1331474--6/27/2008--Jaguar_Acquisition

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Risks Relating to China Cablecom China Cablecom has a very limited operating history, which may make it difficult for you to evaluate its business and prospects. China Cablecom must make significant intercompany loans to Binzhou Broadcasting to preserve its consolidation of the operating results of Binzhou Broadcasting for financial reporting purposes. The Peoples Republic of China ( PRC ) television broadcasting industry may not digitalize as quickly as China Cablecom expects, as a result of which our revenues would be materially adversely affected. Existing and emerging alternative platforms for delivering television programs, including terrestrial networks, Internet protocol television and satellite broadcasting networks present a significant competitive risk to China Cablecom. Changes in the regulatory environment of, and government policies towards, the PRC television network industry could materially adversely affect China Cablecom s revenues. If significant numbers of television viewers in the PRC are unwilling to pay for digital television or value-added services, China Cablecom may not be able to sustain our current revenue level. Our principal shareholder and Executive Chairman is subject to potentially conflicting duties to another company he established to pursue business opportunities in the PRC. If shareholders sought to sue China Cablecom officers or directors, it may be difficult to obtain jurisdiction over the parties and access to the assets located in the PRC. The PRC could change its policies toward, or even nationalize, private enterprise, which could reduce or eliminate the interests held in China Cablecom. Foreign exchange regulations in the PRC may affect China Cablecom s ability to pay dividends in foreign currency or conduct other foreign exchange business. China Cablecom may have difficulty establishing adequate management, legal and financial controls in the PRC, which could result in misconduct and difficulty in complying with applicable laws and requirements. Being a foreign private issuer may exempt China Cablecom from certain Securities and Exchange Commission requirements that provide stockholders the protection of information that must be made available to stockholders of United States public companies. Risks Relating to China Cablecom s Corporate Structure China Cablecom exercises voting and economic control over Jinan Youxiantong Network Technology Co., Ltd. pursuant to contractual agreements with the shareholders of Jinan Youxiantong Network Technology Co., Ltd. that may not be as effective as direct ownership. JYNT has a 49% equity interest in Binzhou Broadcasting, and the failure by the Binzhou SOE to perform its obligations under the joint venture agreement and services agreements may negatively impact our ability to consolidate the financial operations of Binzhou Broadcasting. The agreements that establish the structure for operating our business may result in the relevant PRC government regulators revoking or refusing to renew Binzhou Broadcasting s operating permit. Risks Relating to the People s Republic of China Adverse changes in economic policies of the PRC government could have a material adverse effect on the overall economic growth of the PRC, which could reduce the demand for China Cablecom s services and materially adversely affect its business. Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and China Cablecom. Risks Relating to the Redomestication Merger Following consummation of the Redomestication Merger, Jaguar merged into a British Virgin Islands company and, because the rights of shareholders under British Virgin Islands law differ from those under U.S. law, you may have fewer protections as a shareholder. British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests. The laws of the British Virgin Islands provide little protection for minority shareholders, so minority shareholders will have little or no recourse if the shareholders are dissatisfied with the conduct of the affairs of China Cablecom. If outstanding warrants are exercised, the underlying common shares will be eligible for future resale in the public market. Market overhang from the warrants results in dilution and has an adverse effect on the common stock s market price. Registration rights held by Jaguar s initial stockholders who purchased shares prior to Jaguar s initial public offering may have an adverse effect on the market price of China Cablecom Holdings. Because Jaguar does not intend to pay dividends on its common stock, stockholders will benefit from an investment in Jaguar s common stock only if it appreciates in value. Jaguar s securities are quoted on the Over-the-Counter Bulletin Board, which may limit the liquidity and price of its securities more than if the securities were quoted or listed on the Nasdaq market. There is a risk that China Cablecom Holdings could be treated as a U.S. domestic corporation for U.S. federal income tax purposes after the Redomestication Merger and Business Combination, which could result in significantly greater U.S. federal income tax liability to China Cablecom Holdings. Jaguar should recognize gain (but not loss) for U.S. federal income tax purposes as a result of the Redomestication Merger, which would result in increased U.S. federal income tax liability to Jaguar. There is a risk that China Cablecom Holdings will be classified as a passive foreign investment company ( PFIC ) which could result in adverse U.S. federal income tax consequences to U.S. holders of ordinary shares or warrants of China Cablecom Holdings. Risks to Jaguar s Stockholders and Warrant Holders China Cablecom Holdings may choose to redeem Jaguar s outstanding warrants at a time that is disadvantageous to the warrant holders. Jaguar s warrant holders may not be able to exercise their warrants, which may create liability for Jaguar.

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1331474--6/27/2008--Jaguar_Acquisition_Corp.