuring Chinese television and film content.

Metan’s management team has extensive industry experience in the major networks and MSOs (multiple service operators) in the US; and have launched numerous successful VOD channels (reaching 50M homes in the US) including Eurocinema, a first-run foreign film VOD Channel in the US.

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METAN FILM FUND. The demand for hit movies and films in China is growing exponentially each year. This is accredited to both an incredible demand for western films and a maturing and growing domestic Chinese film production industry. Metan’s primary strategy is to co-produce in Chinese films with commercial attraction for both domestic and international markets. The Chinese film industry has been booming due to a higher level of quality in production, more distribution outlets (nearly 6 new theaters built everyday in China), and an evolving consumer market that strives for a movie industry identity of their own.

Through Metan’s partnership with Desen Media, a leading film production company in China (producing #4 and #14 box office films in 2010), Metan will create a China-based fund to specifically identify and co-produce feature films in China and the rest of the world. The fund will focus on both producing Chinese film as well as co-producing Hollywood / China projects with international distribution. Metan’s role is securing projects as well as talent for the fund.

COMPANY STRATEGY For nearly three years, Metan has established its position in China as a premier media company developing content across both television and digital broadcast. Metan’s core strategies are:

DIVERSIFIED DISTRIBUTION PLATFORMS. Content in China is rapidly converging across television, online, and mobile. Metan’s strategy to distribute across a diversified portfolio of distribution platforms allows the company to capitalize on a more fluid multi-platform environment for the its long-term growth, as well as exploit the growing demand for content.

On television, Metan distributes programming across CCTV, provincial satellite TV, and a proprietary first-run syndication network. Broadcasting and developing inroads into each of these distinct television networks allow Metan to realize both short-term financial gains and long-term distribution objectives in its business model.

Online, Metan work closely with its strategic digital partners to distribute premium content through online video portals, Weibo, and IPTV channels. Metan already has several fully content-branded online channels across some of China’s most powerful online portals; and will continue to integrate online as a vital platform for all of Metan’s future TV programming.

STRONG LOCAL / INTERNATIONAL PARTNERSHIPS. For the last two years, Metan has developed strategic partnerships with both multi-national and local companies in China to extend its ability to accelerate production, and distribution. By partnering with companies, Metan can establish the necessary infrastructure quickly without the usual and long-standing hurdles many start-up companies experience in China.

Local partnerships such as H&R Century, Metan’s production partner for Gossip Girl, maximizes the series commercial opportunity. H&R, having produced the number one drama in 2011, can leverage existing relationships with broadcast partners, government entities, and marketing outlets for the series. International partnerships such as Carat Agency, one of Metan’s advertising agency partners, allows access to reach a portfolio of brand advertisers for advertising and brand integration opportunities. These levels of partnership are critical for Metan’s continued success to establish a media footprint in China.

QUALITY PROGRAMMING FOR THE CHINESE AUDIENCE. At the simplest form, Metan produces programming that the Chinese audiences want. This requires more than just executing production and programming, but draws from the origination and creative process of developing the content.

Metan’s world-class team has developed multi-million dollar franchise around the world; and introduces China to a whole new genres of content. Content partnerships such as Revolutionary Sports (exclusive distribution for professional sports leagues such as NBA, NFL, and MLB) and Associated Press make available to Metan to produce content in China to fit any array of distribution platforms, brands and audience. Metan’s strategic partnership with

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Associated Press includes access to AP’s entire video library and daily video feeds – effectively extending Metan’s production capability to around the world. Historically, Chinese media has only imported content withoug the benefit of exporting its programming beyond its borders. Leveraging China’s cost efficiencies and Metan’s creative teams and capabilities also allows the company to create more original programming with less investment risks and to exploit the global opportunities in international markets on success.

ANCILLARY BUSINESS MODELS. In China, content is rarely monetized beyond its respective platforms – i.e. television monetizes from television, online monetizes from online, etc. Metan’s core strategy is to introduce and integrate ancillary business models to capitalize and maximize the revenue opportunities for its content across all platforms. Secondary business models such as branded entertainment, social media, international licensing, merchandise, and e-commerce are proven business models in mature media markets globally; however, have not been introduced or executed in the China market.

Each program Metan produces is specifically designed to enhance the company’s core strategy of creating not just content, but recurring businesses that have revenue potential beyond the broadcast of the content and China’s borders. E-commerce models such as The Sparkle Project and the Gossip Girl Affiliate Program leverages the mass influence and market position of Gossip Girl and celebrities in fashion to convert Chinese viewers into direct sales.

For Metan subsidiary company, Mingyian, social media becomes a consumer-facing platform for brands to attach to Hollywood and domestic celebrities and the brands’ target audience. Social media strategies are not only marketing platforms to promote Metan’s program, but can be monetized through brand sponsorship beyond the life of the series. In unison, these secondary business models build upon a scalable media platform beyond the traditional revenue streams in China.

INVESTMENT OPPORTUNITY Metan’s shareholders have funded the company from its inception to demonstrate that the business model is viable. In less time than originally projected, the company has reached and then exceeded its goals and now seeks equity financing to broaden, accelerate and grow Metan’s businesses. The company is currently seeking $100M (USD) over the next five years in growth capital.

Use of proceeds is listed here (all in USD): Television Programming Digital Programming E-Commerce VOD Network Metan Film Fund

$6,000,000 $2,500,000 $6,500,000 $5,000,000 $80,000,000

TOTAL:

$100,000,000

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FINANCIAL SUMMARY (2012 – 2016)

REVENUE TELEVISION PROGRAMMING DIGITAL PROGRAMMING E‐COMMERCE VOD MODEL METAN FILMS COST OF GOODS SOLD TELEVISION PROGRAMMING DIGITAL PROGRAMMING E‐COMMERCE VOD MODEL METAN FILMS GROSS PROFIT GROSS PROFIT MARGIN

UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

[ $ ]

9,829,737

74,572,365

157,959,198

302,611,814

480,414,502

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

3,700,127 1,746,500 4,383,110 ‐ ‐

20,868,468 10,042,230 20,330,274 1,355,810 21,975,583

35,646,058 19,965,900 38,405,003 5,335,376 58,606,861

62,370,612 33,290,475 82,560,703 16,568,570 107,821,455

84,314,672 58,593,600 150,881,879 41,650,758 144,973,593

[ $ ]

4,896,260

25,944,752

46,756,740

94,612,119

166,439,029

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

1,148,484 1,114,485 2,633,291 ‐ ‐

6,820,177 6,691,881 11,883,862 548,832 ‐

10,851,640 13,164,455 20,580,884 2,159,760 ‐

19,788,891 21,745,905 46,370,366 6,706,957 ‐

26,119,838 37,902,196 85,556,768 16,860,227 ‐

[ $ ] [ % ]

4,933,477 48,627,613 111,202,458 207,999,695 313,975,472 50% 65% 70% 69% 65%

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

1,118,400 5,597,354 900,000 527,001 327,120 359,065

1,500,822 9,530,458 1,020,000 2,262,555 455,314 654,836

1,545,847 11,041,271 1,140,000 3,974,776 468,973 891,199

1,592,222 12,669,796 1,320,000 7,951,145 483,042 1,418,301

1,639,989 13,973,497 1,500,000 13,620,061 497,533 2,157,198

[ $ ]

(3,895,462) 33,203,629

92,140,392

182,565,189

280,587,194

[ $ ] [ $ ]

580,647 ‐

7,174,476 29,738,070

12,158,741 59,642,270

16,625,893 92,386,450

[ $ ] [ % ]

(4,476,109) 20,820,004 55,227,847 110,764,178 171,574,851 ‐46% 28% 35% 37% 36%

OPERATING EXPENSES G&A SALARY EXPENSE MEI TIAN MEI YU MARKETING OTHER / LEGAL / ACCOUNTING CONTINGENCY EBITDA DEPRECIATION INCOME TAX EXPENSE NET INCOME NET INCOME MARGIN

3,583,065 8,800,560

NOTE: E-Commerce: Metan are equity participants in new subsidiaries in joint ventures with other third parties.

EXIT STRATEGY Metan will be in a strong position to launch an IPO within the next three years, with current projected annual revenue of $480M (USD) 2016. Price to earnings multiple range from 12-16 in this industry. Conservatively based on projected forecast with a multiple of 5, investors can realize over 90% returns on investments. Alternatively, it is feasible that the company may be acquired by a major western media company looking to establish and accelerate their presence in China.

The full business plan and detailed financial projections for individual business lines are available upon request.

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BUSINESS OPPORTUNITY The growing business opportunity for Chinese media is based on three trends in China today.

GROWTH IN MEDIA DISTRIBUTION Over the last 10 years, China’s evolving media industry has spurred an unprecedented demand for content in the marketplace. The advent of new distribution mediums has given way for the Chinese audience with a multitude of options to consume media. From television to online to mobile to film, the growth in distribution platforms has created a void of quality programming in the marketplace.

TELEVISION Television remains the staple form of media communication in China despite the vast number of media options available to the Chinese audience. For decades, it has been the one form of communication that has crossed generational gaps to draw the eyes of both the young and old.

China has over 3,500 television stations that span 22 provinces / 5 autonomous regions / 4 municipalities – making it the world’s most fragmented market. Considering that 25 years ago China had only 90 television stations, the growth in television stations (and the need for television programming) is unprecedented in modern media history.

These television stations range from small city channels reaching 500,000 people to nation-wide satellite channels with a reach of over 800 million to China’s state-owned network, CCTV, with a reach of over 1 billion people throughout China. To put into perspective of the massive growth in distribution in the television market, provincial satellite channels have a cumulative reach of over 27.9 billion people in 2007 – a significant growth from the 11.3 billion cumulative reach in 1999. Today, the national television coverage reaches 96.9% of China’s population, an 1 increase of 69.2% compared to 1982 .

With the exponential growth in the number of television stations and the ever-growing distribution of the television market, there is a parallel and equal demand for quality programming to fill these stations. Audiences now have a multitude of options to choose from when watching television – a difference in a short period of time in China’s media age. There are 277 city-level television stations alone – 766% growth since 1978. Of these citylevel television stations, there were only 1,356 television programs made by these television stations – 329% growth since number in 1980. The increase in television stations is far greater than the increase in programming and creates a real opportunity for media companies to fill this gap.

Despite the options available to the Chinese audience, a lack of innovative and quality programs has shifted watching behavior. A typical Chinese viewer watches only half the amount of television as does its United States counterpart. Whereas in the United States, ratings, commercial viability, and audience targeting all contribute to the development of better programming, in China, these ideals are still new and slowly being adopted as a standard. However, with China’s growing economy and consumer base, television stations recognize the void and actively look to create innovative programming to better their rankings amongst the other television stations.

Media conglomerates such as Shanghai Media Group (SMG) are now importing western formats into China to replicate the success some have had all over the world. In 2010, SMG premiered China’s Got Talent – a remake of the popular Got Talent reality format from Synco TV – and had over 500 million viewers for their first episode, 2 making it the most popular show in the world .

National television is not the only area in need for quality programming. Although the provincial satellite channels like Hunan TV or SMG make the headlines, there is a more significant need for programming at the regional and 1 2

Reference: http://www.chinadaily.com.cn/2010-07/27/content_11058562.htm Reference: http://www.tv.com/worlds-most-watched-tv-show-isandhellip/webnews/126150.html?print=1

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local level. Tier 2-4 markets represent the highest double-digit growth in China’s economy. Markets such as Shandong, Sichuan, and Shanxi are becoming metropolitan areas in their own respect; and, in turn, their residents now share the same level of sophistication, demand, and preferences as their counterparts in the traditional Tier 1 markets such as Beijing, Shanghai, and Guangdong. Television programming is not universal across China and there 3 are real opportunities for content on a national, regional and local level .

ONLINE The fastest growth opportunity in China is on the Internet and best exemplified by the growth in online usage over the past 10 years. Over the past 6 years, penetration has grown from 5% to 36% with China now having the world’s largest Internet user base with over 513 million Chinese netizens – over 270 million more Internet users than the United States at 240 million (Figure 1).

Figure 1 - Internet Users in China 2005 - 2011

SOURCE: CNNIC 2010 / 2011

Figure 2 – Internet Users Age Groups

SOURCE: CNNIC 2010 / 2011

The vast majority (82%) of the 513 million Internet users in China are ages 10-39 (Figure 2) which correlates to the type of programming available online as well as the shift of advertising dollars for many global brands targeting this demographic. With more markets in China having access to high-speed Internet, China’s online industry will continue to grow and be a significant factor in the demand for content in China.

The Internet growth in China has spurred a multitude of business models capitalizing on online media. From online video portals to micro-blogs, there is a clear increase in media consumption online.

In the US, the online video market is dominated by Youtube (Google) and Hulu. Combined, the two companies 4 have more than a 40% market share. However in China, the market share for the online video market is distributed across a myriad of online video portals serving the same role as their Western counterparts. For every YouTube in the United States, there are dozens of similar business models in China. From traditional online video sites such as Youku and Tudou to social-networking sites (Tencent) and even online gaming companies (Shanda), these companies are all actively acquiring content to fill the active online video space.

Although user-generated content still prevail across the online video market, there is a growing demand for professionally-generated content from short form to television series to even full-length movies. With the impendent crackdown of online piracy in China, online video portals are aggressively licensing western programming in mass volumes in order to grab market share in the marketplace. Western studios such as Warner Brothers, Disney, and Paramount have all made significant inroads into licensing television series and movies to the online video portals.

3 4

Harvard Business Review, 2010. http://www.techspot.com/news/33493-youtube-beats-hulu-for-online-video-market-share.html 2/2009

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Micro-blogs, or “Weibo” in China is a new digital platform that is critical to not only distribution of video content, but will eventually be a standalone platform competing against the likes of Youku and Tudou. Often referred to as the “Chinese Twitter”, Weibo is the next evolution of social media that has much more robust application with 5 pictures, videos, etc. beyond text. Sina Weibo now has over 260 million registered users and has arguably taken over the position in China of what Facebook or social-networks have in the United States.

Figure 3 – Social Media User Growth Rate in China

SOURCE: Nielsen 2011 Report Digital television penetrating the China market will also further propel the need for content. Television is ubiquitous independent of economic class or geography in China. No matter their classification or status, people watch television. Digital television is not only a new form of distribution, but is a platform that enables consumers to do more than just watching television – it enables them to engage and use it. Major telecoms and MSO’s have made it a priority initiative to push digital television. It offers new revenue streams not available from traditional over-the-air broadcasting. As these new players and distribution platforms become more prominent in the media ecosystem, content will need to meet the exponential demands of digital technologies.

MOBILE As with online, China’s mobile space has shown similar and parallel growth. At over 60% penetration, China now has over 950 million mobile users (Figure 4) – nearly 500 million more than that of the United States. For much of the Chinese youth demographic, mobile phones have become the choice medium for media. Where personal computers are not necessarily affordable for each individual, the mobile phone has evolved and become the embraced alternative.

5

Sina Website November 2011

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Figure 4 – Mobile Subscribers 2000 - 2011

SOURCE: MIIT Statistics 2011 Additionally, the entry of the 3G network to China in the last two years has created a new market for mobile content and mobile applications. As of June 2010, China’s 3G network reached 25.2 million users and grows to 128 million users by the end of 2011 with an accumulated $70 billion dollars invested in 3G infrastructure by the end of 2011 by China’s top three telecommunication operators. In 2011, the Chinese mobile internet user consist over one third of the total internet user. The development of smart phones and the large number of applications for 6 those smart phones are the major push behind the increase of mobile internet users .

Mobile use in China resembles an extension of how audiences consume media online. In addition to short-form content, full-length television programs and films are often viewed on the mobile phone despite the physical size of the screen. Mobile allows audiences to interact with one another and the content itself through Weibo, chat sessions, and mobile social networks. The social media application of mobile phones has accelerated the demand for mobile content in China.

FILM Every year, SARFT (State Administration of Radio, Film, and Television), China’s government entity that controls electronic media, approves only a limited number of Hollywood feature films for theatrical release in China.

Despite the restriction on international films entering China, the popularity and demand for them is evident in the box office sales for the last five years. In 2009, of the top ten grossing films in China, six of them were blockbuster hits originating from the United States. In the beginning of 2010, Fox’s Avatar premiered and became the highest grossing film in China’s history with over $200 million in sales. It is estimated that 2011 will have yet another banner year with over $2 billion in box office sales. Major blockbuster films from the major studios such as Transformers 3 continue to top the list.

Beyond Hollywood films, China’s own film industry has experienced significant growth over the last few years as well. In 2010, Aftershock shattered all domestic box office sales with $97 million. Considered an unprecedented and unbeatable feat (second domestic box office sale was $32 million), in 2011, Let the Bullets Fly has already surpassed Aftershock and is now the new standard of box office sales with over $100 million. China is clearly considered one of the most important emerging markets for films with projections to surpass even the United States over the next ten years. Nearly six new movie theaters are estimated to be built in China every day – a staggering testament to the growth and opportunity for both domestic and international studios.

Both technology and the government will continue to foster this upward trend of films in China. Technologies such as IMAX and 3D viewing will not only drive more viewers to the theaters and will be a key marketing tool to

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MIIT http://industry.caijing.com.cn/2012-01-19/111631083.html

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influence the demand for Western content in China. Of the record $2 billion in box office sales in 2011, nearly 40% 7 were accounted by 3D movies, approximately $800 million .

CHINA’S EVOLVING MEDIA MARKET China’s media industry is not only growing, but it is evolving as well. New technologies and channels for the Chinese audience to consume media have fashioned vast opportunities for both programming and business models alike.

PROGRAMMING Some of China’s hit programs have been derivatives or knockoffs of top international formats. From Ugly Wudi and Supergirl to China’s Got Talent, television stations and channels now look to international formats as a source to create new innovative programming. With stricter media regulations, broadcasters are looking for more proven programming formats that are both commercially successful and aligned with the government’s objectives. For content providers, this opens more opportunities for creative and innovative programming in the market.

Advertising has also evolved programming across all media platforms in China. Aside from alternative distribution platforms beyond television for advertisers to promote and market themselves on, branded entertainment has been an integral part of Chinese programming. New restrictive policies promulgated by SARFT and by CCTV on entertainment programs and advertisements on television have paved way for a gradual shift in the marketplace from traditional advertising spots to integration opportunities and branded entertainment. Still in its infancy, branded entertainment is leading the evolution of advertising and plays a role in dictating the kinds of programming being developed in China today.

Over the last 10 years, content in all forms – television, online, mobile, or film - has matured significantly namely due to the growing commercialization of content, sophistication of the audience and the growth of advertising in the marketplace. Over the next 10 years, content will continue to innovate, evolve and fill the demands by the Chinese market while being able to fluidly cross the thresholds of multiple distribution platforms to reach a wider and more engaged set of audience.

MULTI-PLATFORM PROGRAMMING China’s transition to digital television is moving rapidly and is changing everything. Before, television was broadcast by a decentralized network of analog stations; people watched television. Today, digital television has expanded to national distribution with interactive applications that enables people to use their television – not just as a viewing medium.

Among households with televisions, computers, and mobile devices, television still continues to be the dominant platform with nearly 8-9 times more spent watching television than accessing the internet (149 hours per month for television vs. 16 hours per month for Internet). Those who do access the Internet often are engaging with other media mediums as well including watching television. Nearly half (44%) engaged in “dual viewing” while on the Internet.

Technology has opened China’s market for ancillary business models in the media world. Whereas just ten years ago, television was one of few mediums to consume content; today, audiences now have online and mobile as well. With technology, audiences are able to interact with each other as well as the program itself. Branded entertainment becomes richer and far more valuable with the ability to talk with its audience and consumer base.

Weibo has led to a brand new platform that is unique to China from the rest of the world. Programs are embraced more with the ability to engage its audiences through online and mobile. Programming has evolved from being just 7

Tencent QQ http://ent.qq.com/a/20120104/000012.htm

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a one-directional communication from content to audience, but now is developed with the keen mind of engaging two-way dialogue through these new mediums.

Technology has also allowed content to vertically integrate across a multiple business models to capitalize on its brand value. Webisodic programming to supplement its respective television content allows audiences to engage more with the characters beyond the television screen. E-Commerce opportunities allow brands to directly convert audiences into sales through leveraging content as a marketing platform. Online games and mobile applications allow even another dimension with how audiences can now be more integrated into the programs themselves.

Whereas television has historically only had two revenue streams of license fees and advertising, now has multiple channels to generate significant revenue while creating more engaging and innovative programs for the Chinese market.

E-COMMERCE INDUSTRY The United States market is still the most dominant market in terms of number of 170 million online buyers; however, China is not far behind and growing with over 145 million online shoppers (projected to be number one by 2016).

According to the Boston Consulting Group, Chinese online shoppers will grow by nearly 30 million every year. By 2015 they will each be spending $1000 USD a year – about what Americans spend online now. E-Commerce could rise from 3.3% of China’s retail sales to 7.4% by 2015 – a jump that took nearly a decade in the US. E-Commerce has largely been dictated by both the penetration of high-speed internet as well as an archaic payment system. Consumer confidence in online buying has stifled the growth in China considerably over the last few years; however, with new technologies and methodologies for payments evolving from the market, the growth in e-commerce is back on track towards initial projections.

The other role in Chinese shoppers is the influence of social media. Precisely because they do not trust sellers or advertising much, online shoppers largely look to online customer reviews, recommendations, and influence from their circle of peers. Nearly 40% of Chinese online shoppers read and post product reviews online, making them twice as likely as American online shoppers to do so and four times as likely as their counterparts in India.

STRENGTHENING ECONOMY AND THE EMERGING MIDDLE CLASS STRENGTHENING ECONOMY In nearly every economic report, key indicators all point to a strong economic outlook for China. With a 1.3 billion population and a government with an outstanding record of nurturing economic growth, China is now the second largest economy in the world behind the United States. China has produced an average GDP growth rate of over 9.4% from 2006 - 2011 – compared to Brazil’s 4.4%, Russia’s 3.8%, or even India’s 8.4%. And it is projected that over the next four years China will maintain this growth rate.

This economic growth has altered and shifted much of China’s demographic and economic landscape. Tier 1 markets such as Beijing, Shanghai, and Guangzhou still flourish; however, the new urban areas of Tier 2 – 4 markets have grown significantly and will be a big part of China’s continued growth. Urban areas have increased by an estimated 153 million in population over the last ten years to 690 million people today; and are expected to 8 swell to 822 million people by 2025.

Total advertising expenditures in the first three quarters of 2011 increased by nearly 14% (yoy). This growth is lower than the same period from the previous year in 2010 - which indicates China’s orderly slowdown of the 8

Natural Bureau of Statistics 2011

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economy. Despite the lower growth rate, China’s advertising market still outpaces nearly every other country in the world.

Television still remains the strong and dominant media platform with the biggest share of ad placement with an increase of nearly 14% as a whole. On average, television still continues to have nearly 75% of the market share in advertising expenditure in China. The advertisement towards homogeneity between CCTV and provincial-level satellite TV stations still demonstrates the largest lion share of the total television advertisement expenditure and experiences the fastest growth at 21%, faster than TV channels of other levels. According to CTR China, in 2011 over $90 billion USD was spent in television, print, outdoor, radio and online (Figure 5).

Despite investor jitters over Chinese internet stocks, the fundamentals in the online space still remain a compelling market for advertisers. China’s online advertising market grew by nearly 60% in 2010, reaching $5 billion USD of revenue. While still small compared to the United States market where online advertisement is nearly 500% more at $26 billion USD, it’s still becoming a more prominent piece of China’s advertising pie.

Figure 5 – Growth in Advertising 2005 – 2010E

SOURCE: CTR China 2011; METAN Research The top three industries for advertising in 2010 were pharmaceutical, cosmetics and beverage, However, cosmetic companies are key advertisers in television with multinational companies Olay and L’Oreal taking the lead with over $2.4 billion USD in total television advertising dollars. P&G, L’Oreal, and Unilever are the top three advertisers in China (in television, newspaper, and magazine).

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Figure 5 – 2010 Top 10 Ad Spenders in China TV / Newspaper / Magazine

SOURCE: CTR China 2011

Television

SOURCE: CSM Media 2011

EMERGING MIDDLE CLASS China’s 1.3 billion residents represent over one-fifth of the world’s population. However, nearly one-third of the world’s “under 25” year-olds live in China. Since 2001, over 200 million new Chinese consumers have achieved “middle class” status - the fastest growth of such a market segment in modern history. By 2012, Chinese consumers will become the world’s second largest product buying market. This boom has created a whole new subset of an emerging middle class - a new generation of an increasingly wealthy audience base. With over 300M people strong, this demographic has created new markets and opportunities for media companies, brands, and advertisers. Much of China’s booming economy is accredited to the growth of the country’s emerging middle class; and will continue to be a target audience demographic for brands and advertisers.

The lure of China’s emerging middle class segment is easy to understand. These consumers earn more than 100,000 RMB (about $15K USD) a year and are responsible for 500 billion RMB – nearly 10% of the urban disposable income despite accounting for only 1% of the total population. Their tastes in products are good tend to skew towards branded luxury goods – a status symbol and a comfort level of living a better life than before.

While most of the demographic currently resides in major coastal cities such as Beijing, Shanghai, and Guangzhou, the growth in the emerging middle class lies in Tier 2 markets as China’s economic growth booms in these unforeseen and less known markets.

Although brands – especially luxury goods brands – may continue to cater only to the wealthiest households, other companies are broadening their reach to other markets and namely have focused their mass spread awareness in retail shops and online marketing. Because tomorrow’s middle-class are today’s urban workers, many brands are shifting their overall marketing strategies significantly to serve this growing future market. Early movers such as Coca-Cola and Unilever have already begun creating models to target this segment specifically.

Rapid economic growth will continue to transform China’s market and geographic segmentation of the emerging middle class. The evolution is already creating a widening gap between rich and poor, and tackling the resulting social and economic tension is becoming more top-of-mind for the central government. As the economy grows, lower economic groups in China will migrate forward – i.e. lower middle class (defined as households with annual incomes of 25K – 40K RMB) will grow and become upper middle class, etc.

Two features of China’s emerging middle class are already particularly notable. First, they are much younger compared to their counterparts in other developed countries, whose highest earners tend to be middle-aged. For example, in the US, the income generally peaks for workers between the ages of 45 and 54. In China, the same equivalent demographic are aged 25 to 44.

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Secondly, the urban middle class has more contact with the international community – and, has developed similar tastes and wants. They have high-disposable incomes, stable jobs and a better quality of life. The new Chinese audience is hip, fun, young, and wants to be entertained. They are motivated to succeed, aspire to better living standards, and want to be associated with high-end brands. The young middle class are image-cautious and strive to live the luxurious lives as seen to their counterparts in the west. As this consumer group continues to flourish and expand, more brands and services will continue to grow to meet the needs and preferences of this demographic.

Figure 6 - Number of Millionaire Households in China 2003 – 2013

SOURCE: Boston Consulting Group, 2009 Figure 7 – Wealthy Consumers by Age Group and Country

SOURCE: McKinsey & Company

FRAGMENTED MARKET Mainland China has 22 provinces, 5 autonomous regions, and 4 municipalities that span across 3.7 million square 9 miles. Despite the vast geography, 90% of China’s population lives in the East where many of the provinces are clustered. Provinces with populations of 200 million people vary between one another and there are vast differences in dialects, economies, preferences, industries, and cultures.

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http://www.nationsencyclopedia.com/economies/Asia-and-the-Pacific/China.html People’s Republic of China

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Our content is Distributed to over 100

Cities (City Population > 1 million) Figure 8 – Population Spread in China

Residence Spending Power

Distribution partners · ·

City Population > 1M

· · ·

Over 1800 Local TV Stations Over 50 Province-based Satellite TV Stations Online Video Streaming Portals 3G Mobile Operators Outdoor LED Network Operators

The fastest growing sector in China is in the Tier 2+ markets. Although these markets such as Sichuan, Jiangsu, or Shandong are lesser known internationally, they are the emerging second wave of China’s economy.

In light of the global economic downturn, in 2008 the Chinese government invested $586 billion in economic 10 stimulus to continue growth and momentum. Rather than invest in mature cities such as Beijing and Shanghai, the government’s emphasis was in the Tier 2-4 markets where there is the most significant growth in manufacturing, technology, and population. With the fast rate of growth in these new markets, brands continue to flood China and look to expand their brand reach through advertising.

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http://chineseculture.about.com/od/thechinesegovernment/a/Chinastimulus.htm Explanation of China's $586 billion Stimulus Package 11/10/2008.

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ABOUT METAN DEVELOPMENT GROUP Metan Development Group (“Metan”) is a China-centric media company. Formed in 2008, Metan produces and distributes branded entertainment across television, online, and mobile platforms. Each program serves as a marketing medium for developing ancillary business models / revenue streams including e-commerce, licensing, merchandising, and exploitation in international markets.

Metan is a California (US) Limited Liability Company that has exclusive agreements in a partnership with Mei Tian Mei Yu (“Mei Tian”). Mei Tian is a fully registered Chinese company owned by Jean Zhang (Principal / Co-Founder of Metan) with licenses to produce programming, distribute programming, and sell sponsorship and advertising in China. Metan is in process of finalizing a wholly foreign owned entity (WFOE) in China in order to facilitate and maximize productivity between companies. Collectively, Metan and Mei Tian work in unison and operate as a single entity for its business.

Metan has offices in Los Angeles (US), Beijing (China), and Shanghai (China) and is comprised of a full staff of media, production, and business professionals. The company was formed around a veteran management team with deep international media and business experience growing and managing billion dollar companies and media divisions in both of the United States and China.

Select members of the team include (full management team within plan): - Larry Namer (Co-Founder / CEO & President): Co-Founder of E! Entertainment with 40+ years of media experience in international TV, live events and new media. E! Entertainment, now owned by Comcast / NBC Universal, reaches over 80 countries and is valued in excess of $3.5B USD. - Marty Pompadur (Co-Founder / Chairman): During his 17 years at ABC, Mr. Pompadur held many executive management positions which culminated in his position as the youngest member of its Board of Directors.

Mr. Pompadur joined News Corporation as Executive Vice President and President of Eastern and Central Europe; and rose to Chairman of News Corporation Europe before stepping down in late 2008 to pursue other media ventures.

- Oganes Sobolev (Co-Founder / EVP of Global Sales): Co-Founder of media sales company Video International, which accounts for more than 65% of Russian television advertising revenues. The company maintains 42 offices throughout Russia and has more than 3,500 employees. The company was recently acquired by the Russian government and is now a state-owned entity.

- Jean Zhang (Co-Founder / EVP of China Operations): Founder of AmeriLink, a management consulting company that specialized in the promotion of international business between the United States and China.

- Neil Strum (EVP of Operations): Media executive with previous executive positions as Sr. Vice President at William Morris and Executive Vice President for Universal Television. Mr. Strum was a key business executive in managing billion dollar television divisions and overseeing legal / business affairs.

- Gordon Chu (VP of Business Development): Media executive with previous position at Live Nation in development, launch, and acquisition of a multi-million dollar ticketing division to Ticketmaster in late 2008.

In addition to its management, Metan has a Board of Advisor of top business and creative professionals in both China and the United States including Stan Rogow (creator of top US programs such as Lizzie McGuire), Barry Josephson (producer of top US television / film projects such as Bones, Men in Black, and Air Force One), and Bill Yuan (Chairman of Virgo Capital Holdings, Chairman of Revolutionary Sports, and former President of Merrill Lynch, Asset Management Asia).

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METAN PROJECTS & SERVICES Upon founding the company nearly three years ago, Metan has invested time and resources into building the proper infrastructure to build a full media presence in China. Today, Metan is in operations and actively executing on the company’s overall mission. The business model is fundamentally founded on five lines of business including:

TELEVISION Metan produces and distributes both scripted and non-scripted television programs across China’s multiple television distribution networks including CCTV, provincial satellite television, and a proprietary first-run syndicated network. For nearly three years, Metan has developed the inroads and operations to establish a television business and will have five television programs scheduled to broadcast in 2012.

The company not only fully-produces original programming, but it also partners with local production partners and media groups to produce and distribute select projects.

PROJECTS INCLUDE: TITLE: Hello! Hollywood (HH) (On-Air) SYNOPSIS: Hello! Hollywood is a weekly 45-minute entertainment news program bringing viewers around the world the latest in Hollywood celebrity news, lifestyle, and culture. Metan travels to the red carpets of the entertainment industry’s most prestigious award shows and movie premieres, as well as offers exclusive behind-thescenes looks on movie sets and interviews with Hollywood’s elite celebrities.

DISTRIBUTION (TELEVISION): Distributed across 25+ television stations in China / 6 television stations in United States reaching over 600 million people.

DISTRIBUTION (ONLINE): Distributed as part of the Hollywood Channel on Tencent, Metan’s production partner for the series. Reaches 500 million people in China with an average viewership of 10 million people per week.

STATUS: HH has been on-air for over two years and continues to grow in both popularity and distribution. To date, the series is the most widely spread entertainment news program about Hollywood in the Mandarin language in the world. The series has worked with multi-national brands as part including Colgate-Palmolive, Coach, 361, Ford, and Philips Electronics.

TITLE: Return to Da Fu Tsun (RTDFT) (Q3 2012) SYNOPSIS: RTDFT is an original comedy-drama series developed by Larry Namer about a family’s experience moving out of the big city back to their family roots in a remote village in rural China. The family learns to acclimate back to the village life as they learn the fundamental values of family, trust, and love. The program is one of the first programs for CCTV to develop with an American writer.

DISTRIBUTION (TELEVISION): The series will be distributed on CCTV-8 reaching over 1 billion people in China.

DISTRIBUTION (ONLINE): Metan is in current negotiations with several online video portals to distribute the series.

STATUS: Metan has partnered with famed production group (and investor in series), Beijing DongWang Production, to produce the series. RTDFT is currently in production in Beijing and has passed SARFT approval for the first sixty episodes over two seasons. The series will debut in Q3 2012.

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TITLE: Gossip Girl: China (GG) (Q4 2012) SYNOPSIS: GG is a remake of the United States hit drama Gossip Girl from Warner Brothers International. The series revolves around the lives of young adults in Shanghai.

Built around friendship, enemies, and romance, Gossip Girl: China is an “inside” look into the unseen and untold lives of Shanghai’s high society. As the most popular western program in China, GG is arguably the most highly anticipated and sought out format for the China market to date.

DISTRIBTUION (TELEVISION): The series is being finalized to distribute on Hunan Provincial Satellite TV, China’s top provincial satellite TV station reaching over 800 million people in China.

DISTRIBUTION (ONLINE): Metan is in current negotiations with several online video portals and micro-blog platforms to distribute the series including Tencent, Sina, and Youku.

STATUS: Metan has partnered with production group (and investor in series), H&R Century, to produce the series.

H&R last developed the number one drama in China in 2011. Official announcement for the series is in February / March 2012 with casting and production by June 2012. Metan is in current discussions with several multi-national brands to advertise with the series.

TITLE: Everyday LOHAS (Q3 2012) SYNOPSIS: Everyday LOHAS will be produced in partnership with eChina MD, a multimedia company focused on providing both western and eastern medical information in the China market. The series is a daily 45-minute talk show that discusses everyday medical issues and conditions from both a western and eastern philosophy. The show is hosted by a panel of doctors with different specialties and focus on other health and well-being issues including fitness, mental health and diet.

DISTRIBUTION (TELEVISION): The series will be distributed through a syndication network of satellite TV, provincial and regional television stations. In discussions with Guangdong Satellite TV as the anchor television station to distribute the show.

DISTRIBUTION (ONLINE): Metan is in current negotiations with several online video portals to distribute the series.

STATUS: Metan is currently producing the pilot and treatment for the series.

TITLE: My Perfect Home (Q3 2012) SYNOPSIS: My Perfect Home will be produced in partnership with Ava Living, a leading interior design consulting firm and online portal. My Perfect Home is a thirty minute, weekly show where top designers in China and the United States work with homeowners in creating the perfect living space. Six homes will be featured over the duration of twenty-six episodes. Each of the six homes will be highlighted for four episodes. One room will be featured in each of the four episodes.

DISTRIBUTION (TELEVISION): Ava Living is currently in discussions with distribution through Travel Satellite TV, a provincial (Hainan) satellite TV. DISTRIBUTION (ONLINE): TBD STATUS: The series is currently in development with final discussions on television exhibitor.

More detailed information for each project available upon request.

DIGITAL PROGRAMMING. The online and mobile markets have grown exponentially, from a content, advertising, and business model perspective. The growth in advertising dollars dedicated to these sectors reflects China’s expanding adoption for online media.

Over the last two years, Metan has already successfully launched several digital campaigns and will continue to develop digital programming for online, mobile, and Weibo platforms including full branded channels for Metan’s

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library of programs and development of a full IPTV channel in conjunction with CNTV.cn – China’s state-owned IPTV channel (CCTV).

PROJECTS INCLUDE: TITLE: Fusion TV Branded Channel (Q1 2012) SYNOPSIS: For the last 20 years, Fusion TV has pioneered the action sports genre and has one of the largest libraries in action sports / adventure travel content in the world.

Fusion TV has produced for nearly all the major media outlets including Fuel TV, ESPN, and NBC Sports. Metan has an exclusive partnership with Fusion TV and has co-jointly launched a Fusion TV branded online channel on Tencent.

DISTRIBUTION (ONLINE): Fusion TV Branded Channel is distributed exclusively online on Tencent with an average of over 2 million views per month.

STATUS: Metan / Fusion recently finalized strategic partnership with Tencent. Channel is currently in development and will debut Q1 2012. Metan is in current discussions with several brands to sponsor the channel.

TITLE: Rock the Web (RTW) (Q2 2012) SYNOPSIS: RTW is a brand-new online singing competition to find China’s first online international star. With auditions in Beijing, candidates of the top 24 are selected through a panel of international and domestic judges to determine who goes to Las Vegas, United States for training with some of the industry’s best. Semi-finals and finals are determined back in Beijing with a live stream of the full concert (Live Nation). Offline tour promotion through 100 college campuses promotes the reality competition with social media through Weibo, Sina Entertainment, and Youku allows fans, audiences, judges, and contestants to interact and engage the excitement and experience of the competition.

DISTRIBUTION (ONLINE): RTW will be distributed primarily through its own proprietary site. Strategic partnerships for marketing and interactivity includes Sina Weibo, Sina Entertainment Page, Youku, Art.com.cn, and HH. STATUS: Metan is executive producer and production management over the entire competition. RTW has recently aligned with Hill & Knowlton for social media strategy, Live Nation for live concert promotion, Sina Weibo for official Weibo platform, Sina Entertainment for official “live chat” application, and Youku for official online video portal. RTW is currently finalizing discussions with international celebrities as part of the show.

TITLE: The Jeremy Lin Project (Q2 2012) SYNOPSIS: Jeremy Lin is the only Chinese-American NBA player since 1948. His career has taken him from anonymity to setting individual records at Harvard University to going undrafted in the NBA to his most recent NBA career with the Golden State Warriors and the New York Knicks. The documentary follows eight chapters of Jeremy Lin’s life from family to school to his pro career. Jeremy Lin will participate in the online documentary including personalized videos, live chats with Jeremy, and Weibo.

DISTRIBUTION (ONLINE): Metan is finalizing agreement with Tencent to exclusively broadcast the series.

STATUS: Metan is finalizing distribution and in current discussions with Jeremy on scheduling of personal appearances and marketing for the documentary. Metan is also in discussions with several brands for sponsorship and brand integration.

TITLE: Weibo Programming (On-Air) SYNOPSIS: Weibo is unique to the China market only. Similar to that of Twitter, Weibo also allows pictures and videos for fans to follow and engage with. Metan is producing Weibo-specific programming to leverage the engaged audience groups for brands and advertisers. Programming revolves around character-driven content that are aligned with the audiences brands are targeting. In addition to standalone programs, Metan will also develop Weibospecific programming around each character of its television programs engaging audiences further beyond the television series and monetizing on the television assets beyond the broadcast window of the series.

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DISTRIBUTION (ONLINE): Weibo Programming is distributed both on Tencent Weibo and Sina Weibo.

STATUS: Metan currently has over 95,000 followers on HH Tencent Weibo. Metan is currently developing the social media strategy for Weibo programming around RTDFT and GG through Sina Weibo.

TITLE: Television Programming (On-Air) SYNOPSIS: As part of Metan’s strategy for true multi-platform programming, digital content to compliment and supplement Metan’s television programs are currently in development with each series. Digital programming adds “depth” to the content for audiences to engage with the series through video blogs, webisodic content, behindthe-scenes programming, and making-of content. Each series can monetize digital programming separately from television and provides a cost-effective marketing platform for pre-promotion and during broadcast.

DISTRIBUTION (ONLINE): Metan works with all the major online portals, Weibo platforms, and online video portals.

STATUS: Each series is currently developed with digital programming separate from the production and exhibition of the television series including a “Making-of-Gossip Girl”, video blogs (GG, RTDFT), and Weibo programming (GG, RTDFT).

TITLE: Western Arts Channel (Q3 2012) SYNOPSIS: Digital television has just emerged but is growing at an impressive penetration rate throughout China. CNTV is the IPTV service for CCTV in China, and is currently one of three licensed platforms sanctioned by the government for an IPTV network. Metan has signed an agreement with CNTV to produce both original and distribute third party programming through CNTV. Metan’s first channel will be a western arts channel (i.e. ballet, opera, symphony, etc.) that will be launched the summer of 2012.

DISTRIBUTION (ONLINE): The channel will be launched on CNTV.cn STATUS: Metan has finalized content agreement with EuroArts, a European content provider with an extensive library of western arts accumulated from around the world. Metan / CNTV is in current discussions to develop and launch the platform.

More detailed information for each project is available upon request.

E-COMMERCE China’s e-commerce market has grown exponentially with the advent of online and influence of media. Metan has several subsidiary companies and joint venture partnerships to develop e-commerce platforms by leveraging the media influence of Hollywood celebrities and Metan’s produced programming.

For most e-commerce platforms, marketing costs are a significant factor in the success and execution of the program. Metan’s unique position is to drive marketing and promotion through the assets of the produced television shows. Not only is marketing costs minimized through Metan’s existing assets, but Metan can control the brand message and position for the products sold. E-commerce is a key strategy to derive revenue streams for Metan’s programs even beyond the broadcast window or life of the series.

PROJECTS INCLUDE: PROJECT: Gossip Girl Affiliate Program (GG Affiliate Program) BUSINESS MODEL: The GG Affiliate Program is a proprietary e-commerce platform for online viewers of GG to purchase featured and licensed merchandise directly from the series by directly purchasing through clickable video online. This joint venture between Metan and Starworks Group (full-service global fashion agency, e-commerce company) embeds clickable video on select brand products within the digital version of the series.

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Shoppers can purchase items directly as they view the series online through a private transaction.

REVENUE STREAMS: Metan / Starworks Group acts as an affiliate to the brands and collect a service fee of 12-15% of the gross sales of the items generated through the program.

STATUS: Metan is currently in discussions with several brands to participate with the GG Affiliate Program.

Starworks Group is in development of the technology platform and the principal team to operate the program in China.

PROJECT: The Sparkle Project BUSINESS MODEL: The Sparkle Project is a celebrity-endorsed social ecommerce company. The company adopts the subscription-based model for women’s shoes, apparel, and accessories for the China market. Subscribers answer a short questionnaire online to determine their unique style and personal celebrity stylists they are most aligned with. Each month, a new product is shipped to the subscriber based on her styling. Marketing is driven through celebrities (GG main actress, Hollywood celebrity, etc.) and through brand integration in Metan’s produced GG series.

REVENUE STREAMS: The Sparkle Project utilizes a pre-pay model for subscribers at 399 RMB per month. With longer pre-pay durations, subscribers get discounts on a monthly average. Distribution is through the standalone shop as well as through Taobao T-Mall.

STATUS: The Sparkle Project is finalizing the management team and financing for the company. Currently, team includes George Godula (co-founder; Web2Asia), Malcolm CasSelle (co-founder; tech entrepreneur / financier), Helen Lee (Chief Fashion Stylist; China-based fashion designer), and Metan (Co-Founder).

PROJECT: Mingyian BUSINESS MODEL: Mingyian is an adaptation of the “Adly” model in China. Mingyian is a social platform for “Hollywood” celebrities and athletes connect with brands and their fans. Where Mingyian manages the social media strategy for the celebrities, they also connect and match brands for endorsement and social media campaigns for target audiences. As a first in the market, Mingyian looks to leverage the Weibo platform and Hollywood growing popularity in the China market.

REVENUE STREAMS: Revenue is generated through brand sponsorship and endorsements. Through Mingyian’s consumer-facing social network, brands can market and advertise on the site itself. Brands can also push social media campaigns on Weibo or endorsement through the celebrities participating on the site.

STATUS: Mingyian is in development of the site and technical team for operations. In parallel, Mingyian is finalizing capital needs as well as signing on-board several celebrities.

PROJECT: TBD BUSINESS MODEL: Metan has partnered with iDD (social media agency) and Jeff Wang (co-founder of Meici.com) to develop a celebrity e-commerce company. The platform will sell celebrity-endorsed or licensed merchandise. It is a central place for Hollywood celebrities looking to build their brand recognition in the China market through ecommerce. Merchandise is sold through the company’s standalone shop as well as through other distribution outlets including Taobao (T-Mall) and Meici.com (luxury e-commerce site).

REVENUE STREAMS: Revenue is generated through the sales of the merchandise on the e-commerce platform.

This is either selling the products directly to consumers or through affiliate partnerships for other distributors / sites.

STATUS: The company is currently finalizing the team as well as securing products through discussions with the celebrities.

More detailed information for each project is available upon request.

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VOD NETWORK Just as Metan is the bridge for international media companies entering China, the company will be the conduit for Chinese television entering international markets. The Chinese government has been very public about establishing a more prominent media voice outside China’s borders. The idea for Chinese content to be seen outside China is an important initiative for both television and online media groups. Metan has been in active discussions with both online and television groups to jointly develop these channels to export Chinese content to the west.

Today, there are an estimated 40 million Chinese living outside of China. The ambition to showcase Chinese media to the rest of the world is a top priority for the country as evident in more media companies setting up US offices in hopes to be that liaison with the US media.

Just as “guangxi” is critical to conducting business in China, it is the same in the Hollywood industry. While government entities regulate China’s media landscape, the major studios and broadcasters inevitably fashion their own unofficial rules of engagement to determine who is on television and online. Metan’s management has deep relationships all levels of media in the US and in Europe – from television and film to cable and online; as such, the company is ideally positioned to partner with Chinese media groups to bring their best content forward and create new levels of international media exposure.

There is a significant opportunity for niche Chinese programming particularly with regard to the video-on-demand (VOD) market in the US. For MSO’s (Multiple System Operator), expansion of VOD market is of critical importance as linear television become less and less relevant. The high costs necessary to create new linear channels are prohibitive for many media companies today and MSO’s are looking at VOD as an effective way to compete with IPTV as well as an alternative to provide specialized niche content to their subscribers. With an emerging platform for distribution comes the need for content – Metan is an ideal medium for Chinese content to crossover to the US market.

Metan’s executive team has close relationships with senior management at all the MSOs. Larry Namer has built a career around revolutionizing and pioneering the cable industry and has had unprecedented success in developing new media ventures. As a strategic advisor / founding partner of Eurocinema, a foreign-centric VOD movie channel, Larry Namer was largely responsible for its current reach to over 40 million households across key MSOs including Time Warner Cable, Comcast and Cablevision in all the major metropolitan cities in the US. Marty Pompadur has been an MSO operator in the United States and is one of the original members of the CABLE entrepreneurs. Collectively with Metan’s other management team, Metan has been responsible for leading and creation of billion dollar networks in the US in television, cable, and in new media.

Working together closely with the Chinese government and production companies in China, a US VOD network dedicated to Chinese content is an opportunity to further push China’s culture to the rest of the world as well as position Metan as the premier conduit between Hollywood and China.

METAN FILM FUND SEE METAN FILM FUND CHAPTER.

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METAN FILM FUND METAN Film Fund (the “Fund” or “Offering”) is a dedicated fund for co-productions for feature films between China and Hollywood.

The film industry in China continues to grow exponentially delivering annual box office of $2.1 billion USD in 2011, up 30% from a year earlier in 2010. Nearly 7 new theaters are built everyday in China and the demand for content continues to foster the unprecedented growth in the China market. With current restrictions of only twenty international films distributed in China, local production and co-productions between Hollywood and China have paved ways for greater opportunities in the Chinese film industry.

This Offering presents an incredibly opportunity to access one of the world’s fastest growing markets and capitalize on the proven revenue generating abilities of China’s film industry. Even within 2011, major deals have been constructed between Hollywood and China to further push the industry from partnerships between Skyland and Relativity Media to DMG’s $300 million USD fund to spur co-productions.

Success in the film industry in China lies in the creative capabilities and operational execution. The market is still highly fragmented and local expertise and partners are quintessential to establish the Fund as a market-leading film financing entity in China, with long-term upside and future growth potential for establishing subsequent Funds and expanding into additional revenue generating areas such as international markets, sponsorship / integration, and merchandise.

This Offering’s underlying mission of helping to showcase Chinese culture while opening new production, creative collaboration, and cross-culture appeal to a global audience through the different series of films produced. All projects will be targeted for worldwide exploitation across multiple distribution channels. Receipts from all revenue streams will be cross-collateralized and held in trust for the purpose of reinvesting in additional projects (if applicable). The Fund’s investment return is targeted at 40%+ within five (5) years, subject to any agreed upon additional projects financed by the Fund.

In total, the Fund is seeking $80 million USD of equity commitments for co-financing of 10 films within the first five years of establishment.

FUND PARTNERSHIP Metan has partnered with Desen International Media (“Desen”), a Chinese production and distribution company with some of the biggest hits in China over the last five years. Desen is responsible for top hits in China including Ip Man 2 and Fourteen Blades (both starring international action star Donnie Yen), ranking number four and fourteen in top grossing box office films in China in 2010 respectively. Desen is also responsible for distribution for other top hits in China including Let the Bullets Fly (starring international star Chow Yun Fat) which earned the top grossing film in China in history for a local production.

Together, Metan and Desen will co-develop new projects that have more than just commercial appeal in the China market, but worldwide. Metan’s role is to interface with both independent and major movie studios in the west while Desen organizes the China end for production. Desen is ran by Ms. Xiaofen Ann, a leading producer with nearly 20 years of experience in production and distribution of the top films in China. Ms. Ann’s experience includes senior executive positions at leading companies including Beijing new Picture Film, Stellar Megamedia Group and Times Antaeus Media Group. Ms. Ann and her deep team of industry veterans in the Chinese film industry compliments Metan’s stature and relationships in Hollywood.

With existing top relationships with the major distribution, marketing, and governmental entities already in-place in China, the Fund is ideally poised and staffed with the right management of both western and Chinese expertise

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to capitalize on this growing film market in all areas of the film-making process from investment, production, marketing to distribution.

MARKET LANDSCAPE 11

China’s box office has grown nearly 30% from 2010 to 2011; and more than 25% growth each year since 2003 .

Today, it is estimated that the value of the industry has tipped to $2.1 billion USD in 2011. Even in 2011 where in every other major global film market has suffered due to the economic downturn, China continues to set unprecedented growth in the market.

Despite optimistic marketplace in China, of the over 400 films produced annually in China, only an estimated 10% are successful in the market. While much of this is accredited to the right local partners for distribution, marketing, etc., it should be noted that it is equally important in the market for the creative and unique nature of each project. Execution and access to the best creatives are critical for the success of any film production company in China today.

FUND MANAGEMENT The day-to-day activities of the Fund, including the administration and oversight of all Fund projects, will be jointly managed by Metan and Desen (“Management”). Management is uniquely positioned within the global capital markets with experience in managing both western and Chinese expectations for film production and distribution.

The Fund will be initially established for the purpose of carefully selecting co-production opportunities with strong commercial appeal for exploitation in domestic and international markets. In addition to the storyline and appeal to a global audience, the Fund will additionally look to leverage Metan’s existing lines of business in China including television, e-commerce, and merchandising to bolster additional revenue and marketing opportunities within each projects. The Fund will be funded with equity commitments of $80 million USD, with an all-in targeted return of 40%+ to equity investors within five (5) years. Proceeds from the Offering will be allocated towards all costs associated with the Fund, including the Fund’s pro-rata share of film production costs and any management, legal and closing fees accrued by the Fund.

Initial use of funds will be towards five (5) projects to be financed by the Fund and released within the first two (2) years. Net receipts from worldwide exploitation of these first five (5) films will be collected in escrow and held in account for reinvestment in additional projects (scheduled for three). In the event of insufficient equity exists in the collection account to cover production costs will be facilitated through ultimates-based senior debt facility.

The Fund will be managed by a committee of investment professionals from both China and the United States. The Management includes: Mr. Marty Pompadur Mr. Larry Namer Ms. Xiaofen Ann Management fees of 5% of each project’s production budget will be included in the total budget of each projects.

Fees will be delivered as follows: 20% upon commencement of pre-production, 20% upon commencement of principal production, and 60% upon completion and delivery of project to distributors. In addition to the monetary fees described above, the Fund shall receive customary corporate and individual production credits (as applicable) on each Fund project, in accordance with local industry standards.

11

Xinhua News January 2012

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TRANSACTION PROCESS Investment allocation into projects will abide to the process as follows: 1.

2.

3.

4.

Projects are decided based on qualifying criteria and agreement by the Management of the Fund to be financed.

Projects are funded by available Funds as available All applicable distribution rights to projects are licensed from the Fund to distributors / sales agents. The projects are distributed in respective territories worldwide and collects proceeds on behalf of the Fund.

The distributors / sales agents remit all receipts from distribution to a collective pool account designated for distribution to the Fund’s participants.

Distribution to the Fund’s participants are subject to third-party fees and costs prior to investors including thirdparty payments, debt obligations (including debt interest and principal payment), and production costs.

PROCESS CONSIDERATION The Fund’s central role throughout the filmmaking process will largely be focused on the financing of the projects.

Oversight of production, budget, distribution strategy, and overall commercial viability will be the primary responsibilities of the Fund Management. Overseeing each project includes a highly experienced team appointed

by Fund Management.

Producers for each project will be responsible for all development costs related to the respective projects prior to any projects being greenlit by the Fund. Development costs will be applied towards any producers equity into the project and will not exceed more than 10% of the production cost contribution to the project. Expected levels of development for each project includes optioning the rights for the underlying property; commissioning writers to localize, create treatment, etc. for the screenplay; budget preparation; initial down payment for the talents; and location scouting as needed for the project.

Once development has been completed, all projects are subject to approval by the necessary governmental entities including the Chinese Censor Bureau. In order for the project to be greenlit, the Fund will look for certain criteria of completion by the producers including an approved production budget, attached talent to the project, and initial scripts completed.

The Fund will establish a special purpose vehicle (SPV) for the production of the project. This allows for transparency, accounting accountability, and a more direct management by the Fund on a project by project basis.

The SPV will enter into a series of agreements with the Fund, producers, and distributors. The Fund will have controlling stake in the SPV and will work alongside the producers to monitor and control the budget, actual expenditure, and all aspects of the film-making process in order to minimize risks and optimize the financial performance of the project.

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REVENUE MODEL Metan’s revenue model varies between lines of businesses and on a per project basis. Main sources of revenues include license fees from exhibitors / distributors and marketing / sponsorship revenues from brands and advertisers.

Below is a schedule of the revenue model on a per line of business: TELEVISION Revenue is generated through license fees (television and online), advertising inventory, and brand / product integration. Depending on the project, gross revenues are shared with advertising agencies, exhibitors, production partners, and rights holders for format deals.

Hello! Hollywood: Hello! Hollywood is monetized through advertising inventory, brand / product integration, and online license fees. Since HH is distributed on Metan’s proprietary first-run syndication network, Metan secures distribution through barter with the television stations. In return for the program at no license cost to the television stations, Metan retains two-minutes of advertising inventory to sell to brands / advertisers. Metan couples the inventory and brand / product integration opportunities for comprehensive packages to brands / advertisers. Tencent is a production partner and online distributor for the series. Tencent licenses 25% of the production cost to Metan.

Return to Da Fu Tsun. Metan produces RTDFT with its production partner and writer of the series (in total, they finance 65% of production). RTDFT will be broadcast on CCTV-8 and a TBD online portal. The series is monetized through television license fees, online license fees, and brand / product integration into the series. As an original sitcom developed by Metan, there is no profit sharing to rights holders or other third parties.

Gossip Girl: China. Metan has partnered with H&R Century to produce the series (H&R finances 50% of the production). GG will be broadcast on Hunan Provincial Satellite TV, Sina Weibo, and Youku. The series is monetized through television license fees, online license fees, and brand / product integration into the series. As a format option from Warner Brothers International, Metan shares profits (after production costs, management fees, and shares to partners) to Warner Brothers International.

Associated Press Programming. Future Associated Press Programming can be developed and distributed either through a first-run syndication network or through a provincial satellite channel (like that of Gossip Girl: China).

The series will be monetized primarily through license fees and brand / product integration into each show. As a strategic partner, Associated Press wills hare in profits with Metan (after production costs, management fees, and shares to partners).

Other programs are monetized according to the business models described above depending on distribution and if Metan participates with any third party partnerships.

ONLINE Revenue is generated primarily through advertising inventory and brand / product integration into the online content. Depending on project and platform, Metan shares profits with online portals and/or third parties of the content itself.

Fusion TV. Metan has an exclusive partnership with Tencent to distribute a Fusion TB online branded channel featuring Fusion TV content. Tencent guarantees a minimum viewership that is sold to advertisers and brands for the channel. Tencent shares in revenues with Metan 50% while the remaining Metan profits are shared further with Fusion TV.

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Online Brand Campaigns. Online branded campaigns are fully supported by brands and advertisers. In 2011, Metan produced an online campaign via Hello! Hollywood for backstage coverage of the Oscars. Metan was credentialed for the Oscars backstage and transferred a live stream of the backstage footage and red carpet to Tencent where 10 million people viewed the event in the course of a month. The entire campaign was sponsored by Coach.

Revenues are shared with the online portal who distributes the content.

Weibo Programming. Weibo programming is a fully brand-supported business model. The concept is to build accounts with a large amassed pool of engaged “followers”. Brands sponsor the Weibo programming and are able to interact with the audience group via Weibo. For shows such as Gossip Girl: China, each character will “live” through its Weibo account. Brands will pay for sponsorship and involvement with each Weibo programming Metan produces. Depending on whether Metan partners with other media companies – i.e. H&R Century (Gossip Girl: China), there is no share of revenues to platforms and/or third parties.

E-COMMERCE Each Weibo platform has a different revenue model associated. For each, revenue is monetized either directly through consumers or by brands / sponsors. Metan has partnered with other companies for each e-commerce platform and shares revenues with each.

Gossip Girl: China Affiliate Program. The Affiliate program generates revenue from the sales of licensed or featured merchandise through the clickable videos online. Rather than have full fulfillment responsibilities for each product, Metan / Starworks Group sign-up affiliate agreements with each participating brand for 12-15% of the gross sales of the items. The platform merely transacts the purchase through the brand’s backend and the consumers directly.

The platform receives monies for sales generated through the video content. Profits are shared with Metan’s partners including Starworks Group, H&R Century and Warner Brothers International.

The Sparkle Project. The Sparkle Project (TSP) is a celebrity-endorsed subscription-based e-commerce model that sells women shoes, accessories, and apparel. Consumers directly buy TSP products on the site in the form of prepay installments. TSP utilizes celebrity-influence as well as Metan’s programming – i.e. Gossip Girl: China – to drive awareness and marketing for the model. Metan is equity partners with others and will share revenues based upon the involvement of Metan’s associated partners – i.e. H&R Century, Warner Brothers International – from the profits of the sales.

Mingyian. Mingyian is the “Ad.ly” model in China where based on celebrity’s social media following – i.e. Weibo following – advertisers can run brand campaigns through the celebrity endorsement, social media, etc. Mingyian shares in the endorsements or campaigns with the celebrities. In addition, Mingyian is developing a consumerfacing social media platform featuring all of its celebrities. The social media platform is where brands can sponsor the site through more traditional means including banner ads, pre-rolls, etc. Metan is equity partners with others and will share revenues.

Other e-commerce platforms are similar to the three business models as described above.

VOD NETWORK In the US, video-on-demand channels generate revenues through a per title download subscription basis, or a monthly subscription for more dedicated fans who will watch more content than a per title basis. For typical VOD channels in the US, consumers pay a $4.99 per title download fee or a $14.99 monthly subscription fee. The MSO’s receives 50% of the revenues while the remaining profits are shared with the content providers directly.

METAN FILM FUND

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The Metan Film Fund is set-up to finance co-produced films for the China and international markets. Revenues are generated through minimum guarantees from distributors, revenue share of theatrical release, television broadcast, and home video sales. Revenue is shared accordingly to the equity investment each party allocates to the financing of the films on a pro-rata basis. Certain benefits including profit sharing are also depending on the time and level of financing on a per film basis. As partners with a major Beijing-based production company, Metan shares in the revenues after costs.

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COMPANY STRATEGY Metan’s core objective includes developing a scalable business model that ties the company’s products and services together in the China market. Metan’s business model is developing a complete media practice that capitalizes on both the long-term and short-term business opportunities around content and brands. For nearly three years, Metan has established its position in China as a premier media company developing content across both television and digital broadcast. Metan’s core strategies are: 1.

2.

3.

4.

DISTRIBUTE CONTENT ACROSS A DIVERSIFIED DISTRIBUTION NETWORK STRONG LOCAL / INTERNATIONAL PARTNERSHIPS QUALITY PROGRAMMING FOR THE CHINESE MARKET CONTENT-DRIVEN ANCILLARY BUSINESS MODELS

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DISTRIBUTE CONTENT ACROSS A DIVERSIFIED DISTRIBTUTION NETWORK. Content in China is rapidly converging across television, online, and mobile. Even within each respective platform, there are a myriad of distribution channels that content is broadcasted and distributed. Metan’s strategy to distribute across a diversified portfolio of distribution platforms allows the company to capitalize on a more fluid multi-platform environment for audiences and brands alike.

TELEVISION DISTRIBUTION. There are three ways to attain a national television reach across China: CCTV, Provincial satellite television, and a syndication network. Each of these options varies in business models and has a different position in Metan’s overall distribution strategy.

CCTV: CCTV is the state-owned television broadcaster, comprised of 19 channels, that has the longest legacy in China and carries the highest prestige in media reputation. For decades, it has been the voice of China and the only option for television media altogether. Today, it continues to reach all demographics and markets across China.

Provincial Satellite Channels: Within the last 15 years, China’s television industry has evolved from the days of just CCTV. Satellite became a viable option to broadcast programming and became the first China-wide alternative outside of CCTV. Each province (and municipality territory) is allowed to upload one channel to be broadcast by satellite across all of China – effectively creating an entirely new distribution strategy for media companies to distribute content.

Syndication Network: Similar to the successful model in the United States with aggregating local stations for a national reach, the first-run syndication model in China is the third option for national distribution. Developing the network involves establishing distribution partnerships with a multitude of provincial, regional and city-level television stations. While building up a syndicated network requires multiple partnerships (versus partnering with one entity for CCTV or satellite), the syndication model is an opportunity to create and “own” a flexible third option for national distribution.

Metan’s programming is distributed across all three television platforms. Metan’s diversified distribution strategy capitalizes on immediate short-term opportunities such as CCTV and provincial satellite television, while establishing a long-term proprietary platform in a China-wide first-run syndicated network.

CCTV and provincial satellite channels are the most immediate television opportunities from an advertising and a Metan branding perspective. For advertisers, CCTV and provincial satellite channels offers the widest reach on national television. Provincial satellite channels, in particular, are also on the forefront of developing innovative and new formats of programming including implementing more western program formats such as non-scripted competition shows and branded entertainment.

Hunan Satellite Television and Dragon Television (Shanghai Media Group) are prime examples of how these provincial satellite channels have progressively evolved particularly with their adaptation of Ugly Wudi (format for scripted program, Bette La Fete) and China’s Got Talent (Synco TV). Not only were these programs one of the first to utilize brand and product integration, they have also been two of the only programs to adapt and remake an international format. Since then, each provincial satellite channel has been eager for similar programming opportunities as a way to improve their stature amongst the others.

For programs such as Gossip Girl: China and Return to Da Fu Tsun, Metan will distribute the series on provincial satellite channel (Hunan Provincial Satellite TV) and CCTV, respectively. Not only do both platforms have the widest reach to a mass audience in China, they also benefit from attractive advertising support and higher licensing fees compared to more local television stations.

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The first-run syndication model is a difficult and laborious process to create, establish, and manage; however, it is also Metan’s long-term distribution strategy with significant value for the company. It has been evident in countless trips to build relationships and lengthy discussions with provincial media groups that there are currently no other western media companies that have allotted such considerable resources and time to the syndication model. By pulling together provincial / regional / city television stations on a syndicated network like the company has done with Hello! Hollywood, Metan has actualized a proprietary third platform for national exhibition.

From a long-term strategic perspective, the syndication model has the most difficult barrier to entry and is the most protectable asset in distribution. It is extremely difficult for other media companies to replicate the business model since it requires an entire team dedicated to creating a meaningful relationship with each and every television station. Metan has spent the last 24 months engaging with television stations of all sizes to join in the syndicated network. To date, Metan has 25+ television stations (and growing weekly) ranging from small city stations to large provincial channels reaching over 600 million people.

The first-run syndicated network has two-fold benefits to stations and the advertisers. For the stations, it allows access to quality programming that has historically not been available due to their limited reach and revenue potential. While one market may not have the leverage to access such content, a network of stations together make it an attractive alternative to CCTV or satellite stations.

In the same manner, advertisers see limitations to reaching Tier 2-4 markets through CCTV or provincial satellite television. The rigid exhibition infrastructure also does not allow flexibility with how the advertising is spread across China. Advertising efforts vary even amongst the different markets within China; however, cannot be isolated or separated through CCTV or provincial satellite television. With a network of different markets, advertisers not only now have an alternative to CCTV or satellite, but have the flexibility to create more specific marketing campaigns that meets the needs of their audience and budget. The first-run syndication model allows brands to develop target campaigns that are not available to either a provincial satellite or CCTV distribution strategy.

DIGITAL DISTRIBUTION. Metan’s online strategic partnerships include some of China’s top online video platforms, social-networking sites, micro-blog platforms, and online portals. Each platform has a strategic purpose to not only extend viewership for programming, but are important channels in Metan’s multi-platform programming strategy, marketing efforts, and derivative revenue streams.

Tencent is Metan’s production partner and online exhibitor for Hello! Hollywood. Forty-eight hours after the television broadcast, Tencent broadcasts the program online with an average viewership of over 2.5 million views per episode each week. In addition, there are made-for-online content that are exclusively produced and exhibited on Tencent including interactive segments between television and Tencent through its multiple online applications – i.e. QQ (instant messaging) and Tencent Weibo (micro-blog).

Digital distribution is also a quicker and more cost-effective manner in launching content in China. Without the strict scrutiny of SARFT and the major provincial media groups, launching digital series or even full branded channels can be executed in much more condensed time frames. Metan has a strategic partnership with Fusion TV which has one of the largest libraries of action sports and adventure travel content. Where the action sports genre is still relatively new in China, it is an opportunity for Metan and Fusion TV to define and promote action sports through a fully-branded Fusion TV online channel on Tencent. Brands are able to participate early and reach a highly targeted audience group of a proven genre all around the world. As action sports become more popular in China, Metan and Fusion can capitalize on its branding and recognition in the market similar to that of how ESPN is associated with sports in the US. The ability to brand and create channels specific for content or for brands is an opportunity to leverage China’s growing online and advertising market.

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Weibo has become the dominant social media platform in China with over 260 million registered users on Sina and an additional 100 million registered users on Tencent. Whereas in the US there is a natural separation between social networks – i.e. Facebook – and micro-blog platforms – i.e. Twitter - , China’s Weibo is a unique combination of both functionalities on a single medium. Twitter in the US is restricted to 140 characters; however, Weibo is a much richer experience with pictures, videos, location-based applications, and live feeds / chats with “followers”.

Facebook’s equivalents in the China market – i.e. Kaixian and Renren – are losing social media market share as the Chinese online audience have gravitated towards Weibo as the preferred platform to interact with friends and others. With that trend, Weibo is also an emerging social media platform for content and digital advertising.

Content can be produced accordingly for a captive targeted audience while benefiting from the social media aspects of engaging viewers through activation, discussions, and key opinion leaders. The business model where brands can actively interact and engage their target audience groups through content is a unique and specific platform in China only through Weibo.

Metan is one of the first media companies in China to utilize and leverage Weibo in developing Weibo-specific content for brands and audiences alike. Each of Metan’s television programs will have multiple Weibo components to compliment the programs both before as pre-promotion of the shows and during the broadcast of the series.

For example, each of the characters in Gossip Girl: China will have a parallel “voice” on Weibo. Audiences can now interact, follow, and engage with the characters and series even beyond the end of each broadcast season. For brands, the value lies in the ability to directly interact with audiences while extending campaigns beyond television to digital / social media platforms. For Metan, Weibo is a new medium to monetize and capitalize content beyond traditional television or online platforms.

Emerging technologies such as mobile and IPTV have just entered the China market, but are indicative of much of where China’s media is evolving to. Media bureaus and licenses have been issued in order to open up these new platforms for advertising and content. Major government entities such as the nation-wide mobile carriers and cable operators have been granted licenses for triple-play programming (across television, online, and mobile) pitting them to compete against the likes of CCTV, provincial satellite channels and online portals for content and advertising. Metan works closely with several of these new media platforms including distribution of Hello!

Hollywood and Fusion TV programming on SMG’s IPTV channel and developing fully-branded IPTV channels on CNTV.cn (government IPTV network).

See Appendix for full list of television stations and online platform partners.

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STRONG LOCAL / INTERNATIONAL PARTNERSHIPS. For the last three years, Metan has developed strategic partnerships with both multi-national and local companies in China to extend its ability to accelerate production, advertising and distribution. Through partnerships, Metan can establish the necessary infrastructure and operations quickly; and develop the longer term businesses without the usual and long-standing hurdles many start-up companies experience in China.

In China, the term “Guanxi” describes the basic dynamic in personalized networks of influence. The concept, while globally universal in business, it is especially a critical component of Chinese business philosophy. Developing these relationships built upon trust requires a long-term commitment that is established over a long period of time. As a company founded specifically to build a business based on bringing media and entertainment to and from China, Metan has taken a long-term approach to the market and has avoided the pitfalls and mistakes of the global media conglomerates. Partnerships with the right local (and multi-national) companies can quickly help accelerate the business model and develop the proper inroads to expanding Metan’s presence. Long-term partnerships are a function of time, patience and trust; and weighs significantly much more than legal agreements or formal contracts.

Local partnerships greatly enhance Metan’s abilities in both production and distribution of content. While the company produces and distributes original programming – i.e. Hello! Hollywood – independently of any other media groups / entities, Metan does take advantage of the opportunities to maximize revenues and accelerate its business models. Local partnerships such as H&R Century, Metan’s production partner for Gossip Girl: China, maximizes the series opportunity. H&R, having produced the number one drama in 2011 (Palace on Hunan Provincial Satellite TV), can leverage its existing relationships with broadcast partners, government entities, and marketing outlets for the series. In turn, Metan can benefit from H&R’s core competencies and allows Metan to focus on maximizing revenues through other channels and business models.

Local partnerships maximizes the traditional revenue opportunities in media – i.e. licensing fees, distribution, etc. ; whereas, Metan can vertically integrate upon these revenue models by layering other derivative revenue streams to maximize the value – i.e. e-commerce, merchandise, etc. In China, where market share and horizontal expansion is largely the strategic direction for companies, Metan partners with local companies to extend Metan’s collective reach while the company is able to vertically integrate on other areas of business.

Below is a partial list of strategic relationships the company has forged to date.

CHINESE PARTNERSHIPS SARFT (State Association of Radio, Film, and Television). Metan has a positive relationship with the governing body that presides over all electronic media and film. The relationship provides the company with an outlet to discuss projects and plans directly with SARFT and to ensure that all business decisions follow the laws and regulations of the country.

H&R Century. H&R Century is a film-and-TV production company whose services range from development, production and distribution of films and television programs in China. As Metan’s partner in the production of Gossip Girl: China, H&R is responsible of producing and delivering China’s top serial dramas including Palace, the number one Chinese drama in 2011 with a collective audience of over 1 billion people in the course of the season.

Dongwang Television & Film. Beijing Dongwang Culture Development Company (BDCDC) is a Chinese film and television production company that develops, produces, and distributes both television and film. BDCDC has produced some of the most successful dramas in China including Summer of Foam (泡沫之夏), The Velvet Goldmine (纸醉金迷), Emerald on the Roof (屋顶上的绿宝石), Lock Spring Record (锁春记). BDCDC is Metan’s production partner for Return to Da Fu Tsun.

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Huace Film & TV Group. Huace Film & TV Group is a publicly-traded media company (ticker 300133.SZ) producing television and film content for the China market. As one of the premier media companies in China, Huace Film & TV Group have produced thousands of hours of programming with large commercial success in China and throughout Asia. Metan is collaborating with Huace Film & TV Group to develop new television programming for China.

Hunan Provincial Satellite TV. Hunan Provincial Satellite TV is the most widely distributed and most popular provincial satellite channel in China today. For the last six years, Hunan Satellite TV has ranked number one amongst all the satellite channels for its innovative programming. The channel will exclusively broadcast Gossip Girl: China in Q4 2012.

Beijing Satellite TV. Beijing Media Group (BTV) is one of the most important media companies in China. BTV is one of the most influential media groups and is currently ranked top 5 amongst all the satellite television stations.

Metan has strong relationships with BTV and is in active discussions to co-jointly produce non-scripted programming for 2012 / 2013.

CCTV. CCTV is the most widely reached television broadcaster in China. State-owned, CCTV is symbolic of television and media for the last 50 years and reaches over 1 billion people in China. Currently, Metan is producing the original sitcom, Return to Da Fu Tsun, for broadcast on CCTV-8 (Drama Channel) in Q3 2012.

Tencent. Tencent is one of China's largest and most used Internet service portal through diverse services including social networks, web portals, e-commerce, and multiplayer online games. The “one-stop online lifestyle experience” that Tencent offers to users has accumulated over 600 million registered members. Metan works closely with Tencent including full-branded channels for Fusion TV, The Jeremy Lin Project, and as a production partner on Hello! Hollywood.

Sina. SINA (新浪) is an online media company for China and Chinese communities around the world. SINA operates four major business lines: Sina Weibo, SINA Mobile, SINA Online, and SINA.net. Sina Weibo has over 60% market share of China’s micro-blogging community that compliments its existing business lines. Metan works closely with Sina with Weibo-specific programming as standalone or as complimentary content for Metan’s television programs.

Youku. Youku is one of China’s most prominent online video portal. The company permits users to upload videos irrespective of length. Youku has partnered with over 1,500 license holders, including television stations, distributors, and film and TV production companies in China that regularly upload media content on the site.

Metan is in discussions with Youku to distribute Gossip Girl: China online.

Gold Typhoon. Formerly EMI Hong Kong, Gold Typhoon is China’s premier music talent company with a staple of artists from China, Hong Kong, and Taiwan. Gold Typhoon is wholly-owned by PMI Holdings. Metan has worked with Gold Typhoon as a sponsor for Hello! Hollywood as well as a strategic partner for Gossip Girl: China to leverage its artists and music for the series.

DMG: DMG is a premier entertainment studio and a leading marketing company that produces and distributes films in China; as well as services brand clients in television, online, movies and games. Metan is working closely with DMG to integrate several key brands into Return to Da Fu Tsun and Gossip Girl: China through development of games, mobile applications, and online campaigns.

Web2Asia. Web2Asia is a full-service e-commerce technology company in China. With clients such as Esprit and Swarovski, Web2Asia manages the e-commerce backend for many multi-national brands in China. Metan is partners with Web2Asia in The Sparkle Project, a celebrity-endorsed social e-commerce platform.

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INTERNATIONAL PARTNERSHIPS Warner Brothers: Warner Brothers has had a long-standing reputation for developing some of the world’s most iconic and memorable television and film projects. Such hits like Friends, The Big Bang Theory, Gossip Girl and Harry Potter have been hugely successful in China. Metan has strong relationships at very high-levels at Warner Brothers and has secured the exclusive format rights for the China remake of Gossip Girl.

Associated Press. Founded in 1846, the Associated Press (AP) today is one of the largest and most trusted sources of independent newsgathering. The AP considers itself to be the backbone of the world’s information system, serving thousands of daily newspaper, radio, television, and online customers with coverage in text, photos, graphics, audio and video. The AP and Metan have a strategic partnership in China to provide short- and long-form entertainment programming for Mandarin-speaking audiences.

Starworks Group. Starworks Group is a NY-based fashion agency. Starworks plays a major role in Hollywood by linking celebrities and content – including the US version of Gossip Girl – with luxury brands such as Bvlgari, Christian Dior, and Louis Vuitton. Metan is partners with Starworks Group to develop a proprietary e-commerce platform for the Chinese version of Gossip Girl whereby online viewers can purchase as-seen-on television merchandise.

Carat Advertising Agency. Carat Advertising Agency (“Carat”) is full-service media advertising agency based in China. Under the Aegis header, Carat manages some of the largest accounts in China including Nokia, BMW, Coach, and Tiffany & Company. Carat has been a critical partner in filling in sponsorship and integration opportunities for several of Metan’s key programs including Hello! Hollywood and Gossip Girl: China.

Fusion TV: Fusion TV has over 15 years of television production experience at the national and international level.

Having produced well over 2,000 television programs, Fusion TV is widely regarded as one of top production companies in the action sports and adventure travel categories. Metan is the exclusive distributor of Fusion TV’s library in the greater China market. With distribution on Tencent and China Unicom, Fusion TV is paving the action sports genre.

Norm Marshall & Associates. Norm Marshall & Associates is the preeminent entertainment marketing agency specializing in linking brands to iconic Hollywood content and celebrities. NMA’s complete range of marketing capability is mounted on more than 30 years of serving as a strategic center of expertise in the arena of entertainment industry representation. Metan is working with NMA on brand and product placement into several of Metan’s programming including Hello! Hollywood, Fusion TV, Return to Da Fu Tsun, and Gossip Girl: China.

Revolutionary Sports Fund. Revolutionary Sports Fund is a sports-centric investment banking services firm.

Revolutionary Sports’ previous transactions include acquisitions of major professional sports teams in the NBA, NFL, MLB, and NHL. Metan has a strategic partnership with Revolutionary Sports to deliver and distribute sportsrelated programming in the China market across China’s multiple distribution platforms.

In addition to the partial list above, Metan’s team brings decades of business and professional experience in the media, financial, and business world to enhance the company’s business model in China. Metan’s management team has a collective experience of over 100 years in the media industry at the executive management level at the major studios, talent agencies, and MSO’s in the US. Metan’s expertise in international business poises the company as an ideal media conduit between the US and China.

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QUALITY PROGRAMMING FOR THE CHINESE AUDIENCE. Whereas other media companies have spent countless years and tens of millions of dollars hoping to establish a media presence in China, Metan has developed the necessary infrastructure for original production and distribution of television programs in less than 12 months. Hello! Hollywood has been on-air for over two years and is watched regularly by millions each week on television and online. In 2012, Metan has slated an additional five television programs for production and broadcast.

At its simplest form - Metan produces content that the Chinese audiences want. The company does not try to “sell” the content to the audience like other western media companies have been trying to do for years; instead, Metan understands what the market wants and produces programming developed tailored for the Chinese audience in-mind.

Metan’s creative team has developed thousand of hours of must-see programming for major studio distribution in the US; and developing multi-million-dollar media franchises around the world. Together, Metan brings an unprecedented creative team to China to develop new, innovative and exciting programming that is specifically tailored for the Chinese audience in-mind. From individual producers / writers such as Barry Josephson (creator of Bones, Men in Black, etc.) to strategic partnerships with Associated Press make available to Metan the assets to produce content in China to fit any array of distribution platforms, brands and audience.

Leveraging China’s cost efficiencies also allows Metan to create more original programming with less investment risks and great opportunities to exploit to international markets on success. Whereas in Hollywood, a typical pilot has low probability of success and can cost upwards of $5 million USD, the major studios still holds leverage on distribution and intellectual property of the content. In China, where Metan can benefit from the cost efficiencies (with television pilots costing as low as $25,000 USD), Metan can test / modify programs on-air for the best audience success. In turn, the company can sell the formats to international marketplaces (including the major Hollywood studios), and retain the intellectual property while developing ongoing revenues from other territories beyond even the life of the program in China.

Today, Metan carefully chooses programming that lends itself to three major criteria of content popularity, derivative revenue models, and multi-platform programming.

CONTENT POPULARITY First priority of criteria is popularity of the content in the China market. Popularity goes beyond the quality of the content itself, but with other factors including distribution reach, marketability with advertisers, and cultural sensitivities / media regulations.

The Chinese Internet is a strong indicator of the popularity of the kinds of programming in China today. The rampant abuse of online piracy is an organic methodology to gauge popularity of content Metan chooses for the China market. For example, the US version of Gossip Girl continues to be the most popular western program in China for over four years.

In addition to purely the absolute popularity of the program, Metan determines the popularity of the content with brands and distribution platforms alike. Advertisers play a significant role in influencing exhibitors the formats of programs that are ultimately broadcasted and promoted. Many of the more popular programming in China are sponsored by major brands that not only provide capital to finance production, but are an important component to the overall marketing and appeal for the program. China’s Got Talent, the Chinese version of the Got Talent format (Syco TV), is entirely sponsored by P&G for distribution on Dragon TV (Shanghai Media Group) during primetime. P&G also allocated significant resources to properly market and promote the show via television, online, and offline. Today, China’s Got Talent still remains one of the most highly watched non-scripted program in China.

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Even more important than advertiser appeal is that programming meets media and governmental regulations to broadcast on television or digitally. Media regulations relating to advertising, formats, and/or themes change frequently limiting creative freedom despite what public audience and advertisers demand. For example, in late 2011, a new ordinance from SARFT issued a limit of non-scripted entertainment programming amongst the provincial media groups. In response, nearly 80% of the non-scripted programming – mainly that of reality programming – was eliminated off of television broadcast. Despite the demand by both audience group and advertisers for non-scripted programming, media regulations will ultimately prevent production for these kinds of television formats.

DERIVATIVE REVENUE STREAMS / INTERNATIONAL MARKETABILITY Metan also chooses content based on other derivative revenue opportunities beyond traditional advertising and license fees and international marketability. Especially in China, where television programs have long been categorized in niche silos, content has traditionally been monetized through traditional means of advertising and license fees or beyond China’s borders. In the US, programming has much more dynamic levels of other means to generate revenue streams even beyond the life of the series themselves. Ancillary and derivative business models such as multi-platform programming, merchandising, product / brand integration, and e-commerce are essential components to the overall success of growing television series into multi-million dollar business entities.

Successful television assets such as Got Talent (Synco TV) or Idol (Freemantle) are good examples of how content is capitalized globally across all levels of derivative revenue streams. Each of these programs has other means to derive revenues such as merchandising, brand / product integration, live touring, music downloads, and international formats. From an international perspective, both programs were originated in Europe, but are monetized globally in different formats and markets – i.e. American Idol, China’s Got Talent, etc. The series are exploited in online / mobile games that engages global audiences even further to be part of the competition and show. Live tours after the season further market / promote the series as contestants become international stars in the music industry. The programs are 360 degrees multi-platform media assets that capitalize the series’ branding across television, online, mobile, offline, and retail around the world.

Metan chooses programming that lends itself to these opportunities beyond the quality of production. The company has extensive experience in creating and developing international media assets that leverage ancillary business models to enhance the commercial opportunities of the shows that have not been introduced to the China market before.

With programs such as Gossip Girl: China, the US version of the series already influences millions of Chinese women in trends, fashion, and pop culture. While the production of the television series will be sure to capitalize on the brand’s existing popularity in China, Metan will also develop all the secondary business models that can be monetized through the series. Merchandising, e-commerce, and social media are only a few elements to Metan’s overall plan to maximize revenues and marketability of the series.

MULTI-PLATFORM PROGRAMMING Metan recognizes that its core viewers are early adopters of new technologies. The company’s entire programming strategy is built around engaging the viewers and enhancing that viewing experience through new technologies and how Chinese audiences consume media today. Applications and online platforms such as Tencent, Weibo, and Kaixian are where content is migrating and where audiences are interacting with the programs themselves.

Currently, there is little crossover from television to the digital space; and most programs are static within each respective platform of television, online, and mobile.

In Hello! Hollywood, Metan has already launched several successful brand campaigns utilizing the crossover marketability between online and television. In 2011, Metan partnered with Tencent for exclusive coverage of the

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2011 Oscars. As the only Chinese media company credentialed for live coverage and access at the award show, Metan was at the backstage of the Oscars with a live feed to Metan’s studio in Los Angeles, US. The entire broadcast of the backstage was streamed live exclusively on Tencent. Metan utilized Tencent’s social media applications including a live chats and Weibo for fans to interact with Metan’s backstage correspondent and other viewing audience members. In total, the campaign had nearly 3.5 million viewing the entire broadcast; and a total of 10 million for the entire month. The entire Oscar campaign was sponsored by Coach and was one of the most successful live streams in China to date.

Metan’s programming will continue to be at the forefront of utilizing multi-platforms as not just a way to expand its reach and audience, but to encourage viewers to engage and interact with the programs themselves. For brands, the ability to speak directly with their audience through a single multi-platform solution is an invaluable tool for them to gauge the returns on marketing campaigns. For television stations or online portals, the ability to create a viral community around the program extends the life and value of the brand asset.

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CONTENT-DRIVEN ANCILLARY BUSINESS MODELS Content is rarely monetized beyond the normal course of traditional license fees across most of the distribution platforms. Typically, business models are isolated in their own respective platforms – i.e. television monetizes from television, online monetizes from online. Metan’s core strategy is to introduce and integrate ancillary business models to capitalize and maximize the revenue opportunities for its content across all platforms.

Metan’s real opportunity in China is introducing derivative business models that utilize the programs as a marketing platform. The life of a program has inherent duration whether in China or in Hollywood. Ratings, government regulations, and advertising dictate the success and longevity of any kinds of programs – whether television, online, mobile, or film. Programming is subjective and there is a natural progression that all programs experience through its due course.

Metan’s core strategy is to leverage the branding and reach of its programs as a marketing platform and stem ancillary revenue streams. Treating each program as a business – not just content – allows Metan to introduce these secondary business models surrounding the program and developing alternative methods to derive revenues.

BRAND / PRODUCT INTEGRATION In 2007, Hunan TV’s Ugly Wudi set precedence to a new commercial concept in China by integrating brands in the form of brand and product integration into the body of the television series. Unilever’s Dove Soap was the brand sponsor and was an integral “role” in the storyline. Unilever allocated significant marketing budgets to be involved at that level on television. While audiences had mixed reviews of the series execution, the concept of brand and product integration introduced to the Chinese media partner a secondary marketing opportunity to generate revenues beyond traditional advertising spots.

Brand and product integration is an important component to Metan’s overall business model. Advertisers pay significant premiums for this level of marketing and promotion. To date, much of Metan’s production budgets for its programs are dramatically recouped through collection of brand and product integration. For programs such as Gossip Girl: China, there are a number of secured major sponsors for the series and is projected to reduce production financing requirements by more than 50%. These agreements guarantee millions of dollars towards revenue for the company and have only existed in the marketplace for the last five years in China.

For major sponsors for Metan’s program, they also serve as marketing partners to further promote the series.

Licensed merchandise or promotional campaigns are valuable marketing tools that Metan does not incur but monetizes from. Consumer goods brands play a role by point-of-purchase marketing outlets for the series awareness and association.

Metan has an entire sales / marketing team in Beijing, Shanghai, and the Los Angeles to capture these opportunities with both multi-national and domestic brands for China.

ONLINE REVENUE STREAMS (SOCIAL MEDIA) Online license fees are standard in China for hit television programs. With more emphasis now by the online video portals for quality content, these fees have increased dramatically over the last two years and are a staple in monetizing content in China and in Hollywood.

This model pays fundamentally on audience and how online expands to a new subset of viewers. However, the upside opportunity is to create communities and implement a social media component around the content. This can include behind-the-scenes footage, Weibo updates, exclusive footage, video blogs, diaries, and webisodic spinoffs / interstitials that surrounds and enriches the content and viewing experience for the viewer. Allowing

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viewers to interact with one another and to the show develops a deeper engagement for brands and advertisers than passive views of advertisements and / or brand and product integration.

Weibo is an entirely separate platform that can be monetized by brands and sponsors. Characters “live” beyond the broadcast of the series on television through Weibo updates and posts. Fans can interact with the “characters” themselves and live each television’s fictional world. With such a massive platform to reach consumers and engage in a dialogue, Weibo can be extremely useful to brands and advertisers, regardless of industry, as they provide a benchmark to measure buzz – both positive and negative – and gauge how consumers feel about their products.

The typical SNS netizen has a large number of fans and friends, and if one person receives information from a friend, that information is more likely viewed as credible. Companies can use Weibo to their advantage by establishing brand presence in a manner that connects fans to the brand.

Weibo has become an important platform to manage customer relationships as they enable brands to quickly send out updates about new products and services directly to people they know are interested in the brand and enbable fans to provide feedback. For brands and advertisers, Weibo is a unique platform to extend its media campaign beyond the television broadcast as well as reach a targeted engaged audience group.

LICENSED MERCHANDISE The opportunity to extend the series brand to licensed merchandise is an opportunity for Metan to exploit in China. Major studios like Disney and Warner Brothers have perfected the idea of licensed merchandising for its media assets from games, toys, and apparel for Disney’s Cars movie or Warner Brothers’ Harry Potter franchise.

Merchandise represents a huge opportunity to leverage a program’s brand awareness and popularity in the market.

In television, shows such as MasterChef (Shine Entertainment), a reality cooking competition, make more money on its merchandising business than it does in total of what they get through traditional television. The series extends to online applications, cookbooks, aprons, kitchen utensils, etc. that are promoted and marketed through the television series itself.

Metan will utilize the same business model and capitalize on the licensing and merchandise opportunities for its programs in China. The US version of Gossip Girl is one of the most influential media brand for women’s fashion and apparel. Millions of young women each week watch the US version f the show; and are intrinsically influenced by the chic fashion trends the show exudes. Recognizing the Gossip Girl “brand”, Metan is already in progress of developing licensed merchandise that are featured exclusively on the Chinese series and sold exclusively through Metan and its partners. Metan and H&R are finalizing partners for apparel, fragrance, and accessory product to be labeled and distributed with the Gossip Girl: China banner.

Aside from Gossip Girl: China, Metan is developing other merchandising opportunities for all its other scheduled programs. These discussions include strategic partnerships for fulfillment and manufacturing of products aligned with the programs themselves. For Return to Da Fu Tsun, Metan is developing a complimentary children’s spinoff off of one of the program’s main character, Manny (Mini donkey / narrator), teaching English-speaking children how to speak basic Mandarin Chinese. The new program will have merchandising elements including toys, games, books, and applications.

E-COMMERCE For Metan, e-commerce is one of the most compelling derivative business model to its current lines of businesses.

In China, e-commerce is still relatively new with limited transactions as the Chinese audience becomes more comfortable with purchasing online. Despite the learning curve of the market, e-commerce is also one of the most sought out markets for venture capital and private equity investments over the last 18 months. As more Chinese buyers transition to purchasing online, the market is poised to exponentially grow for more demand of products and consumer goods.

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Despite the opportunities, the greatest obstacle for the vast majority of e-commerce companies is marketing cost for customers and company brand awareness. Most e-commerce companies spend tens of millions of dollars per year on media to drive traffic and merchandise buys. These are always spent on someone else’s media, and beyond the cost itself, the content that is used does not always match the message the e-commerce platforms wants to get across. Metan has taken a different approach to e-commerce – rather than having to match the ecommerce platform with a media plan, Metan either creates the formats or licenses the format to complement and directly support the e-commerce platform. In China, Metan not only will not have to buy the media, but will own and control it.

Metan will take its existing business of developing content to drive e-commerce activities through its strategic partnerships and/or proprietary platforms. The US version of Gossip Girl continues to be one of the most influential media in fashion and trends for Chinese women under the age of 35. In the Chinese version that Metan is producing, the company is layering a proprietary e-commerce platform where viewers can purchase licensed and featured products as-seen on the show through a clickable video application. For brands that participate with the affiliate program, marketing ROI can be tied directly to sales. The Sparkle Project will further integrate Gossip Girl: China’s brand awareness and utilize actresses and affiliation with the series to propel a subscription-based celebrity e-commerce social media. These platforms are not mutually exclusive; and build-upon the series’ ability to influence the Chinese market.

Beyond the life span of the series, each e-commerce platform is developed to create on-going revenues for Metan and its partners.

INTERNATIONAL MARKETS Over the last few years, it has been a top governmental objective to export China’s media to international markets.

Especially with China’s rising position on an economic level, the government wants to express “soft power” through its culture and as a leader in media in the world.

Despite the efforts, it has been an arduous process for the Chinese government and for content providers in China.

The biggest obstacle for media players in China is conforming the media assets to international standards and preferences. The balance between producing programming that is tailored for both an international audience as well as for the Chinese market is a fine line that requires creative understandings on both sides of the world. Even for major co-productions between Hollywood and Chinese studios have had limited success on either markets due to the collaboration to develop content that is attractive to both.

For Metan, television is the first opportunity to export Chinese programming and formats to international markets.

With Metan’s creative team and expertise in understanding international markets, Metan can develop television programming that works all around the world. Europe and the US have been the primary sources for format programming including that of the major non-scripted reality programming as well as top dramas. These formats are typically retained by the major studios and/or production houses such as Endemol, Freemantle, and Shine Entertainment (now News Corporation). By developing programming in China and benefiting from the cost efficiencies, Metan can produce and modify content to where formats and/or original production can be attractive to both China and international markets.

For example, Hello! Hollywood is completely produced and distributed through Metan. As the only Chinese media company in Hollywood with production capabilities to cover the major Hollywood events, the series is extremely unique in the China market. As the show becomes more well-known to other markets beyond China, other media companies will replicate the same business model for its own respective audience. Metan has already been in discussions with several media companies to develop a localized version of Hello! Hollywood for other markets.

Metan is already utilizing its production crews to cover the different Hollywood events and news in Chinese; it is a marginal cost to bring additional hosts from different countries and utilize the same content and footage. Coupled

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with China’s cost efficiencies to edit and produce each separate episode, Hello! Hollywood can be a scalable media franchise to China and international markets.

Return to Da Fu Tsun is specifically created to have the international marketability beyond China. Written by Larry Namer, the story revolves around the contradictions of modern Chinese society when a country becomes rich in a very short span of time. Where a farmer ten years ago is now a millionaire living in an urban city setting is where much of the theme of a culture’s quick changes and adjustments within a generation. This theme is universal to not just China, but other markets experiencing the same economic growth over the last ten years – i.e. Brazil, India, Russia, etc.

Metan is in current discussions with Huace Film & TV Group to specifically create programming with formats suitable to license outside of China.

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ORGANIZATION Metan’s organization is divided amongst its Los Angeles (US), Beijing (China), and Shanghai (US) offices. The Shanghai office is dedicated primarily for sales and marketing while the Los Angeles and Beijing offices are responsible for overall strategy, operations, distribution, and production.

ADMINISTRATION AND FINANCE Organizationally, all day-to-day activities report to the Chief Executive Office. Both the CEO and the Chairman focus primarily on the development of strategic partnerships as well as promoting the company to the key constituencies, television stations, and advertisers. Administration oversees core business divisions such as accounting, business and legal affairs, corporate strategy, and finance.

BUSINESS DEVELOPMENT Business Development is split between both the Los Angeles and Beijing offices.

The Business Development team spearheads all new media initiatives including digital programming, e-commerce and social media. The team works closely with all the divisions within the company and is directly responsible for driving derivative business models and maximizing revenues for the company.

SALES AND MARKETING The advertising sales staff markets and sells advertising and sponsorship opportunities for all of Metan’s programming from both three offices in Los Angeles, Shanghai and Beijing. The company has strong relationships with China’s top advertising agencies as well as with top management at many Fortune 500 brands. The sales staff works closely with the production team to better communicate the relationship between creative campaigns and the content creation to help solidify long-term benefits for both parties.

The Marketing and Sales team is primarily situated between the Shanghai and Beijing. The Sales team is divided into two sub-groups: account managers who oversee the management and execution of the brand campaigns; and account sales executives who maintain relationships with brands and agencies. The Marketing team is also divided into two sub-groups of online and offline. The online team’s responsibilities include management of key online accounts, planning of online marketing campaigns, and execution of the strategy for both brand clients and the company. Offline manages the other areas of the company’s marketing platforms including television, radio, print, and PR.

DISTRIBUTION Metan’s Distribution team is located in the Beijing office. The team manages a number of key station accounts and maintains the relationships with these television stations including regular visits and discussions of quality control and progress. Key television station relationships are maintained and managed at the executive level. The distribution division covers both television and online platforms.

Television stations are organized in a two-level management structure. First, the provincial media group level oversee and manage all their respective television stations. The entire media group is comprised of city / regional / provincial and one satellite channel that has a national footprint. Each of these television stations function independently although they all fall under the media group’s control.

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Second, each station has its own advertising department that manages all advertising and sponsorships that ultimately drives revenue for each respective station. The advertising departments are separately managed and are an important component to the company’s sales strategy.

The sales process is a two-pronged approach. While Metan is developing relations with the leaders and management at the media group level, the company is also developing in-roads and establishing the proper cooperation with the advertising departments as well.

PROGRAMMING AND PRODUCTION Development of programming originates both in the Los Angeles and Beijing offices while production is heavily skewed in the Beijing office for cost-effective reasons and flexibility to meet arduous production schedules as Metan takes on more projects. Scalability in the Beijing office is not only quicker and cheaper but also easier to manage as most production needs are in China. For certain programs, Metan will outsource to third party production companies in China in order to meet special production schedules and requirements. The costly infrastructure of a United States based studio and post-production facility in Los Angeles is significantly mitigated by moving the majority of the company’s production capability to China. While key strategic programming decisions will be managed in the Los Angeles office, execution will primarily be handled in China. There is a minimal production team that resides in the Los Angeles office for Hollywood coverage and postproduction support. Metan has a world-class production system and industry data bandwidth line between offices to effectively manage the flow of programs, clips and commercials.

Figure 10 – Organizational Chart

See Appendix for full organizational chart.

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COMPETITIVE LANDSCAPE There are several media companies that are direct competitors to Metan. Each of the companies offers varying business models and serves a certain segment of China’s media market. A partial list includes: A Paravision: Headquartered in New York, A Paravision is an international media company in film / television for program production and distribution in China. The company currently has employees divided between Beijing, Shanghai and New York.

ORB Media: ORB Media is a Los Angeles and Beijing-based company that produces, distributes, and finances television programming for the China market. Founded in the summer 2008, the company’s current focus is on their strategic relationship as the exclusive representatives of the Shaolin Temple.

Thoughtful Media Group: Thoughtful Media Group launched in May of 2010. Their focus is to create and distribute character-driven online programming for brands to reach specific targeted audiences. Content is adjusted accordingly and is planned to vary in format.

Mindshare: Founded in 1997, Mindshare is a global media and marketing services company and is a member of the Wire and Plastic Products (WPP) communications services group. In April 17, 2008 Mindshare restructured resulting in the creation of Mindshare Invention, a group responsible for developing and producing content globally. Recently Mindshare Invention produced two shows for the Chinese market including Ugly Wudi (remake of Ugly Betty US) and Camera Café.

Enlight Media: Founded in 1999, Enlight Media is the largest non-government owned television production company in China. Their syndication network of regional and city television stations includes 150 stations and they have produced 20 television dramas since 2006. They also have built business divisions in film production, talent management, live events and online video streaming.

IPCN: In 2007, IPCN launched in London. IPCN is an entertainment rights company that hopes to leverage European production values to bring original content to China. IPCN has built relationships with SMG, CCTV, and other format rights holders such as Endemol, Talpa Content, Granada International, Wild Grass Productions and ITN Source, one of the world’s largest providers of commercial video footage.

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COMPETITION SCHEDULE

IA

L IA N D

E D U E O E R M IA F SI M

VI ED GHT SHA HT A

R AN M U D IG PA RB HO IN NL PCN ET

A O T M E I M DIVERSIFIED DISTR. PLATFORM

Only Metan has a diversified distribution platform with television, online, mobile, social media, etc.

Competitors focus and produce for one / two media platforms.

TELEVISION PROGRAMMING

Metan produces television for CCTV, Provincial Satellite TV, and through a proprietary first-run syndication network.

DIGITAL PROGRAMMING

Metan has strategic partnerships across many of the major online portals in China.

SOCIAL MEDIA PROGRAMMING

Metan is one of the first media companies to have established a social media division to monetize content through Weibo.

BRANDED ENT. EXPERIENCE

With an international creative team, Metan understands branded entertainment in China that balances the needs of the brands and the audience appeal.

QUALITY PROD. / CREATIVE TEAM

Only Metan has a world-class production and creative team from the very best in Hollywood.

E‐COMMERCE CAPABILITIES

E-Commerce leverages Metan’s programming as a marketing platform to drive traffic and sales from viewers to buyers.

INTERNATIONAL MEDIA EXPERIENCE

Metan has a veteran management team that has built and led billion dollar media assets all over the world

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COMPETITIVE ADVANTAGE Metan’s core business of becoming a media conduit between China and the rest of the world is rooted in the company’s strengths and competitive advantage over its competitors. The fundamental assets are built on the following:

STRATEGIC PARTNERSHIPS A lasting business in China can only be developed with a solid foundation of strong relationships. Metan has spent the last 36 months methodically developing and aligning itself with the best-suited partners – both in the United States and in China. In China where a more humble and ‘quiet’ appearance is best suited for Western media companies, Metan has managed to keep a low profile.

This has been instrumental in conducting business in China by gaining favor and becoming embraced by television stations / channels, local companies and government bodies alike. To date, Metan has been more successful in gaining access in China than many major studios in the past with less time and with less money – largely due to the manner in which the company conducts business and creates these key strategic relationships.

PROGRAMMING / PRODUCTION EXPERIENCE At the core of Metan’s production / programming division are Hollywood’s industry veterans that bring decades of experience to the China market from the worlds of television, film, and digital media. Many of Metan’s strategic relationships within CCTV, Beijing Media Group, or Hunan TV revolve around the company’s expertise in both programming and production.

BRANDED ENTERTAINMENT EXPERIENCE Metan understands the meaning of brand value. With global brands looking to introduce or grow their products into the China marketplace, the manner in which the brand is communicated through media becomes much more important. In China where branding and promotion is still at its infancy, Metan becomes a much more valuable collaborator for brands to work with.

Metan has worked closely with many multi-national brands including Colgate, Philips, and Ford in order to help craft the right communication vehicle for their promotion and marketing needs.

INTERNATIONAL BUSINESS EXPERIENCE Metan’s management team has diverse experience in international media in China, US, and in Europe. Collectively, the team not only understands the necessary means to establish a media presence in China, but the know-how of positioning Metan to become that bridge for China and the rest of the world. Metan’s experience to import new business models into China will ultimately brand Metan as a global multi-media company; as well as position Metan as a key player to capitalize China’s media assets in other international markets.

PROTECTABLE DISTRIBUTION NETWORK Metan has vested significant resources in building a first-run syndication network. Not only can the company deliver to brands an entirely new flexible distribution model to reach all of China, but Metan has aligned itself with the television stations that will carry China’s media growth over the next 10-15 years. Metan already has strategic relationships with 50+ television stations and continue to grow distribution. The company has the resources to

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foster the personal relationships with the television stations and to ensure growth and a foothold in China’s firstrun syndication market.

AGNOSTIC POSITION IN THE MARKETPLACE Metan is a neutral third party established to serve the China market. The company is not bound by internal rules and/or restrictions from content initially created outside of China. In other words, Metan can be flexible in the manner in which it conducts business with its Chinese partners because Metan only serves the China market. In regards to its brand partners, Metan serves what is best for the brands and the company’s programming jointly.

Rather than working within a portfolio of select advertisers, Metan works together with all the major brands and agencies in China that best match programming as well as maximize revenues.

EXECUTIVE MANAGEMENT Metan’s early success in China is primarily due to the executive management team. The team has created, led, and managed billion dollar media enterprises in the United States, Russia, and Europe; and has applied those relationships and experience to the China market. In China, Metan has an equally strong and respected management team to lead a balanced media approach that is unprecedented in the marketplace. Through the company’s collective management team, Metan has gained the trust, respect, and the access in China to successfully run operations in this short time. None of Metan’s competitors can compare to the level and degree of the executive management’s experience.

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FOUNDERS AND MANAGEMENT TEAM LARRY NAMER (PRESIDENT / CO-FOUNDER).

Larry Namer is one of the founding partners of Metan Development Group and is a well-known serial media and entertainment industry entrepreneur. He is best known as the co-founder of E! Entertainment Television, a company he and partner, Alan Mruvka, conceived and executed and went on to become the largest entertainment news organization in the world and largely thought of as the television window to pop culture.

He attended Abraham Lincoln high school (New York) in Brooklyn, graduating in 1966. He then attended Brooklyn College graduating in 1971 with a degree in Economics. He started his working life immediately after graduating college by getting a job as an assistant cable splicer for what was then called Sterling Manhattan Cable. That company was acquired by Time Incorporated and was the flagship for what would eventually become Time Warner Cable. As part of the Time Inc Video Group, Manhattan Cable became the model of large urban cable and the proving ground that cable could do much more than just provide good television reception to rural America. The group was responsible for not only making Time Inc Cable the largest cable company in the US at that time, but also for starting the pay television business with the launch of Home Box Office but also kicked off the wave of cable networks that developed after HBO started using satellites for national distribution to other cable systems.

After several years as a technician where he constantly progressed to higher levels he became the Vice Chairman of the Cable television division of the Electrical Workers Union. By age 25 he became the Director of Operations at Manhattan Cable in charge of all operations departments (construction, installation, engineering, service etc) and a year later was given sales and marketing. In 1979 he became Director of Corporate Development and was charged with building businesses derived from non-entertainment uses of the cable television systems. He is widely credited for pioneering the use of cable television for data communications and telephony. His push into commercial services made this division the most profitable in the cable system within a very short period of time.

In 1981 the urban cable scene exploded in the US and big cities began issuing cable television franchises. Many big cities insisted that the new cable systems be built underground and he found himself a very rare asset in that Manhattan Cable was the only major city system that had been built underground as opposed to on telephone poles. He was recruited by Cable America to become VP and General Manager of Valley Cable television in Los Angeles and build what was the first two-way interactive cable system in the US. At that time he was 31 years old.

It was at Valley Cable that he broadened his skills and became very interested in the programming area and was quite active in creating an award winning program department that received national recognition. In fact Valley Cable was the first cable system to receive Emmy nominations and in 1982 was named the national model for local cable programming by Forbes magazine. Valley Cable was the first cable system to offer pay per view and interactive local programs where politicians could address their constituencies, establish a two-way dialog, and get immediate feedback. Cable America sold the system in 1984 and he chose to stay in Los Angeles and pursue his entrepreneurial dreams.

In 1984 he and friend Alan Mruvka created a plan for a television network that would become to the world of entertainment what MTV had become for the music business. They had reasoned that if cable television was an electronic newspaper as it was widely refereed, what was conspicuously absent was the entertainment pages. CNN was the news section, ESPN the sports, HSN the shopping, but the entertainment pages didn’t exist. They wrote a business plan for what was initially called Movietime and spent three and a half years seeking funding. Eventually they found a willing backer on Wall Street and launched the channel. Once it went on the air most of the biggest media companies at that time wanted to be part and 8 of them joined as partners to finance the fantastic growth.

The company changed its name to E! Entertainment television and broaden its scope to be not just about the film industry but the world of entertainment. The original hosts on the channel Included Greg Kinnear (now an Academy Award nominated actor), Julie Moran (who went on to become the first women to host Wide World of Sports and then Entertainment Tonight), Katie Wagner (went onto host Lifestyles of the Rich and Famous). It quickly grew to be an international program service and the biggest entertainment news organization in the world.

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He and Mruvka eventually sold their stake in the company and today it is owned by Comcast and valued at over 3.5 billion dollars and is available in over 80 countries.

In 1989, he was awarded the prestigious President's Award from the National Cable Television Association.

While remaining on the Board of E!, he started a media company in Russia. The company promoted or produced several hundred rock concerts (including David Bowie, Sheryl Crow, Three Tenors, etc.) but was most recognized for bringing the soap opera Santa Barbara to Russia. Santa Barbara became not just the number one show in the country for ten years but was a huge sociological vehicle that had huge impact on Russian citizens.

Additionally, he has played a significant part in launching several other television networks around the world and pioneering interactive television, serving as a primary consultant to Microsoft. In recent years, he has become recognized as one of the leading experts on new technology and how it fundamentally is changing the business of world media and entertainment.

MARTIN (MARTY) POMPADUR (CHAIRMAN / CO-FOUNDER).

Marty Pompadur graduated from Williams College in 1955 with a BA Degree and from the University of Michigan Law School in 1958 with a LLB Degree. He began his career as a practicing attorney in Stamford, Connecticut in 1958 but quickly entered the media field when in 1960 he joined American Broadcasting Companies, Inc. (ABC). He remained at ABC for 17 years, culminating with his becoming the youngest person ever appointed a member of the ABC Board of Directors. While at ABC, Mr. Pompadur held the positions of General Manager of the Television Network; Vice President of the Broadcast Division which included the radio and television networks, the radio and television stations, and news and sports; and the President of the Leisure Activities Group, which included Magazine Publishing, Records, Music Publishing, Motion Picture Theaters, Record and Tape distribution, and Motion Picture Production.

Mr. Pompadur left ABC in 1977 and became President of Ziff Corporation, a position he held until 1982. Ziff Corporation then was the holding company for both Ziff-Davis Publishing Company, one of the world’s largest publishers of special interest and business publications, and Ziff-Davis Broadcasting Company, which operated six network affiliated television stations.

From 1982, until April 2007, Mr. Pompadur was chairman and Chief Executive Officer of RP Companies' various private and public limited partnerships, which operated 12 television stations, 25 radio stations, numerous cable television systems, a business magazine publishing company, an investment in a cellular telephone company, a company producing programming for television and radio, and a European Distribution Company.

In 1985 Mr. Pompadur, as the advisor to News Corporation, helped acquire for News Corporation the Metromedia television station group and wrote the business plan for the start-up of the Fox Television Network.

Effective June 1, 1998, Mr. Pompadur became the Executive Vice President of News Corporation, President of News Corporation Eastern and Central Europe, and a member of News Corporation’s Executive Management Committee. On January 11, 2000, Mr. Pompadur was appointed Chairman of News Corporation. Europe. In his decade with News Corporation, he was instrumental in negotiating the merger of Stream and Telepiu to create Sky Italia in Italy, now one of the world’s most successful Pay-TV businesses, and in creating and managing three successful businesses in emerging Europe: a television station group in several countries; a radio station group in Russia and Bulgaria; and News Outdoor, the leading outdoor advertising company in Russia and other emerging countries.

In November 2008, Mr. Pompadur stepped down as a full-time employee of News Corporation to pursue other business interests.

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He is a principal owner of Caribbean International News Corporation, which publishes El Vocero, a Spanish language daily newspaper in Puerto Rico; the principal owner of Montana Coffee, a company in the wholesale coffee business in Russia; an investor in Talent Partners, a U.S. payroll company; an investor in Seatwave, a London based ticket reseller; a board member of Nexstar, a public listed US television station company, and a board member of IMAX. Previously he was a board member of BSkyB, Sky Italia, Fox Kids Europe, Metromedia International and E-Long.

OGANES SOBOLEV (EXECUTIVE VICE PRESIDENT OF GLOBAL SALES / CO-FOUNDER).

Oganes Sobolev began his television and marketing career back in 1989 during the end of Perestroika when he served as the Moscow representative of Comspan Communications, Inc. (Comspan). One of the most successful projects during his years with Comspan was the launch of "Santa Barbara," the leading prime-time series in Russia for 10 years.

While at Comspan, Mr. Sobolev also worked in television content acquisitions for Russia's national television stations, where he established strong relations with top US broadcast and cable networks (CBS, ABC, NBC, ESPN), major US production companies (Warner Bros, Paramount, Universal, Walt Disney) and European television stations (BBC, ITN, Canal+).

In 1992, Mr. Sobolev co-founded media sales company Video International, which currently turns around more than 65% of Russian television advertising budgets (est. USD 5 bln.), and has a strong foothold in Internet, radio and publishing sales. The company maintains 42 offices in major cities throughout Russia and five offices in the CIS countries (Ukraine, Kazakhstan, etc.) with more than 3,500 employees.

During his 20 years of experience, Mr Sobolev also established and managed a number of joint ventures in Russia with top international advertising agencies, including Saatchi & Saatchi, Mediaedge: CIA, Mindshare, Mediacom, JWT, and Dentsu. In addition to his position at METAN, Mr. Sobolev is a partner and member of the Board of Directors at Video International (a Top 100 Russian Enterprise), an investor and Director at Russian Media Ventures (a specialized media fund), Director at the Moscow Consulting Group (a London-based consulting company) and a member of the Board of Directors at WPP Russia.

JEAN ZHANG (EXECUTIVE VICE PRESIDENT OF CHINA OPERATIONS / CO-FOUNDER).

Jean Zhang founded AmeriLink Group, Inc., a business-consulting firm based in the San Francisco Bay Area specializing in promoting business and cultural cooperation between government officials and senior corporate executives in China and their American counterparts in the United States.

Ms. Zhang has been instrumental in developing the company's strategy, working with both Chinese and American organizations to plan and offer short-term trainings for Chinese officials and executives based in the United States.

AmeriLink has established a solid customer base in major cities throughout China and has developed strong relationships with high and mid-level Chinese government officials.

Prior to AmeriLink, Ms. Zhang was a full-time Associate Professor at the University of Science & Technology’s School of Management in Beijing. She is the author and co-author of several published books and articles. Jean was one of the youngest female Associate Professors on the faculty. In addition, Ms. Zhang worked with the Marketing and Public Relations Department at AT&T China, Ltd., and was an Anchor and Writer for Beijing Economic Radio, where she hosted two programs: "Good Morning, Beijing" and "Joyful Tonight."

Ms. Zhang received her MBA from California State University, East Bay. She also holds undergraduate and a graduate degree from universities in China.

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NEIL STRUM (EXECUTIVE VICE PRESIDENT OF OPERATIONS).

Industry veteran Neil Strum recently joined Metan Development Group as Executive Vice President, charged with overseeing operations for the company.

Prior to this, Strum served as a Senior Vice President at William Morris Agency, developing new revenue and business models for the agency, working with such clients as Barry Sonnenfeld, John Chu and Hasbro. Before leaving William Morris, he was part of the core team representing Hasbro in the joint venture with Discovery Networks to launch The HUB. Previously, Strum served as Executive Vice President for Universal Television, running business and legal affairs while developing new templates for multi-platform exploitation of television series. He was a co-founder of The Tube Music Network and a partner in Pyramid Records that featured top artists Joe Walsh, Earth Wind and Fire, Robert Palmer and The Doobie Brothers. He also ran business affairs for The Family Channel and MTM while serving on the Board of Directors of the Allowance of Motion Picture and Television Producers (AMPTP), as well as worked at Touchstone Television, Sony Television and ABC Network. Strum started his career as a prosecutor in San Diego, California. He also presently sits on the board of the National Veterans Foundation and is a member of the State Bar of California.

Most recently, Strum developed projects with Jonathan Prince, creator of American Dreams and The Cleaner, and ACE Comics founder Jordan Gorfinkel. Last year, Strum also partnered with Metan President/CEO Larry Namer and Gorfinkel to launch Metan Comics in China.

GORDON CHU (VICE PRESIDENT OF BUSINESS DEVELOPMENT).

Gordon Chu was formerly Director of Business Development at Live Nation where he focused on support and launch of the new ticketing system for Q1 2009.

At Live Nation, Gordon supported in research, analysis, and deal negotiations for the new ticketing system's strategic initiatives. In addition, he worked closely with upper management to drive and support business development efforts for the new ticketing unit.

Before Live Nation, Gordon was a Director of Business Development for Growthink Consulting, a boutique management consulting and investment banking services firm. There, Gordon oversaw nearly 30 client engagements (focus on digital media, consumer Internet, and online marketing) from developing market research reports to direct assistance in raising capital.

Previously, Gordon was a management consultant for Pricewaterhouse Coopers LLP in San Francisco, CA.

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FINANCIALS The pro-forma income statements, balance sheets, and statement of cash flows are contained in Appendix A. Metan’s shareholders have funded the company from its inception to demonstrate that the business model is viable. In less time than originally projected, the company has reached and then exceeded its goals and now seeks equity financing to broaden, accelerate and grow Metan’s businesses. The company is currently seeking $100M (USD) in growth capital to accelerate other media opportunities over the next 60 months.

Use of proceeds is listed here (all in USD): Television Programming Digital Programming: E-Commerce: VOD Network: Metan Film Fund:

$6,000,000 $2,500,000 $6,500,000 $5,000,000 $80,000,000

TOTAL:

$100,000,000

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APPENDIX A – PROJECTED FINANCIALS INCOME STATEMENT 2012 – 2016 - Company Income Statement - Individual Lines of Business: Television, Digital Programming, E-Commerce, VOD Network, Metan Film Fund.

BALANCE SHEET 2012 – 2016 - Company Balance Sheet - Individual Lines of Business: Television, Digital Programming, E-Commerce, VOD Network, Metan Film Fund.

CASH FLOW STATEMENT 2012 – 2016 - Company Balance Sheet - Individual Lines of Business: Television, Digital Programming, E-Commerce, VOD Network, Metan Film Fund.

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METAN DEVELOPMENT GROUP: INCOME STATEMENT (2012 – 2016)

REVENUE TELEVISION PROGRAMMING DIGITAL PROGRAMMING E‐COMMERCE VOD MODEL METAN FILMS COST OF GOODS SOLD TELEVISION PROGRAMMING DIGITAL PROGRAMMING E‐COMMERCE VOD MODEL METAN FILMS GROSS PROFIT GROSS PROFIT MARGIN

UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

[ $ ]

9,829,737

74,572,365

157,959,198

302,611,814

480,414,502

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

3,700,127 1,746,500 4,383,110 ‐ ‐

20,868,468 10,042,230 20,330,274 1,355,810 21,975,583

35,646,058 19,965,900 38,405,003 5,335,376 58,606,861

62,370,612 33,290,475 82,560,703 16,568,570 107,821,455

84,314,672 58,593,600 150,881,879 41,650,758 144,973,593

[ $ ]

4,896,260

25,944,752

46,756,740

94,612,119

166,439,029

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

1,148,484 1,114,485 2,633,291 ‐ ‐

6,820,177 6,691,881 11,883,862 548,832 ‐

10,851,640 13,164,455 20,580,884 2,159,760 ‐

19,788,891 21,745,905 46,370,366 6,706,957 ‐

26,119,838 37,902,196 85,556,768 16,860,227 ‐

[ $ ] [ % ]

4,933,477 48,627,613 111,202,458 207,999,695 313,975,472 50% 65% 70% 69% 65%

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

1,118,400 5,597,354 900,000 527,001 327,120 359,065

1,500,822 9,530,458 1,020,000 2,262,555 455,314 654,836

1,545,847 11,041,271 1,140,000 3,974,776 468,973 891,199

1,592,222 12,669,796 1,320,000 7,951,145 483,042 1,418,301

1,639,989 13,973,497 1,500,000 13,620,061 497,533 2,157,198

[ $ ]

(3,895,462) 33,203,629

92,140,392

182,565,189

280,587,194

[ $ ] [ $ ]

580,647 ‐

7,174,476 29,738,070

12,158,741 59,642,270

16,625,893 92,386,450

[ $ ] [ % ]

(4,476,109) 20,820,004 55,227,847 110,764,178 171,574,851 ‐46% 28% 35% 37% 36%

OPERATING EXPENSES G&A SALARY EXPENSE MEI TIAN MEI YU MARKETING OTHER / LEGAL / ACCOUNTING CONTINGENCY EBITDA DEPRECIATION INCOME TAX EXPENSE NET INCOME NET INCOME MARGIN

3,583,065 8,800,560

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TELEVISION: INCOME STATEMENT (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

[ $ ]

3,700,127

20,868,468

35,646,058

62,370,612

84,314,672

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

1,172,902 511,052 1,640,835 375,339 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

1,625,918 1,451,496 11,670,059 1,761,754 1,892,939 2,466,302 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

2,111,671 1,748,275 12,809,145 2,144,309 2,429,798 4,227,149 1,987,965 5,053,399 3,134,348 ‐ ‐ ‐ ‐ ‐ ‐ ‐

2,633,707 2,117,782 13,047,025 2,473,415 260,829 14,010,733 2,271,704 8,408,991 10,389,741 3,329,068 2,594,163 833,453 ‐ ‐ ‐ ‐

3,230,646 1,494,023 13,285,026 2,743,021 ‐ 2,383,149 1,946,991 9,238,497 11,827,497 4,099,505 4,382,282 2,962,497 9,010,497 10,291,918 4,097,309 3,321,814

COST OF GOODS SOLD

[ $ ]

1,148,484

6,820,177

10,851,640

19,788,891

26,119,838

GROSS PROFIT GROSS PROFIT MARGIN

[ $ ] [ % ]

2,551,643 14,048,291 24,794,418 42,581,720 58,194,833 69% 67% 70% 68% 69%

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

473,100 2,031,438 900,000 65,000 117,120 194,403

487,293 3,080,632 1,020,000 147,900 120,634 221,978

501,912 3,784,104 1,140,000 229,827 124,253 249,499

516,969 4,906,322 1,320,000 350,282 127,980 289,404

532,478 5,977,119 1,500,000 538,765 131,820 337,883

[ $ ]

(1,229,417) 8,969,854

18,764,824

35,070,763

49,176,769

[ $ ] [ $ ]

15,972 ‐

67,222 6,544,160

78,194 12,247,400

85,417 17,181,970

[ $ ] [ % ]

(1,245,390) 6,242,813 12,153,442 22,745,169 31,909,382 ‐34% 30% 34% 36% 38%

REVENUE HELLO! HOLLYWOOD DA FU CUN GOSSIP GIRL ECHINA MD TBD 5 TBD 6 TBD 7 TBD 8 TBD 9 TBD 10 TBD 11 TBD 12 TBD 13 TBD 14 TBD 15 TBD 16

OPERATING EXPENSES G&A SALARY EXPENSE MEI TIAN MEI YU MARKETING OTHER / LEGAL / ACCOUNTING CONTINGENCY OPERATING PROFIT DEPRECIATION INCOME TAX EXPENSE NET INCOME NET INCOME MARGIN

36,111 2,690,930

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DIGITAL PROGRAMMING: INCOME STATEMENT (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

[ $ ]

1,746,500

10,042,230

19,965,900

33,290,475

58,593,600

[ $ ] [ $ ] [ $ ]

153,000 263,500 1,330,000

353,430 346,800 9,342,000

688,500 377,400 18,900,000

1,311,975 433,500 31,545,000

2,754,000 489,600 55,350,000

COST OF GOODS SOLD

[ $ ]

1,114,485

6,691,881

13,164,455

21,745,905

37,902,196

GROSS PROFIT GROSS PROFIT MARGIN

[ $ ] [ % ]

632,015 3,350,349 6,801,445 11,544,570 20,691,404 36% 33% 34% 35% 35%

[ $ ] [ $ ] [ $ ] [ $ ]

129,300 621,784 42,000 21,413

133,179 805,357 43,260 22,055

137,174 838,662 44,558 22,717

141,290 863,822 45,895 23,398

145,528 889,736 47,271 24,100

[ $ ]

(182,481) 2,346,498

5,758,334

10,470,166

19,584,768

[ $ ] [ $ ]

81,736 ‐

128,750 1,970,370

100,972 3,629,210

72,083 6,829,430

[ $ ] [ % ]

(264,217) 1,543,748 3,659,214 6,739,984 12,683,255 ‐15% 15% 18% 20% 22%

REVENUE ONLINE CAMPAIGN REVENUE FUSION TV REVENUE WEIBO PLATFORM REVENUE

OPERATING EXPENSES G&A SALARY EXPENSES OTHER / LEGAL / MISCELLANEOUS CONTINGENCY OPERATING PROFIT DEPRECIATION INCOME TAX EXPENSE NET INCOME NET INCOME MARGIN

113,750 689,000

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

62

E-COMMERCE: INCOME STATEMENT (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

[ $ ]

4,383,110

20,330,274

38,405,003

82,560,703

150,881,879

[ $ ] [ $ ] [ $ ]

828,750 1,184,480 2,369,879

6,119,203 6,178,842 8,032,229

7,389,316 15,280,512 15,735,176

24,140,714 31,487,639 26,932,350

47,259,103 58,702,145 44,920,631

COST OF GOODS SOLD

[ $ ]

2,633,291

11,883,862

20,580,884

46,370,366

85,556,768

GROSS PROFIT GROSS PROFIT MARGIN

[ $ ] [ % ]

1,749,819 8,446,412 17,824,118 36,190,337 65,325,111 40% 42% 46% 44% 43%

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

387,000 2,447,482 462,001 102,000 118,875

398,610 3,286,186 2,054,655 105,060 319,791

410,568 3,798,731 3,683,149 108,212 525,241

422,885 4,168,367 7,537,209 111,458 1,008,944

435,572 4,293,418 13,015,732 114,802 1,695,763

[ $ ]

(1,767,538) 2,282,111

9,298,217

22,941,474

45,769,823

[ $ ] [ $ ]

159,167 ‐

208,611 3,181,350

153,889 7,975,640

132,500 15,973,070

[ $ ] [ % ]

(1,926,705) 2,009,120 5,908,256 14,811,946 29,664,253 ‐44% 10% 15% 18% 20%

REVENUE AFFILIATE PROGRAM MINGYIAN THE SPARKLE PROJECT

OPERATING EXPENSES G&A SALARY EXPENSES MARKETING OTHER / LEGAL / MISCELLANEOUS CONTINGENCY OPERATING PROFIT DEPRECIATION INCOME TAX EXPENSE NET INCOME NET INCOME MARGIN

228,611 44,380

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

63

VOD NETWORK: INCOME STATEMENT (2012 – 2016) UNITS REVENUE

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

[ $ ]

‐

1,355,810

5,335,376

16,568,570

41,650,758

VOD REVENUE SVOD REVENUE

[ $ ] [ $ ]

‐ ‐

937,640 418,170

3,799,787 1,535,589

12,865,362 3,703,208

30,947,985 10,702,773

COST OF GOODS SOLD

[ $ ]

‐

548,832

2,159,760

6,706,957

16,860,227

GROSS PROFIT GROSS PROFIT MARGIN

[ $ ] [ % ]

‐

[ $ ] [ $ ] [ $ ] [ $ ]

[ $ ]

0%

806,978 3,175,616 9,861,613 24,790,531 60% 60% 60% 60%

OPERATING EXPENSES G&A SALARY EXPENSE OTHER / LEGAL / ACCOUNTING CONTINGENCY EBITDA DEPRECIATION INCOME TAX EXPENSE NET INCOME NET INCOME MARGIN

‐ ‐ ‐ ‐

216,000 1,335,184 50,400 40,800

222,480 1,668,625 51,912 42,024

229,154 1,751,601 53,469 43,285

236,029 1,804,149 55,073 44,583

‐

(835,405) 1,190,575

7,784,103

22,650,696

[ $ ] [ $ ]

‐ ‐

178,250 ‐

223,167 2,564,610

225,528 7,825,870

[ $ ] [ % ]

‐ 0%

224,972 ‐

(1,013,655) 965,603 4,996,326 14,599,298 ‐75% 18% 30% 35%

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

64

METAN FILM FUND: INCOME STATEMENT (2012 – 2016) UNITS REVENUE

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

[ $ ]

‐

21,975,583

58,606,861

107,821,455

144,973,593

[ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ] [ $ ]

21,975,583 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

‐ 26,774,004 31,832,856 ‐ ‐ ‐ ‐ ‐ ‐ ‐

‐ ‐ ‐ 36,819,725 36,598,897 34,402,832 ‐ ‐ ‐ ‐

‐ ‐ ‐ ‐ ‐ ‐ 35,319,268 36,235,703 36,819,725 36,598,897

COST OF GOODS SOLD

[ $ ]

‐

‐

‐

‐

‐

GROSS PROFIT GROSS PROFIT MARGIN

[ $ ] [ % ]

‐

MOVIE 1 MOVIE 2 MOVIE 3 MOVIE 4 MOVIE 5 MOVIE 6 MOVIE 7 MOVIE 8 MOVIE 9 MOVIE 10

OPERATING EXPENSES G&A SALARY EXPENSE OTHER / LEGAL / ACCOUNTING CONTINGENCY EBITDA DEPRECIATION INCOME TAX EXPENSE NET INCOME NET INCOME MARGIN

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

0%

21,975,583 58,606,861 107,821,455 144,973,593 100% 100% 100% 100%

716,025

1,475,012

1,416,620

1,459,118

1,502,892

[ $ ] [ $ ] [ $ ] [ $ ]

129,000 496,650 66,000 24,375

265,740 1,023,099 135,960 50,213

273,712 951,150 140,039 51,719

281,924 979,684 144,240 53,270

290,381 1,009,075 148,567 54,869

[ $ ]

(716,025) 20,500,571

57,190,241

106,362,336

143,470,701

[ $ ] [ $ ]

431,696 ‐

8,785,449 19,906,590

15,567,247 36,279,950

21,664,153 47,967,930

[ $ ] [ % ]

(1,147,721) 9,891,847 28,498,202 54,515,139 73,838,617 0% 45% 49% 51% 51%

4,060,124 6,548,600

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

65

METAN DEVELOPMENT GROUP: BALANCE SHEET (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

CASH OTHER CURRENT ASSETS

[ $ ] [ $ ]

58,979,428 4,124,712

87,645,882 7,458,923

117,102,032 15,504,012

195,157,276 27,113,687

350,323,233 44,377,255

TOTAL CURRENT ASSETS

[ $ ]

63,104,140

95,104,805

132,606,044

222,270,963

394,700,488

GROSS FIXED ASSETS ACCUMULATED DEPRECIATION

[ $ ] [ $ ]

8,930,525 580,647

26,753,077 4,163,712

51,987,447 11,338,188

85,787,552 23,496,929

102,183,596 40,122,821

NET FIXED ASSETS

[ $ ]

8,349,878

22,589,365

40,649,259

62,290,623

62,060,774

TOTAL ASSETS

[ $ ]

71,454,018

117,694,170

173,255,304

284,561,586

456,761,262

CURRENT LIABILITIES CURRENT LOAN

[ $ ] [ $ ]

930,127 ‐

1,350,275 ‐

1,683,562 ‐

2,225,666 ‐

2,850,491 ‐

TOTAL LIABILITIES

[ $ ]

930,127

1,350,275

1,683,562

2,225,666

2,850,491

SHARE CAPITAL RETAINED EARNINGS

[ $ ] [ $ ]

75,000,000 100,000,000 (4,476,109) 16,343,895

100,000,000 71,571,742

100,000,000 182,335,920

100,000,000 353,910,771

TOTAL EQUITY

[ $ ]

70,523,891

116,343,895

171,571,742

282,335,920

453,910,771

TOTAL LIABILITIES AND EQUITY

[ $ ]

71,454,018

117,694,170

173,255,304

284,561,586

456,761,262

ASSETS

LIABILITIES AND EQUITY

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

66

TELEVISION: BALANCE SHEET (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

CASH OTHER CURRENT ASSETS

[ $ ] [ $ ]

1,631,995 3,407,223

5,738,229 5,571,116

12,401,228 11,142,879

30,102,235 16,284,516

58,024,165 20,342,240

TOTAL CURRENT ASSETS

[ $ ]

5,039,218

11,309,345

23,544,107

46,386,751

78,366,405

GROSS FIXED ASSETS ACCUMULATED DEPRECIATION

[ $ ] [ $ ]

90,000 15,972

170,000 52,083

260,000 119,306

350,000 197,500

455,000 282,917

NET FIXED ASSETS

[ $ ]

74,028

117,917

140,694

152,500

172,083

TOTAL ASSETS

[ $ ]

5,113,245

11,427,262

23,684,801

46,539,251

78,538,489

CURRENT LIABILITIES CURRENT LOAN

[ $ ] [ $ ]

358,635 ‐

429,839 ‐

533,936 ‐

643,217 ‐

733,072 ‐

TOTAL LIABILITIES

[ $ ]

358,635

429,839

533,936

643,217

733,072

SHARE CAPITAL RETAINED EARNINGS

[ $ ] [ $ ]

6,000,000 6,000,000 (1,245,390) 4,997,423

6,000,000 17,150,865

6,000,000 39,896,034

6,000,000 71,805,417

TOTAL EQUITY

[ $ ]

4,754,610

10,997,423

23,150,865

45,896,034

77,805,417

TOTAL LIABILITIES AND EQUITY

[ $ ]

5,113,245

11,427,262

23,684,801

46,539,251

78,538,489

ASSETS

LIABILITIES AND EQUITY

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

67

DIGITAL PROGRAMMING: BALANCE SHEET (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

CASH OTHER CURRENT ASSETS

[ $ ] [ $ ]

745,409 1,273,300

1,884,206 1,697,705

2,954,757 4,347,650

8,295,058 5,820,913

17,793,396 9,080,600

TOTAL CURRENT ASSETS

[ $ ]

2,018,709

3,581,911

7,302,407

14,115,971

26,873,996

GROSS FIXED ASSETS ACCUMULATED DEPRECIATION

[ $ ] [ $ ]

375,000 81,736

477,500 195,486

547,500 324,236

577,500 425,208

577,500 497,292

NET FIXED ASSETS

[ $ ]

293,264

282,014

223,264

152,292

80,208

TOTAL ASSETS

[ $ ]

2,311,973

3,863,925

7,525,671

14,268,263

26,954,204

CURRENT LIABILITIES CURRENT LOAN

[ $ ] [ $ ]

76,190 ‐

84,394 ‐

86,926 ‐

89,534 ‐

92,220 ‐

TOTAL LIABILITIES

[ $ ]

76,190

84,394

86,926

89,534

92,220

SHARE CAPITAL RETAINED EARNINGS

[ $ ] [ $ ]

2,500,000 2,500,000 (264,217) 1,279,531

2,500,000 4,938,745

2,500,000 11,678,729

2,500,000 24,361,984

TOTAL EQUITY

[ $ ]

2,235,783

3,779,531

7,438,745

14,178,729

26,861,984

TOTAL LIABILITIES AND EQUITY

[ $ ]

2,311,973

3,863,925

7,525,671

14,268,263

26,954,204

ASSETS

LIABILITIES AND EQUITY

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

68

E-COMMERCE: BALANCE SHEET (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

CASH OTHER CURRENT ASSETS

[ $ ] [ $ ]

2,947,302 1,466,125

3,498,610 3,076,863

7,220,403 5,658,072

16,572,752 11,663,034

38,138,732 20,387,091

TOTAL CURRENT ASSETS

[ $ ]

4,413,427

6,575,473

12,878,475

28,235,786

58,525,823

GROSS FIXED ASSETS ACCUMULATED DEPRECIATION

[ $ ] [ $ ]

695,000 159,167

950,000 387,778

980,000 596,389

1,010,000 750,278

1,040,000 882,778

NET FIXED ASSETS

[ $ ]

535,833

562,222

383,611

259,722

157,222

TOTAL ASSETS

[ $ ]

4,949,260

7,137,695

13,262,086

28,495,508

58,683,045

CURRENT LIABILITIES CURRENT LOAN

[ $ ] [ $ ]

375,965 ‐

555,280 ‐

771,415 ‐

1,192,891 ‐

1,716,175 ‐

TOTAL LIABILITIES

[ $ ]

375,965

555,280

771,415

1,192,891

1,716,175

SHARE CAPITAL RETAINED EARNINGS

[ $ ] [ $ ]

6,500,000 6,500,000 (1,926,705) 82,415

6,500,000 5,990,671

6,500,000 20,802,617

6,500,000 50,466,870

TOTAL EQUITY

[ $ ]

4,573,295

6,582,415

12,490,671

27,302,617

56,966,870

TOTAL LIABILITIES AND EQUITY

[ $ ]

4,949,260

7,137,695

13,262,086

28,495,508

58,683,045

ASSETS

LIABILITIES AND EQUITY

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

69

VOD NETWORK: BALANCE SHEET (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

ASSETS CASH OTHER CURRENT ASSETS

[ $ ] [ $ ]

‐ ‐

3,096,476 430,964

3,107,918 1,351,685

5,472,024 3,923,614

14,565,461 9,344,793

TOTAL CURRENT ASSETS

[ $ ]

‐

3,527,440

4,459,603

9,395,638

23,910,254

GROSS FIXED ASSETS ACCUMULATED DEPRECIATION

[ $ ] [ $ ]

‐ ‐

735,000 178,250

947,000 403,222

1,172,000 626,389

1,422,000 851,917

NET FIXED ASSETS

[ $ ]

‐

556,750

543,778

545,611

570,083

TOTAL ASSETS

[ $ ]

‐

4,084,190

5,003,380

9,941,249

24,480,337

CURRENT LIABILITIES CURRENT LOAN

[ $ ] [ $ ]

‐ ‐

157,845 ‐

173,233 ‐

178,430 ‐

183,783 ‐

TOTAL LIABILITIES

[ $ ]

‐

157,845

173,233

178,430

183,783

SHARE CAPITAL RETAINED EARNINGS

[ $ ] [ $ ]

‐ ‐

5,000,000 5,000,000 5,000,000 (1,073,655) (169,853) 4,762,819

5,000,000 19,296,554

TOTAL EQUITY

[ $ ]

‐

3,926,345

4,830,147

9,762,819

24,296,554

TOTAL LIABILITIES AND EQUITY

[ $ ]

‐

4,084,190

5,003,380

9,941,249

24,480,337

LIABILITIES AND EQUITY

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

70

METAN FILM FUND: BALANCE SHEET (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

CASH OTHER CURRENT ASSETS

[ $ ] [ $ ]

51,632,788 ‐

77,188,313 ‐

89,509,728 ‐

125,995,551 ‐

205,265,926 ‐

TOTAL CURRENT ASSETS

[ $ ]

51,632,788

77,188,313

89,509,728

125,995,551

205,265,926

GROSS FIXED ASSETS ACCUMULATED DEPRECIATION

[ $ ] [ $ ]

7,770,525 431,696

16,170,551 4,491,820

41,127,921 13,277,269

74,728,026 28,844,516

90,964,069 50,508,669

NET FIXED ASSETS

[ $ ]

7,338,829

11,678,731

27,850,652

45,883,510

40,455,400

TOTAL ASSETS

[ $ ]

58,971,617

88,867,044

117,360,381

171,879,061

245,721,326

CURRENT LIABILITIES CURRENT LOAN

[ $ ] [ $ ]

119,338 ‐

122,918 ‐

118,052 ‐

121,593 ‐

125,241 ‐

TOTAL LIABILITIES

[ $ ]

119,338

122,918

118,052

121,593

125,241

SHARE CAPITAL RETAINED EARNINGS

[ $ ] [ $ ]

60,000,000 80,000,000 (1,147,721) 8,744,126

80,000,000 37,242,329

80,000,000 91,757,468

80,000,000 165,596,085

TOTAL EQUITY

[ $ ]

58,852,279

88,744,126

117,242,329

171,757,468

245,596,085

TOTAL LIABILITIES AND EQUITY

[ $ ]

58,971,617

88,867,044

117,360,381

171,879,061

245,721,326

ASSETS

LIABILITIES AND EQUITY

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

71

METAN DEVELOPMENT GROUP: STATEMENT OF CASH FLOW (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

NET INCOME (LOSS) CHANGE IN WORKING CAPITAL PLUS DEPRECIATION PLUS AMORATIZATION

[ $ ] [ $ ] [ $ ] [ $ ]

(4,476,109) (3,194,585) 580,647 ‐

20,820,004 (2,914,063) 3,583,065 ‐

55,227,847 (7,711,802) 7,174,476 ‐

110,764,178 (11,067,571) 12,158,741 ‐

171,574,851 (16,638,743) 16,625,893 ‐

NET CASH FLOW FROM OPERATIONS

[ $ ]

(7,090,047) 21,489,006

54,690,520

111,855,348

171,562,001

[ $ ]

(8,930,525) (17,822,552) (25,234,370) (33,800,105) (16,396,044)

NET CASH FLOW FROM INVESTMENTS [ $ ]

(8,930,525) (17,822,552) (25,234,370) (33,800,105) (16,396,044)

CASH FLOW FROM OPERATIONS

CASH FLOW FROM INVESTMENTS FIXED ASSETS

CASH FLOW FROM FINANCING CASH FROM EQUITY CASH FROM DEBT

[ $ ] [ $ ]

75,000,000 ‐

25,000,000 ‐

‐ ‐

‐ ‐

‐ ‐

NET CASH FLOW FROM FINANCING

[ $ ]

75,000,000

25,000,000

‐

‐

‐

NET CASH FLOW CASH AT BEGINNING OF PERIOD

[ $ ] [ $ ]

58,979,428 ‐

28,666,454 58,979,428

29,456,150 87,645,882

78,055,243 117,102,032

155,165,957 195,157,276

CASH AT END OF PERIOD

[ $ ]

58,979,428

87,645,882

117,102,032

195,157,276

350,323,233

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

72

TELEVISION: STATEMENT OF CASH FLOW (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

NET INCOME (LOSS) CHANGE IN WORKING CAPITAL PLUS DEPRECIATION PLUS AMORATIZATION

[ $ ] [ $ ] [ $ ] [ $ ]

(1,245,390) (3,048,588) 15,972 ‐

6,242,813 (2,092,689) 36,111 ‐

12,153,442 (5,467,666) 67,222 ‐

22,745,169 (5,032,356) 78,194 ‐

31,909,382 (3,967,869) 85,417 ‐

NET CASH FLOW FROM OPERATIONS

[ $ ]

(4,278,005) 4,186,235

6,752,998

17,791,007

28,026,930

[ $ ]

(90,000) (80,000) (90,000) (90,000) (105,000)

NET CASH FLOW FROM INVESTMENTS [ $ ]

(90,000) (80,000) (90,000) (90,000) (105,000)

CASH FLOW FROM OPERATIONS

CASH FLOW FROM INVESTMENTS FIXED ASSETS

CASH FLOW FROM FINANCING CASH FROM EQUITY CASH FROM DEBT

[ $ ] [ $ ]

6,000,000 ‐

‐ ‐

‐ ‐

‐ ‐

‐ ‐

NET CASH FLOW FROM FINANCING

[ $ ]

6,000,000

‐

‐

‐

‐

NET CASH FLOW CASH AT BEGINNING OF PERIOD

[ $ ] [ $ ]

1,631,995 ‐

4,106,235 1,631,995

6,662,998 5,738,229

17,701,007 12,401,228

27,921,930 30,102,235

CASH AT END OF PERIOD

[ $ ]

1,631,995

5,738,229

12,401,228

30,102,235

58,024,165

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

73

DIGITAL PROGRAMMING: STATEMENT OF CASH FLOW (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

NET INCOME (LOSS) CHANGE IN WORKING CAPITAL PLUS DEPRECIATION PLUS AMORATIZATION

[ $ ] [ $ ] [ $ ] [ $ ]

(264,217) (1,197,110) 81,736 ‐

1,543,748 (416,201) 113,750 ‐

3,659,214 (2,647,413) 128,750 ‐

6,739,984 (1,470,655) 100,972 ‐

12,683,255 (3,257,001) 72,083 ‐

NET CASH FLOW FROM OPERATIONS

[ $ ]

(1,379,591) 1,241,297

1,140,551

5,370,301

9,498,337

[ $ ]

(375,000) (102,500) (70,000) (30,000) ‐

NET CASH FLOW FROM INVESTMENTS [ $ ]

(375,000) (102,500) (70,000) (30,000) ‐

CASH FLOW FROM OPERATIONS

CASH FLOW FROM INVESTMENTS FIXED ASSETS

CASH FLOW FROM FINANCING CASH FROM EQUITY CASH FROM DEBT

[ $ ] [ $ ]

2,500,000 ‐

‐ ‐

‐ ‐

‐ ‐

‐ ‐

NET CASH FLOW FROM FINANCING

[ $ ]

2,500,000

‐

‐

‐

‐

NET CASH FLOW CASH AT BEGINNING OF PERIOD

[ $ ] [ $ ]

745,409 ‐

1,138,797 745,409

1,070,551 1,884,206

5,340,301 2,954,757

9,498,337 8,295,058

CASH AT END OF PERIOD

[ $ ]

745,409

1,884,206

2,954,757

8,295,058

17,793,396

CONFIDENTIAL DO NOT DISTRIBUTE – METAN DEVELOPMENT GROUP

74

E-COMMERCE: STATEMENT OF CASH FLOW (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

NET INCOME (LOSS) CHANGE IN WORKING CAPITAL PLUS DEPRECIATION PLUS AMORATIZATION

[ $ ] [ $ ] [ $ ] [ $ ]

(1,926,705) (1,090,160) 159,167 ‐

2,009,120 (1,431,423) 228,611 ‐

5,908,256 (2,365,074) 208,611 ‐

14,811,946 (5,583,486) 153,889 ‐

29,664,253 (8,200,773) 132,500 ‐

NET CASH FLOW FROM OPERATIONS

[ $ ]

(2,857,698) 806,308

3,751,793

9,382,348

21,595,980

[ $ ]

(695,000) (255,000) (30,000) (30,000) (30,000)

NET CASH FLOW FROM INVESTMENTS [ $ ]

(695,000) (255,000) (30,000) (30,000) (30,000)

CASH FLOW FROM OPERATIONS

CASH FLOW FROM INVESTMENTS FIXED ASSETS

CASH FLOW FROM FINANCING CASH FROM EQUITY CASH FROM DEBT

[ $ ] [ $ ]

6,500,000 ‐

‐ ‐

‐ ‐

‐ ‐

‐ ‐

NET CASH FLOW FROM FINANCING

[ $ ]

6,500,000

‐

‐

‐

‐

NET CASH FLOW CASH AT BEGINNING OF PERIOD

[ $ ] [ $ ]

2,947,302 ‐

551,308 2,947,302

3,721,793 3,498,610

9,352,348 7,220,403

21,565,980 16,572,752

CASH AT END OF PERIOD

[ $ ]

2,947,302

3,498,610

7,220,403

16,572,752

38,138,732

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VOD NETWORK: STATEMENT OF CASH FLOW (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

(1,073,655) (273,119) 178,250 ‐

903,803 (905,333) 224,972 ‐

4,932,672 (2,566,732) 223,167 ‐

14,533,735 (5,415,826) 225,528 ‐

2,589,107

9,343,436

CASH FLOW FROM OPERATIONS NET INCOME (LOSS) CHANGE IN WORKING CAPITAL PLUS DEPRECIATION PLUS AMORATIZATION

[ $ ] [ $ ] [ $ ] [ $ ]

‐ ‐ ‐ ‐

NET CASH FLOW FROM OPERATIONS

[ $ ]

‐

(1,168,524) 223,442

[ $ ]

‐

(735,000) (212,000) (225,000) (250,000)

NET CASH FLOW FROM INVESTMENTS [ $ ]

‐

(735,000) (212,000) (225,000) (250,000)

CASH FLOW FROM INVESTMENTS FIXED ASSETS

CASH FLOW FROM FINANCING CASH FROM EQUITY CASH FROM DEBT

[ $ ] [ $ ]

‐ ‐

5,000,000 ‐

‐ ‐

‐ ‐

‐ ‐

NET CASH FLOW FROM FINANCING

[ $ ]

‐

5,000,000

‐

‐

‐

NET CASH FLOW CASH AT BEGINNING OF PERIOD

[ $ ] [ $ ]

‐ ‐

3,096,476 ‐

11,442 3,096,476

2,364,107 3,107,918

9,093,436 5,472,024

CASH AT END OF PERIOD

[ $ ]

‐

3,096,476

3,107,918

5,472,024

14,565,461

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METAN FILM FUND: STATEMENT OF CASH FLOW (2012 – 2016) UNITS

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

NET INCOME (LOSS) CHANGE IN WORKING CAPITAL PLUS DEPRECIATION PLUS AMORATIZATION

[ $ ] [ $ ] [ $ ] [ $ ]

(1,147,721) 119,338 431,696 ‐

9,891,847 3,580 4,060,124 ‐

28,498,202 (4,866) 8,785,449 ‐

54,515,139 3,541 15,567,247 ‐

73,838,617 3,648 21,664,153 ‐

NET CASH FLOW FROM OPERATIONS

[ $ ]

(596,687) 13,955,551

37,278,785

70,085,927

95,506,419

[ $ ]

(7,770,525) (8,400,026) (24,957,370) (33,600,105) (16,236,044)

NET CASH FLOW FROM INVESTMENTS [ $ ]

(7,770,525) (8,400,026) (24,957,370) (33,600,105) (16,236,044)

CASH FLOW FROM OPERATIONS

CASH FLOW FROM INVESTMENTS FIXED ASSETS

CASH FLOW FROM FINANCING CASH FROM EQUITY CASH FROM DEBT

[ $ ] [ $ ]

60,000,000 ‐

20,000,000 ‐

‐ ‐

‐ ‐

‐ ‐

NET CASH FLOW FROM FINANCING

[ $ ]

60,000,000

20,000,000

‐

‐

‐

NET CASH FLOW CASH AT BEGINNING OF PERIOD

[ $ ] [ $ ]

51,632,788 ‐

25,555,525 51,632,788

12,321,415 77,188,313

36,485,823 89,509,728

79,270,375 125,995,551

CASH AT END OF PERIOD

[ $ ]

51,632,788

77,188,313

89,509,728

125,995,551

205,265,926

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Appendix B – List of Television Station and Online Partners Television Stations STATION (EN)

STATION (CN)

CCTV (TBD)

中央电视台

Jiangsu Satellite TV (TBD)

江苏卫视

Shandong TV

CHANNEL (EN)

CHANNEL (CN)

CCTV8

电视剧频道

山东电视台

Variety Channel

综艺频道

Yunnan TV

云南电视台

Film & Drama Channel

影视频道

Shaanxi TV (TBD)

陕西电视台

Film & Drama Channel

影视娱乐频道

Xinjiang Education TV

新疆教育电视台

Hainan TV

海南广播电视总台

Life & Variety Channel

生活综艺频道

Anhui TV

安徽电视台

Variety Channel

综艺频道

Ningxia Education TV

宁夏教育电视台

Hubei TV (TBD)

湖北电视台

Film & Drama Channel

影视频道

Jilin TV (TBD)

吉林电视台

Film & Drama Channel

影视频道

Xiaoxiang TV

湖南电视台

Xiaoxiang Film Channel

潇湘电影频道

Jiangxi TV

江西电视台

Red Classic Channel

红色经典频道

Henan TV

河南电视台

New Countryside

新农村频道

Heilongjiang TV

黑龙江电视台

Kids Channel

少儿频道

Hebei TV

河北电视台

Guidance Channel

导视频道

Tianjin TV

天津电视台

Binhai Channel

滨海频道

Shenzhen TV

深圳电视台

Entertainment Channel

娱乐频道

Yinchuan TV

银川电视台

Public Channel

公共频道

Wuhan TV

武汉电视台

Culture & Sports Channel

文体频道

Shangrao TV

上饶电视台

Public Channel

公共频道

Xiaogan TV

孝感电视台

Film & Drama Channel

影视频道

Puyang TV

濮阳电视台

Comprehensive Channel

新闻综合频道

Shiyan TV

十堰电视台

Economy & Life Channel

经济生活频道

Liaoyuan Development Area TV Foshan TV

辽源开发区电视台 佛山电视台

Nanhai Channel

南海频道

Fuzhou TV

抚州电视台

News Channel

新闻综合频道

Jiujiang TV

九江电视台

Public Channel

公共频道

Bengbu Education TV

蚌埠教育电视台

Lianyungang TV

连云港电视台

影视综艺频道

Shifang TV

什邡电视台

Film, Drama & Variety Channel Living Channel

Kaifeng Education TV

开封教育电视台

Jingdezhen TV

景德镇电视台

Ceramic Culture Channel

陶瓷文化频道

Zhenjiang TV

镇江电视台

Culture Channel

文广民生频道

Handan TV (TBD)

邯郸电视台

Happy Channel

欢乐频道

Beihai TV

北海电视台

Public Channel

公共频道

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生活频道

78

Jinhua TV

金华电视台

News Channel

新闻综合频道

Quzhou TV

衢州电视台

TBD

待定

Huhhot TV

呼和浩特电视台

Film & Drama Channel

影视娱乐频道

Hubei TV

湖北电视台

Die Shi Channel

碟市数字频道

Chongqing TV

重庆电视台

New Financial Network

新财经频道

Yangzhou TV

扬州电视台

Fashion Channel

时尚频道

CCTV (TBD)

中央电视台

BTV-8

北京青少年频道

Jiangsu Satellite TV (TBD)

江苏卫视

Hangzhou TV

杭州新闻综合频道

Shandong TV

山东电视台

Variety Channel

综艺频道

Yunnan TV

云南电视台

Film & Drama Channel

影视频道

Shaanxi TV (TBD)

陕西电视台

Film & Drama Channel

影视娱乐频道

Xinjiang Education TV

新疆教育电视台

Online Platform Partners www.sohu.com www.qq.com www.letv.com www.pps.tv www.cntv.com www.vodone.com www.koobee.com.cn www.tudou.com www.youku.com www.uusee.com www.6.cn www.ku6.com www.sina.com www.tianya.cn www.t.sina.com.cn www.mtime.com www.renren.com www.t.qq.com www.kaixin001.com www.digu.com www.douban.com

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Appendix C – Organizational Chart

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Appendix D – Extended Management Team In addition to Metan’s executive management team of Larry Namer, Martin Pompadur, Oganes Sobolev, Jean Zhang, Neil Strum, and Gordon Chu, the company has an extended management team with years of media and business experience.

RICK PORTIN (PRODUCTION CONSULTANT).

Rick Portin has over 25 years of experience creating innovative entertainment content across multiple technology platforms for cutting edge technology ventures. As owner of Rick Portin Productions, Rick directed and produced global multi-camera entertainment shows for Microsoft and other Fortune 500 companies. Most recently, Rick developed future visions of entertainment at Microsoft Advanced Consumer Technology Research Group for MSN Interactive Television and consulted on broadcast/broadband/interactive television shows.

Prior to joining METAN, Rick held senior executive positions at a variety of entertainment companies. He was part of the original team of founders at Movietime/E! Entertainment Television Hollywood, where he was Vice President of Production. Prior to E!, Rick was Director of Production at Viacom where he created cable network startups, managed network production studios, and developed production and programming for Showtime and MTV Networks. Rick was Vice President of Production at Steeplechase/Television.com, a leader in interactive television and broadband entertainment, where he created the first enhanced network television shows for Hollywood including 500 hours of interactive television programming with the Judge Judy and Baywatch shows.

Rick also served as Vice President of Production for Reality 24-7, where he designed innovative reality television production that bridged the line between the web and television.

Rick is the winner of various awards, including Emmy and CableAce Awards, the Broadcast Design Association Silver Award, and the New York Film Festival Award. Rick is commissioned by The American Film Institute as an “Interactive Television Pioneer.”

BARBARA WELLNER (VICE PRESIDENT OF PROGRAMMING).

Barbara Wellner has had an extensive career in creating, developing and producing a wide variety of television programming and live events. Barbara earned her B.A. in Broadcasting and Film from the Boston University School of Communications. Following graduation, Barbara began her career producing nationally syndicated news reports for Newsweek Broadcasting.

As a partner at Real Productions, she created numerous cable and broadcast programs including the Cable Ace Award-nominated The Enigma of Bobby Bittman, a docu-comedy with Eugene Levy for HBO/Cinemax; Esquire’s About Men for Women for Hearst and Lifetime; Leifer Madness, a VH-1 series with writer/comedian Carol Leifer; Nickelodeon's The All American TV Dad Quiz with Bob Saget; and The Gordon Elliott Show and the series Gordon Elliott: Live and Dangerous, both for Fox. While with Real Productions, she also produced commercials and industrials for IBM, Clairol, Pepsi, and Ocean Spray.

In 1993, Barbara was part of the team that developed and launched F/X. As Senior Producer, she was involved with establishing the philosophy and identity of the channel. Involved with the development and production of live and original programming, she also hired, managed and supervised on-air talent and a 200-person production staff. At F/X, Barbara developed and produced 40 hours of live original programming. Notable personalities that Barbara discovered at F/X include: Tom Bergeron, Jeff Probst, Phil Koeghan and Orlando Jones. She went on to become Vice President of Programming at 2Oth Television, in charge of developing talent and original programming for network, syndication and cable. During her tenure, she was part of a team that developed over 30 projects and produced and managed over 100 hours of television including: A Current Affair, Cops, America's Most Wanted, The Gordon Elliott Show, Gabriella. In her position, she also implemented strategies for the development and production of international programming with various News Corporation properties such as BSkyB, Foxtel and Star.

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Throughout her career, Barbara has created pilots and developed projects for CBS, TLC, and The Family Channel.

Barbara produced TV Guide's Celebrity Dish, five one-hour programs for The TV Food Network. Barbara coexecutive produced 65 episodes of The Dream Team for the Sci-fi Channel and two seasons of Style Court for the Style Network. Barbara was the original Executive Producer of E’s week in review comedy show, The Soup. She was creative consultant for the Fox Reality Network’s daily recap show, Reality Remix. Barbara created and produced for Telepictures a syndicated court show pilot, Celebrity Jury. Barbara was also the executive producer on Judge Mooney, a comedy court series for BET. Most recently, she was co-executive producer on the weekly comedy series, Reality Binge for the Fox Reality Channel.

Barbara is a member of the Academy of Television Arts and Sciences where she served on the Board of Governors and Chair of the Activities Committee.

MICHAEL SIGNORELLI (VICE PRESIDENT OF SALES / MARKETING).

A China veteran, Mr. Signorelli has nearly 15 years on the ground marketing and business development experience in mainland China. Mr. Signorelli joins Metan from the National Basketball Association (NBA), where he was Senior Director of Global Marketing Partnerships at NBA China.

While at the NBA Mr. Signorelli’s responsibilities included building NBA China’s strategic direction across media, events, retail and marketing sponsorships. His teams conceived, developed and executed new revenue generating platforms including the first NBA Legends games in China and securing sponsorship for the Harlem Globetrotters China tour. Clients included Tsingtao Beer, whose TV program NBA Dance Passion remains a top hit on CCTV-5.

Prior to the NBA, Mr. Signorelli held executive positions in the Private Equity and Consulting industries. He also worked at Fourth Shift Corp., a Minneapolis-based software company, where he held positions including Director of Global Accounts. He was instrumental in establishing the company’s operations in Australia and New Zealand and successfully managed a sales team spread across 10 countries in Asia. Before moving to China, Mr. Signorelli worked for Chase Manhattan Bank in New York.

Mr. Signorelli has an MBA from the University of Southern California, attended graduate school at the Hong Kong University of Science and Technology and studied Mandarin at the Beijing Language and Culture University.

PAUL ADAMS (ADVISORY BOARD MEMBER) Mr. Adams’ involvement in capital markets span 20 years, beginning in 1992 with an eight-year assignment as a stockbroker. Some of the luminaries for whom he has conducted capital raises include Darryl Quarles, awardwinning director and script writer of the sitcoms The Fresh Prince of Bel Air and Family Ties; and Richard Waryn, former Managing Director of Dubai Capital Group’s private equity activities in the CIS Region. He is concurrently Managing Director, Global Project Investments & Finance for TerraGreen Energy Resources, LLC.

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