S-4/A 1 file1.htm AMENDMENT NO. 6 TO FORM S-4

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As filed with the Securities and Exchange Commission on March 21, 2008

Registration No. 333-147038

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 6

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

CHINA CABLECOM HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)


British Virgin Islands 4841 Not applicable
(State or other jurisdiction of
incorporation or organization)
(Primary standard industrial
classification code number)
(I.R.S. Employer
Identification Number)

17 State Street,
Suite 1600
New York, NY 10004
(212) 888-8890

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Clive Ng
Executive Chairman
17 State Street,
Suite 1600
New York, NY 10004
(212) 888-8890

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the business combination described in the proxy statement/prospectus contained herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    [ ]

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.





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JAGUAR ACQUISITION CORPORATION
8 Tower Bridge, Suite 1050
161 Washington Street
Conshohocken, Pennsylvania 19428

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD April 9, 2008

TO THE STOCKHOLDERS OF
JAGUAR ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Jaguar Acquisition Corporation (‘‘Jaguar’’), a Delaware corporation, will be held at 9:00 a.m. Eastern standard time, on April 9, 2008, at 8 Tower Bridge, Suite 1050, 161 Washington Street, Conshohocken, Pennsylvania 19428, to consider and vote upon proposals to approve:

a.  The merger of Jaguar with and into China Cablecom Holdings, Ltd. (‘‘China Cablecom Holdings’’), its wholly-owned British Virgin Islands subsidiary, for the purpose of redomesticating Jaguar to the British Virgin Islands as part of the acquisition of China Cablecom Ltd. (‘‘China Cablecom’’), a private limited liability British Virgin Islands company (the ‘‘Redomestication Merger’’). In connection with the Redomestication Merger, Jaguar will change its name to China Cablecom Holdings, Ltd. and adopt the Amended and Restated Memorandum and Amended and Restated Articles of Association of China Cablecom Holdings, which are equivalent to Jaguar’s Certificate of Incorporation and By-laws, respectively – this proposal is called the ‘‘Redomestication Merger Proposal’’;
b.  The proposed merger of China Cable Merger Co., Ltd., a wholly-owned British Virgin Islands subsidiary of China Cablecom Holdings (‘‘China Cable Merger Co.’’), with and into China Cablecom, resulting in China Cablecom becoming a wholly-owned subsidiary of China Cablecom Holdings (the ‘‘Business Combination’’) and the transactions contemplated by the merger agreement dated October 30, 2007 by and among Jaguar, China Cablecom and Clive Ng, as the principal shareholder of China Cablecom (‘‘Merger Agreement’’), pursuant to which China Cablecom Holdings will pay China Cablecom’s shareholders an aggregate merger consideration of 2,066,680 shares of China Cablecom Holdings ordinary shares (valued at approximately $14,260,092, based on the closing price of Jaguar’s common stock on March 14, 2008) and China Cablecom Holdings will assume $20 million in outstanding debt of China Cablecom – this proposal is called the ‘‘Business Combination Proposal’’;
c.  The adoption of China Cablecom Holdings’ 2007 Omnibus Securities and Incentive Plan, which provides for the grant of up to 10,000,000 ordinary shares of China Cablecom Holdings or cash equivalents to directors, officers, employees and/or consultants of China Cablecom Holdings and its subsidiaries – this proposal is called the ‘‘Incentive Plan Proposal’’; and
d.  Approval of the grant of up to 8,120,000 ordinary shares (‘‘Performance Shares’’), pursuant to consulting and other arrangements to certain of Jaguar’s and China Cablecom’s insiders in connection with the Business Combination upon the achievement of certain financial goals of China Cablecom Holdings following the Business Combination, and the payment of cash bonuses of up to $5,000,000 to certain officers and directors of Jaguar and China Cablecom following the exercise of existing warrants after the Business Combination – this proposal is called the ‘‘Performance Share Proposal’’; and
e.  Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies – this proposal is called the ‘‘Adjournment and Postponement Proposal.’’

Pursuant to Jaguar’s Certificate of Incorporation and the Merger Agreement, Jaguar is required to obtain stockholder approval of the Business Combination with China Cablecom. Pursuant to the Merger Agreement, the Redomestication Merger and the Performance Share Proposal will not be consummated unless the Business Combination is also approved. Similarly, the Business Combination





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and grant of Peformance Shares will not take place if the Redomestication Merger is not approved and the Business Combination and Redomestication Merger will not be consummated unless the grant of Peformance Shares is also approved. The approval of the Incentive Plan Proposal is not a condition to consummation of the Business Combination, the Redomestication Merger or the grant of Performance Shares. Each of the Business Combination Proposal, Redomestication Merger Proposal, Incentive Plan Proposal and the Performance Share Proposal will be voted on separately, but each of the Redomestication Merger Proposal, the Performance Share Proposal and the Business Combination Proposal must be approved for any such transaction to be completed.

The Board of Directors has fixed the record date as the close of business on March 17, 2008, as the date for determining Jaguar stockholders entitled to receive notice of and to vote at the special meeting and any adjournment or postponement thereof. Only holders of record of Jaguar common stock on that date are entitled to have their votes counted at the special meeting or any adjournment or postponement.

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. You may also vote by telephone, as described on the proxy card. If you are a stockholder of record, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the proposals.

After careful consideration of all relevant factors, Jaguar’s Board of Directors has determined that these proposals are fair to and in the best interests of Jaguar and its stockholders, and has recommended that you vote or give instruction to vote ‘‘FOR’’ adoption of each of them.

Dated:                 , 2008

By Order of the Board of Directors,
/s/ Jonathan Kalman                                
Jonathan Kalman
Chairman and Chief Executive Officer




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The information contained in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF
JAGUAR ACQUISITION CORPORATION

PROSPECTUS
FOR UP TO 4,950,000 Units,
14,850,000 ORDINARY SHARES and
9,900,000 WARRANTS
OF
CHINA CABLECOM HOLDINGS, LTD.

This document is both a proxy statement containing information about Jaguar Acquisition Corporation’s (‘‘Jaguar’’) special meeting of stockholders and a prospectus of Jaguar’s subsidiary, China Cablecom Holdings, Ltd., a British Virgin Islands company (‘‘China Cablecom Holdings’’) with respect to the securities to be issued to Jaguar’s public stockholders in the redomestication of Jaguar.

The board of directors of Jaguar and its wholly-owned subisidiary, China Cablecom Holdings, have unanimously approved the acquisition of China Cablecom Ltd. (‘‘China Cablecom’’), a British Virgin Islands company, pursuant to the Merger Agreement, dated October 30, 2007, whereby China Cable Merger Co., Ltd. (‘‘China Cable Merger Co.’’), a wholly-owned subsidiary of China Cablecom Holdings, will merge with and into China Cablecom, and China Cablecom will be the surviving entity. In connection with such business combination, China Cablecom Holdings will issue China Cablecom’s shareholders aggregate merger consideration of 2,066,680 of China Cablecom Holdings’ ordinary shares (valued at approximately $14,260,092, based on the closing price of Jaguar’s common stock on March 14, 2008) and China Cablecom Holdings will assume $20 million in outstanding debt of China Cablecom. You should note that, after the consummation of the business combination, pursuant to consulting and incentive stock award agreements, China Cablecom Holdings may potentially issue up to 8,120,000 additional ordinary shares to certain of its officers and directors (or their affiliates) upon its achievement of EBITDA financial goals for fiscal years 2008 through 2011. As of the date hereof, such ordinary shares represented $56,028,000 in aggregate, based on the closing sale price of a share of Jaguar’s common stock on March 14, 2008. Each public stockholder of Jaguar common stock who votes against the acquisition of China Cablecom has the right to concurrently demand that Jaguar redeem his or her shares for cash equal to a pro rata portion of the trust account in which the net proceeds of Jaguar’s initial public offering (‘‘IPO’’) and private placement are deposited. Jaguar will not be permitted to consummate the business combination if public stockholders of 920,000 or more of the shares purchased in Jaguar’s IPO (which number represents 20% or more of the shares sold in Jaguar’s IPO) vote against the business combination and demand redemption of their shares. Jaguar’s board of directors has also unanimously approved the redomestication of Jaguar from the State of Delaware to the British Virgin Islands, through a merger with China Cablecom Holdings.

This prospectus covers an aggregate of 4,950,000 units, 14,850,000 ordinary shares and 9,900,000 warrants. In the redomestication merger, China Cablecom Holdings will issue the registered securities to the public stockholders of Jaguar in exchange for their outstanding securities of Jaguar. Of the shares of China Cablecom Holdings covered by this prospectus, 4,600,000 units, consisting of 4,600,000 ordinary shares and 9,200,000 warrants, and 9,200,000 shares issuable upon exercise of the warrants, will be issued to the existing public stockholders of Jaguar in the redomestication merger. The holder of the unit purchase option issued by Jaguar to the representative of the underwriters in Jaguar’s IPO will receive an equivalent option from China Cablecom Holdings to purchase 350,000 units, consisting of 350,000 ordinary shares and 700,000 warrants, and 700,000 shares issuable upon exercise of the warrants, which are also covered by this prospectus. Cablecom Holdings will issue its securities on the same terms as were those of Jaguar.

Stockholders of Jaguar units will receive one China Cablecom Holdings unit for every Jaguar unit. Stockholders of Jaguar’s common stock will receive one ordinary share of China Cablecom Holdings for every share of Jaguar common stock. Holders of Jaguar warrants will receive one China Cablecom Holdings warrant for every Jaguar warrant. All of the securities to be issued in the redomestication merger will be issued by China Cablecom Holdings.

Jaguar was organized to serve as a vehicle for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an unidentified operating business in any industry, with a focus on acquiring an operating business in the payments industry. China Cablecom is a cable television provider in the People’s Republic of China.

Jaguar’s common stock, warrants and units are quoted on the OTC Bulletin Board under the symbols JGAC, JGACW and JGACU, respectively. The securities of China Cablecom Holdings, at the effective time of the Redomestication Merger, are expected to be eligible for quotation on the OTC Bulletin Board.

This proxy statement/prospectus provides you with detailed information about the acquisition of China Cablecom, the redomestication merger, the incentive plan proposal, the performance share proposal, the adjournment and postponement proposal and the special meeting of stockholders. We encourage you to read this entire document and the documents incorporated by reference carefully. YOU SHOULD ALSO CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 12.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                 , 2008 and is first being mailed to stockholders on or about that date.

Subject to completion, dated March 20, 2008





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ANNEXES

A — Fairness Opinion of Navigant Capital Advisors, LLC

B — China Cablecom Holdings Ltd. 2007 Omnibus Securities and Incentive Plan

C — Forms of Performance Share Arrangements

  Warrants Exercise Proceeds Award Agreement between China Cablecom Holdings and James S. Cassano
  Warrants Exercise Proceeds Award Agreement between China Cablecom Holdings and Kerry Propper
  Warrants Exercise Proceeds Award Agreement between China Cablecom Holdings and Jonathan Kalman
  Warrants Exercise Proceeds Award Agreement between China Cablecom Holdings and Clive Ng
  Consulting Agreement between China Cablecom Holdings and China Cablecom Holdings Limited, a Cayman Islands Limited Company
  Incentive Stock Agreement between China Cablecom Holdings and James S. Cassano
  Incentive Stock Agreement between China Cablecom Holdings and Kerry Propper
  Incentive Stock Agreement between China Cablecom Holdings and Jonathan Kalman

D — Agreement and Plan of Merger

E — Amended and Restated Memorandum of Association of China Cablecom Holdings

F — Amended and Restated Articles of Association of China Cablecom Holdings

G — Promissory Note from China Cablecom to Jaguar in the initial principal amount of $475,000

H — Section 262 of the Delaware General Corporation Law

I — Section 179 of the British Virgin Islands Business Companies Act, 2004

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SUMMARY

This section summarizes information related to the proposals to be voted on at the special meeting. These items are described in greater detail elsewhere in this proxy statement/prospectus. You should carefully read this entire proxy statement/prospectus and the other documents to which it refers you.

MATERIAL TERMS OF THE TRANSACTION

  The parties to the Merger Agreement are Jaguar Acquisition Corporation, or Jaguar, China Cablecom, Ltd., or ‘‘China Cablecom’’ and Clive Ng. See the section entitled ‘‘Proposal to Acquire China Cablecom’’.
  Jaguar will merge with and into China Cablecom Holdings, Ltd., or ‘‘China Cablecom Holdings’’, Jaguar’s wholly-owned subsidiary incorporated in the British Virgin Islands, or BVI, resulting in China Cablecom Holdings as the surviving corporation, for the purpose of redomesticating Jaguar from the State of Delaware to the BVI as part of the acquisition of China Cablecom in the business combination. See the section entitled ‘‘The Redomestication Merger’’.
  In connection with the redomestication merger, all of Jaguar’s issued and outstanding securities immediately prior to the redomestication merger will be converted into securities of China Cablecom Holdings at the rate set forth in the Merger Agreement. See the section entitled ‘‘Proposal to Acquire China Cablecom – Terms of the Merger Agreement – Basic Deal Terms’’.
  China Cable Merger Co., Ltd., or China Cable Merger Co., a company incorporated in the BVI and a wholly-owned subisidiary of China Cablecom Holdings, will merge with and into China Cablecom, whereupon China Cablecom will be the surviving entity and the wholly-owned subsidiary of China Cablecom Holdings. See the section entitled ‘‘Proposal to Acquire China Cablecom’’.
  In connection with the business combination, each ordinary share of China Cablecom issued and outstanding prior to the business combination will be converted automatically into 0.68 of an ordinary share of China Cablecom Holdings, and each Class A Preferred Share of China Cablecom outstanding immediately prior to the business combination will be converted into one ordinary share of China Cablecom Holdings. ‘‘Proposal to Acquire China Cablecom Terms of the Merger Agreement – Basic Deal Terms’’.
  China Cablecom is a joint venture provider of cable television services in the People’s Republic of China, or PRC, operating in partnership with a local state-owned enterprise authorized by the PRC government to control the distribution of cable TV services. See the section entitled ‘‘Information about China Cablecom’’.
  After the consummation of the business combination, pursuant to consulting and incentive stock award agreements, China Cablecom Holdings may potentially issue up to 8,120,000 additional ordinary shares to certain of its officers and directors (or their affiliates) upon its achievement of EBITDA financial goals for fiscal years 2008 through 2011, and pursuant to warrant exercise proceeds award agreements, China Cablecom Holdings will pay cash bonuses up to $5,000,000 to certain of its officers and directors following the exercise of its warrants by its public stockholders. See the section entitled ‘‘Proposal to Approve the Performance Share Plan’’.
  The closing of the acquisition of China Cablecom is subject to the satisfaction by each party of various conditions prior to closing. See the section entitled ‘‘Proposal to Acquire China Cablecom – Terms of the Merger Agreement – Closing Conditions’’.

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  The acquisition of China Cablecom will not be consummated unless the redomestication merger proposal and the performance share proposal are approved, and the redomestication merger will not be consummated unless the business combination proposal and the performance share proposal are also approved. See the section entitled ‘‘The Jaguar Special Meeting – Vote Required’’.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION, THE REDOMESTICATION MERGER AND THE JAGUAR SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss.
Please read this entire proxy statement/prospectus.


Q. What is being voted on? A. You are being asked to vote on five proposals:
    The merger of Jaguar with and into its wholly-owned British Virgin Islands subsidiary, China Cablecom Holdings, for the purpose of redomesticating Jaguar to the British Virgin Islands – this proposal is called the ‘‘Redomestication Merger Proposal.’’
    The proposed merger of China Cablecom Holdings’ wholly-owned subsidiary, China Cable Merger Co., with and into China Cablecom, resulting in China Cablecom, and the Merger Agreement – this proposal is called the ‘‘Business Combination Proposal.’’
    The adoption of China Cablecom Holdings’ 2007 Omnibus Securities and Incentive Plan – this proposal is called the ‘‘Incentive Plan Proposal.’’
    The approval of the grant of shares (‘‘Performance Shares’’) and the payment of certain bonuses, pursuant to consulting and other arrangements, to certain of Jaguar’s and China Cablecom’s insiders or their respective affiliates – this proposal is called the ‘‘Performance Share Proposal.’’
    The approval of any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies – this proposal is called the ‘‘Adjournment and Postponement Proposal.’’

Q. Why are stockholders of Jaguar being asked to approve actions that will be taken by China Cablecom Holdings? Jaguar stockholders are being asked to approve the entry into of the Business Combination by China Cablecom Holdings as the Amended and Restated Memorandum and Amended and Restated Articles of Association of China Cablecom Holdings will be amended prior to the Special Meeting to include protective provisions substantially identical to those contained in Jaguar’s Certificate of Incorporation at the time of its IPO. As a result, immediately following the completion of the Redomestication Merger, the constitutional documents of China Cablecom Holdings will require that the majority of the shares issued in Jaguar’s initial public offering approve its Business Combination with China Cablecom. Since the laws of the BVI also require the affirmative vote of a majority of the shares of China Cablecom and China Cable Merger Co., the sole shareholder of each such corporation will be approving such actions by written consent, effective upon receipt of corresponding approval of Jaguar’s stockholders. Such action by written consent, together with the approval by Jaguar’s stockholders at the Special Meeting, will be effective under BVI law and China Cablecom Holding’s amended constitutional documents. Pursuant to the terms of the Merger Agreement, as a

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    condition to the consummation of the Business Combination Jaguar’s stockholders must approve the Performance Share Proposal. The Business Combination may not be consummated without the approval of the Performance Share Proposal by Jaguar’s stockholders. Under BVI law subject to the Amended and Restated Memorandum and Amended and Restated Articles of Association of China Cablecom Holdings, the approval of the Performance Share Proposal requires the vote of the Board of China Cablecom Holdings and Jaguar as the sole shareholder of China Cablecom Holdings. Although there is no legal effect under BVI law of a vote by Jaguar’s stockholders regarding actions that will be taken by China Cablecom Holdings, Jaguar, as the current sole shareholder of China Cablecom Holdings, will not authorize and approve the issuance of the Performance Shares unless holders of a majority of the shares of Jaguar’s common stock represented in person or by proxy at the Jaguar special meeting vote in favor of the Performance Share Proposal.
    The China Cablecom Holdings, Ltd. 2007 Omnibus Securities and Incentive Plan (the ‘‘Plan’’) reserves for issuance up to 10,000,000 ordinary shares. In the event that all such ordinary shares are issued after the Business Combination, the former Jaguar public stockholders’ shareholdings would be diluted by approximately 56%, assuming 7,783,347 shares are outstanding after the Business Combination. Jaguar believes that such dilution would be material to its stockholders and therefore, is seeking to afford them the opportunity to vote on the adoption of the Plan. Under BVI law, subject to the Amended and Restated Memorandum and Amended and Restated Articles of Association of China Cablecom Holdings, the approval of the Plan requires the vote of the Board of China Cablecom Holdings and Jaguar as the sole shareholder of China Cablecom Holdings. Although there is no legal effect under BVI law of a vote by Jaguar’s stockholders regarding actions that will be taken by China Cablecom Holdings, Jaguar, as the current sole shareholder of China Cablecom Holdings, will not authorize and approve the Plan, unless holders of a majority of the shares of Jaguar’s common stock represented in person or by proxy at the Jaguar special meeting vote in favor of the Incentive Plan Proposal.
Q. What vote is required to approve the Redomestication Merger Proposal? A. Approval of the Redomestication Merger Proposal will require the affirmative vote of a majority of the outstanding shares of Jaguar’s common stock at the close of business on March 17, 2008, the record date for the special meeting, provided there is a quorum and that the Business Combination is also approved.

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Q. What vote is required to approve the Business Combination Proposal? A. Under Jaguar’s Certificate of Incorporation, approval of the Business Combination requires the affirmative vote of the holders of a majority of the shares of common stock issued in the IPO voted at the special meeting, provided that there is a quorum. Jaguar’s initial stockholders have agreed to vote their 1,116,667 shares acquired prior to the IPO and as part of the insider units sold simultaneously with the consummation of the IPO in accordance with the holders of a majority of the public sharesvoting in person or by proxy at the meeting. Any shares that may be acquired by Jaguar’s initial stockholders prior to the record date, may be voted in any manner that they choose. If the stockholders approve the Business Combination, the Business Combination will only proceed if holders of shares purchased in Jaguar’s IPO, representing no more than 20% of the shares sold in the IPO and the private placement, exercise their redemption rights. If the holders of 920,000 or more shares purchased in Jaguar’s IPO (which number represents 20% or more of the shares of common stock sold in Jaguar’s IPO and private placement) vote against the Business Combination and demand that Jaguar redeem their shares for their pro rata portion of the trust account established at the time of the IPO (as described below), Jaguar will not be permitted to consummate the Business Combination pursuant to its Certificate of Incorporation.
Q. What vote is required to adopt the Performance Share Proposal? A. Approval of the Performance Share Proposal will require the affirmative vote of holders of a majority of the shares of Jaguar’s common stock represented in person or by proxy and entitled to vote at the special meeting, provided there is a quorum and that the Business Combination is also approved.
Q. What vote is required to adopt the Incentive Plan Proposal? A. Approval of the Incentive Plan Proposal will require the affirmative vote of holders of a majority of the shares of Jaguar’s common stock represented in person or by proxy and entitled to vote at the special meeting, provided that there is a quorum.
Q. What vote is required to adopt the proposal to adjourn or postpone the special meeting for the purpose of soliciting additional proxies? A. Approval of the Adjournment and Postponement Proposal will require the affirmative vote of holders of a majority of the shares of Jaguar’s common stock represented in person or by proxy and entitled to vote at the special meeting, provided there is a quorum.
Q. Do Jaguar stockholders have appraisal rights under Delaware law? A. In connection with the Redomestication Merger, the Jaguar stockholders have appraisal rights under Delaware corporate law.
Q. How do I secure my appraisal rights? A. To secure your appraisal rights, you must not vote for the Redomestication Merger and need to file a demand for appraisal rights with Jaguar before the vote on the Redomestication Merger. Details about the required contents of the appraisal demand, the deadlines for exercising rights and the process for determining the value of the shares are contained in the section ‘‘Jaguar Redomestication Merger – Appraisal Rights.’’

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Q. How will the Redomestication Merger be accomplished? A. Jaguar will merge into China Cablecom Holdings, Jaguar’s wholly owned subsidiary that is incorporated as a British Virgin Islands company. As a result of the Redomestication Merger, each currently issued outstanding share of common stock of Jaguar will automatically convert into one ordinary share of China Cablecom Holdings. This procedure will result in your becoming a shareholder in China Cablecom Holdings instead of Jaguar.
Q. What happens post-Business Combination to the funds deposited in the trust account? A. Jaguar stockholders exercising redemption rights will receive their pro rata portion of the trust account. The balance of the funds in the trust account will be released to China Cablecom Holdings and will be utilized to repay approximately $10 million of outstanding indebtedness of China Cablecom and any remaining funds will be retained by China Cablecom Holdings to make payments aggregating $10 million to the Binzhou SOE and for operating capital subsequent to the closing of the Business Combination.
Q. What happens if the Business Combination and Redomestication Merger are not consummated? A. If Jaguar does not redomesticate and acquire China Cablecom in the Business Combination, Jaguar may seek an alternative business combination. To avoid being required to liquidate, as provided in its Certificate of Incorporation, Jaguar entered a letter of intent relating to a Business Combination with China Cablecom on October 18, 2006; as a result Jaguar is allowed an additional six months to complete a business combination to avoid liquidation. Under its Certificate of Incorporation as currently in effect, if Jaguar does not acquire at least majority control of a target business by April 13, 2008, Jaguar will dissolve and distribute to its public stockholders the amount in the trust account plus any remaining net assets. Following dissolution, Jaguar would no longer exist as a corporation.
    In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro rata to Jaguar’s common stockholders who hold shares issued in Jaguar’s IPO (other than the initial stockholders, each of whom has waived any right to any liquidation distribution with respect to them). See the risk factor on page 24 of this proxy statement/prospectus relating to risks associated with the dissolution of Jaguar.
Q. Do Jaguar stockholders have redemption rights? A. If you hold shares of common stock issued in Jaguar’s IPO, then you have the right to vote against the Business Combination Proposal and demand that Jaguar redeem these shares into a pro rata portion of the trust account in which a substantial portion of the net proceeds of Jaguar’s IPO are held. These rights to vote against the Business Combination and demand redemption of the shares into a pro rata portion of the trust account are sometimes referred to herein as redemption rights. Holders of warrants issued by Jaguar do not have any redemption rights.

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    SIMPLY VOTING AGAINST THE BUSINESS COMBINATION OR CHECKING THE ‘‘EXERCISE REDEMPTION RIGHTS’’ BOX ON A PROXY CARD DOES NOT PERFECT YOUR REDEMPTION RIGHTS – YOU MUST ALSO SEND JAGUAR THE WRITTEN DEMAND LETTER DESCRIBED BELOW.
    Pursuant to the arrangements established at the time of Jaguar’s IPO, shareholders of Jaguar representing up to 19.9% of the outstanding shares issued in Jaguar’s IPO are entitled to exercise redemption rights in the event they vote against the Business Combination and send a written demand letter to Jaguar as described in the section entitled ‘‘The Special Meeting.’’ You should note that, while the Redomestication Merger causes the shareholders of Jaguar to have appraisal rights under Delaware law, if you exercise such appraisal rights you will not be able to perfect any redemption rights available to you as a shareholder of Jaguar in connection with the Business Combination.
Q. If I am not going to attend the special meeting in person, should I return my proxy card instead? A. Yes. After carefully reading and considering the information in this proxy statement/prospectus, please fill out and sign your proxy card. Then return it in the return envelope as soon as possible, so that your shares may be represented at the special meeting. You may also vote by telephone, as explained on the proxy card. A properly executed proxy will be counted for the purpose of determining the existence of a quorum.

Q. If I have redemption rights, how do I exercise them? A. If you wish to exercise your redemption rights, you must vote against the Business Combination Proposal and at the same time demand that Jaguar redeem your shares for cash. If, notwithstanding your vote, the Business Combination is completed, then you will be entitled to receive a pro rata portion of the trust account, including any interest earned thereon through the record date. You will be entitled to redeem each share of common stock that you hold for approximately $5.80. If you exercise your redemption rights, then you will be exchanging your shares of Jaguar common stock for cash and will no longer own these shares. You will be entitled to receive cash for these shares only if you continue to hold these shares through the closing of the Business Combination and then tender your stock certificate. If you do not make a demand to exercise your redemption rights at the time you vote against the Business Combination Proposal (or if you do not vote against the Business Combination Proposal), you will lose your redemption rights, and that loss cannot be remedied.

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Q. What will happen if I abstain from voting or fail to instruct my broker to vote? A. An abstention or the failure to instruct your broker how to vote (also known as a broker non-vote) is not considered a vote cast at the meeting with respect to the Business Combination Proposal and therefore your vote will have no effect on the vote relating to the Business Combination, and will not enable you to redeem your shares into a pro rata portion of the trust account. An abstention or failure to vote will have the effect of voting against the Redomestication Merger Proposal, but will have no effect on the approval of the Incentive Plan Proposal and the Performance Share Proposal.
Q. How do I change my vote? A. Send a later-dated, signed proxy card to Jaguar’s secretary no later than April 9, 2008, prior to the date of the special meeting, or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Jonathan Kalman, Jaguar Acquisition Corporation, 8 Tower Bridge, Suite 1050, 161 Washington Street, Conshohocken, Pennsylvania 19428.
Q. If my shares are held in ‘‘street name,’’ will my broker automatically vote them for me? A. No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.
Q. Do I need to turn in my old certificates? A. No. If you hold your securities in Jaguar in certificate form, as opposed to holding them through your broker, you do not need to exchange them for certificates issued by China Cablecom Holdings. Your current certificates will represent your rights in China Cablecom Holdings. You may exchange them by contacting the transfer agent, Continental Stock Transfer & Trust Company, Reorganization Department, and following their requirements for reissuance. If you elect redemption or appraisal, you will need to deliver your old certificate to Continental Stock Transfer & Trust Company.
Q. Who can help answer my questions? A. If you have questions, you may write or call Jaguar Acquisition Corporation, at 8 Tower Bridge, Suite 1050, 161 Washington Street, Conshohocken, Pennsylvania, 19428, (610) 825-0288, Attention: Jonathan Kalman.
Q. When and where will the special meeting be held? A. The meeting will be held at 9:00 a.m. Eastern standard time on April 9, 2008 at 8 Tower Bridge, Suite 1050, 161 Washington Street, Conshohocken, Pennsylvania, 19428.

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The Companies

Jaguar Acquisition Corporation is a Delaware corporation incorporated on June 2, 2005 in order to serve as a vehicle for the acquisition of an operating business in any industry, with a focus on the payments industry, through a merger, capital stock exchange, asset acquisition or other similar business combination. On April 13, 2006, Jaguar completed a private placement and received net proceeds of approximately $700,000. On April 13, 2006, Jaguar consummated its initial public offering (IPO) and received net proceeds of approximately $21,600,000 and, on April 18, 2006, the underwriters exercised their over-allotment option and Jaguar received additional net proceeds of approximately $3,300,000. After deducting the underwriting discounts and commissions and offering expenses, an amount of $25,098,002 was placed in an interest-bearing trust account and the remaining proceeds of approximately $580,000 became available to be used to provide for business, legal, accounting, due diligence on prospective business combinations and continuing operating expenses. Jaguar’s management has broad discretion with respect to the specific application of the net proceeds of the private placement and the public offering, although substantially all of the net proceeds of the offerings are intended to be generally applied toward consummating a business combination. As of February 29, 2008, $26,760,832 (plus accrued interest of $54,045) was held in the trust account.

China Cablecom is a joint-venture provider of cable television services in the People’s Republic of China, (‘‘PRC’’) operating in partnership with a local state-owned enterprise (‘‘SOE’’) authorized by the PRC government to control the distribution of cable TV services. China Cablecom set up a joint venture and acquired operation rights and assets relating to the exclusive operation of a cable network in Binzhou, Shandong Province (‘‘Binzhou Broadcasting’’) in September 2007 by entering into a series of asset purchase and services agreements with a company organized to serve as a holding company of the relevant businesses by SOEs owned directly or indirectly by local branches of the State Administration of Radio, Film and Television (‘‘SARFT’’) in five different municipalities. Due to restrictions on foreign ownership of PRC media and broadcasting entities, China Cablecom’s 49% joint venture interest is held through a series of contractual arrangements intended to result in the risks and benefits of Binzhou Broadcasting’s operations being primarily borne by China Cablecom, rather than through a direct ownership of equity securities. In addition to seeking to avoid a violation of PRC law, these arrangements provide, under relevant principles of US generally accepted accounting principles (‘‘US GAAP’’), for the consolidation of 60% of the results of operations, financial position and cash flows of Binzhou Broadcasting by China Cablecom. In view of these PRC legal restrictions and prevailing industry practice with regard to structuring foreign direct investment in China in this respect, Jaguar has determined that the Business Combination with China Cablecom satisfies the requirement contained in its certificate of incorporation that it effect a business combination with an operating business.

Binzhou Broadcasting operates a cable network with 634,860 homes passed and 411,246 paying subscribers as of December 31, 2007.  ‘‘Homes passed’’ represents the number of households with the ability to receive cable service whether or not they actually subscribe, or all the homes in the community passed by the cable system that could conceivably connect to it. China Cablecom’s strategy is to replicate the Binzhou Broadcasting operating partnership model in other municipalities in Shandong Province in the PRC and then introduce operating efficiencies and increase service offerings in the networks with which it has entered into agreements.

Fairness Opinion

In determining to recommend that holders of Jaguar’s securities vote for the Business Combination proposal, the Board of Directors of Jaguar considered the fairness opinion of its financial advisor, Navigant Capital Advisors, dated October 22, 2007, subsequently confirmed in writing on October 25, 2007, and based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, Navigant determined that the merger consideration as stipulated in the Merger Agreement was fair from a financial point of view to Jaguar. The fairness opinion provided by Navigant Capital Advisors is based on the merger consideration described in the Merger Agreement. The full text of Navigant Capital Advisors written opinion, dated October 22,

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2007, subsequently confirmed in writing on October 25, 2007, is attached as Annex A to this proxy statement/prospectus. We urge you to read the opinion and the section ‘‘Fairness Opinion’’ beginning on page 67 of this proxy statement/prospectus carefully for a description of the procedures followed, assumptions made, matters considered and limitations on the reviews undertaken. Navigant Capital Advisors’ opinion does not constitute a recommendation to the Board of Directors or to the holders of Jaguar’s securities as to how such person should vote or act on any of the proposals set forth in this proxy statement/prospectus. In addition, the fairness opinion delivered by Navigant on October 22, 2007, subsequently confirmed in writing on October 25, 2007, was based on information, projections and assumptions available to Jaguar’s management and Navigant as of the date of the opinion. Since that date, China Cablecom’s financial performance for 2007 has declined substantially as compared to the financial forecast for fiscal 2007 relied upon by Navigant in performing certain aspects of the analysis contained in its opinion. Consequently, the information, projections and related assumptions relied upon by Navigant at the time the opinion was rendered that governed expected results in 2007 have proven ultimately to be materially inaccurate. For its services related to the fairness opinion, Navigant Capital Advisors was paid a fee, including expenses, equal to $203,016. The fee for the fairness opinion was negotiated by Jaguar and Navigant Capital Advisors. Jaguar believes the amount of this fee is consistent with industry custom and practice for the preparation of a fairness opinion. The fairness opinion fee is not contingent upon consummation of the proposed Business Combination.

If the Business Combination Is Not Approved.    If Jaguar does not consummate the Business Combination with China Cablecom and it is unable to complete another acquisition by April 13, 2008, it will be required to liquidate and dissolve pursuant to its Certificate of Incorporation. To avoid being required to liquidate, Jaguar entered a letter of intent relating to a business combination with China Cablecom on October 18, 2006. As a result Jaguar is allowed an additional six months to complete the Business Combination to avoid liquidation. Under its Certificate of Incorporation as currently in effect, if Jaguar does not acquire at least majority control of a target business by April 13, 2008, Jaguar will dissolve and distribute to its public stockholders the amount in the trust account plus any remaining net assets. Following dissolution, Jaguar would no longer exist as a corporation. See the risk factor on page 24 of this proxy statement/prospectus relating to risks associated with the dissolution of Jaguar.

Management.    The current management of China Cablecom and its subsidiaries is led by Mr. Clive Ng. After consummation of the Redomestication Merger and the Business Combination, China Cablecom’s management will remain substantially the same. China Cablecom Holdings’ Board of Directors after the Redomestication Merger and the Business Combination will continue to consist of Clive Ng, Jonathan Kalman, Kerry Propper, Simon Bax, Shan Li, and Alejandro Zubillaga. As a condition to the consummation of the Business Combination, each of Messrs. Ng and Yue will enter into employment agreements with China Cablecom Holdings. Mr. Ng will continue serve as Executive Chairman of China Cablecom Holdings and Pu Yue will continue to serve the Chief Executive Officer of China Cablecom Holdings.

Jaguar’s Recommendation; Interests of Jaguar’s Management

After careful consideration, Jaguar’s board of directors has determined that the Business Combination and the other proposals presented at this special meeting are fair to, and in the best interests of, Jaguar and its stockholders. The board of directors has approved and declared advisable the proposals, and recommends that you vote or direct that your vote to be cast ‘‘FOR’’ the adoption of each proposal.

When you consider the recommendation of the board of directors, you should keep in mind that the members of the board of directors have interests in the Business Combination that are different from, or in addition to, yours. These interests include the following:

  If the proposed Business Combination is not completed, and Jaguar is unable to complete another acquisition by April 13, 2008, Jaguar will subsequently be required to liquidate, and

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  the shares of common stock owned by Jaguar’s directors will be worthless because the shares will no longer have any value and the directors are not entitled to liquidation distributions from Jaguar. In addition, the possibility that Jaguar’s officers and directors will be required to perform their obligations under the indemnity agreements referred to below will be substantially increased.
  In connection with Jaguar’s IPO, Jaguar’s current officers and directors agreed to indemnify Jaguar for debts and obligations to vendors that are owed money by Jaguar for services rendered or products sold to Jaguar, but only to the extent necessary to ensure that certain liabilities do not reduce funds in the trust account. If the Business Combination is consummated, Jaguar’s officers and directors will not have to perform such obligations. If the Business Combination is not consummated, however, Jaguar’s officers and directors could potentially be liable for any claims against the trust account by vendors who did not sign waivers.
  All rights of Jaguar’s officers and directors to be indemnified by Jaguar, and of Jaguar’s directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after the Business Combination pursuant to provisions in China Cablecom Holdings’ Amended and Restated Memorandum and Amended and Restated Articles of Association. However, if the Business Combination is not approved and Jaguar subsequently liquidates, its ability to perform its obligations under those provisions will be substantially impaired since it will cease to exist. If the Business Combination is ultimately completed, China Cablecom Holdings’ ability to perform such obligations will be substantially enhanced.
  It is anticipated that China Cablecom’s current Executive Chairman and President, Clive Ng will enter into an employment agreement with China Cablecom Holdings as a condition to the consummation of the Merger Agreement. The employment agreement must be approved by a majority of the independent directors of China Cablecom Holdings’ Board of Directors.

Certain U.S. Federal Income Tax Consequences

As described below under the heading ‘‘Material United States Federal Income Tax Considerations,’’ the Redomestication Merger should qualify as a nontaxable reorganization under applicable U.S. federal income tax principles, and no gain or loss should be recognized by Jaguar shareholders or warrant holders for U.S. federal income tax purposes as a result of their exchange of Jaguar common stock or warrants for the ordinary shares or warrants of China Cablecom Holdings. Jaguar, however, should recognize gain (but not loss) for U.S. federal income tax purposes as a result of the Redomestication Merger equal to the difference between the fair market value of each of its assets over such asset’s adjusted tax basis at the effective time of the Redomestication Merger. It is expected that China Cablecom Holdings should not recognize any gain or loss for U.S. federal income tax purposes as a result of the Business Combination, and that certain ‘‘anti-inversion’’ provisions in the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), would not apply to treat China Cablecom Holdings as a U.S. corporation after the Redomestication Merger and Business Combination. It is expected that these anti-inversion rules would apply, however, to restrict Jaguar from using any net operating loss that might otherwise be available to it to offset any gain it will recognize as a result of the Redomestication Merger.

Quotation

Jaguar’s common stock (JGAC), warrants (JGACW) and units (JGACU) are quoted on the Over-the-Counter (OTC) Bulletin Board.

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or direct your vote to be cast to approve the acquisition.

If Jaguar completes the acquisition of China Cablecom pursuant to the Redomestication Merger and the Business Combination, the resulting company will be subject to a number of risks. You should carefully consider the risks described below and the other information included in this proxy statement/prospectus before you decide how you want to vote on the merger proposal. Following the closing of the merger, the market price of our common stock could decline due to any of these risks, in which case you could lose all or part of your investment. In assessing these risks, you should also refer to the other information included in this proxy statement/prospectus, including our consolidated financial statements and the accompanying notes. You should pay particular attention to the fact that Jaguar would become a holding company with substantial operations in China. As a result, we would be subject to legal and regulatory environments that differ in many respects from those of the U.S. Our business, financial condition or results of operations could be affected materially and adversely by any of the risks discussed below.

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, a holding company, acquired Binzhou Broadcasting in September 2007 − as a result its operating history is very limited and, accordingly, the revenue and income potential of its business and markets are unproven. Binzhou Broadcasting’s historical operating results may not provide a meaningful basis for evaluating China Cablecom’s business, financial performance and prospects, particularly in view of the fact that the networks comprising the operations of Binzhou Broadcasting have historically been operated independently.

China Cablecom also faces numerous risks, uncertainties, expenses and difficulties frequently encountered by companies at an early stage of development. Some of these risks and uncertainties relate to its ability to:

  develop new customers or new business from existing customers;
  expand the technical sophistication of the products it offers;
  respond effectively to competitive pressures; and
  attract and retain qualified management and employees.

China Cablecom cannot predict whether China Cablecom will meet internal or external expectations regarding its future performance. If China Cablecom is not successful in addressing these risks and uncertainties, its business, operating results and financial condition may be materially adversely affected.

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.

Although China Cablecom is currently entitled to consolidate the financial position and operating results of Binzhou Broadcasting in its financial statements under US GAAP, this is the result of the ratio of risk and rewards borne by China Cablecom regarding the operations of Binzhou Broadcasting, which in turn is dependent on the significant level of intercompany debt China Cablecom has extended to Binzhou Broadcasting. Pursuant to the terms of the Asset Transfer Agreement with the Binzhou SOE, Binzhou Broadcasting must complete the payment for all assets to be transferred not later than August 2008. To the extent the financing for such payment is not in the form of an intercompany loan from China Cablecom, China Cablecom’s ability to preserve the accounting treatment of Binzhou Broadcasting will be jeapordized. While certain of the amounts in Jaguar’s trust fund may be used for these purposes, China Cablecom’s obligations under the bridge financing it

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entered into in September 2007 and to make the intercompany loans in sufficient amount to preserve the consolidation of the financial position and operating results of Binzhou Broadcasting exceed available cash by between $3.6 million and $8.9 million (depending upon the number of shares for which the holders seek redemption in connection with the Business Combination). In order to meet all of these obligations, China Cablecom may be required to seek additional financing or to amend or modify the terms of its bridge financing to the extent cash flow from operations are insufficient to meet this shortfall and there can be no assurance that any such additional financing will be available on acceptable terms or at all or that such lenders will be willing to amend or modify the terms of the outstanding notes. Any such failure to secure additional financing by China Cablecom will create a default under the terms of the joint venture agreement between JYNT and the Binzhou SOE and likely result in China Cablecom no longer being entitled to consolidate the financial position and results of operations of Binzhou Broadcasting.

The 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.

China Cablecom’s future success depends upon the pace at which PRC television network operators switch from analog to digital transmission. Various factors may cause PRC television network operators to convert from analog to digital transmission at a slow pace. The PRC government, which has strongly encouraged television network operators to digitalize their networks and has set a target of 2015 for all, except for up to six, analog channels to be switched off, may relax or cancel the 2015 target. PRC television viewers may fail to subscribe to digital television services in sufficient numbers to support wide-scale digitalization.

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.

China Cablecom competes with traditional terrestrial television networks for the same pool of viewers. As technologies develop, other means of delivering information and entertainment to television viewers are evolving. For example, some telecommunications companies in the PRC are seeking to compete with terrestrial broadcasters and cable television network operators by offering Internet protocol television, or IPTV, which allows telecommunications companies to stream television programs through telephone lines. While the PRC Ministry of Information Industry, or the MII, so far has issued only five IPTV licenses, it may issue significantly more licenses in the future. In addition, the SARFT issued a broadcast license last year to the PRC’s first direct satellite broadcast company, which is expected to begin commercial operation this year. To the extent that the terrestrial television networks, telecommunications companies and direct satellite television network operators compete successfully with China Cablecom for viewers, its ability to attract and retain subscribers may be adversely affected.

Changes in the regulatory environment of, and government policies towards, the PRC television network industry could materially adversely affect China Cablecom’s revenues.

Strong PRC government support has been a significant driver of the PRC television broadcasting industry’s transition from analog to digital transmission. Although the PRC government has set a target of 2015 for all television networks to switch to digital transmissions, terminating all analog transmissions except for up to six channels that will continue in service for the benefit of those unable to afford digital television, there is no assurance that the government will not change or adjust its digitalization policies at any time, including canceling or relaxing the target for digitalization. If the digitalization process in the PRC were to be slowed down or otherwise adversely affected by any government action or inaction, China Cablecom may not be able to develop new customers or attract new business from existing customers, and its revenues would be materially adversely affected.

Furthermore, the television broadcasting industry in the PRC is a highly regulated industry. Government regulations with respect to television broadcasting content, the amount and content of advertising, the pricing of pay-television subscriptions, the role of private-sector investment and the role of foreign investment significantly influence the business strategies and operating results of our

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customers. Among other things, the SARFT must approve the creation of new premium content channels and has the power to order television network operators to stop airing programs or advertising that it considers illegal or inappropriate. Any of such adverse government actions against television network operators could in turn cause China Cablecom to lose existing or potential subscribers.

In China, the basic subscription fee for cable television is regulated, municipal cable television operators have to apply for approval at local Price Bureau, who will then arrange public hearings to approve any subscription price changes. Although Binzhou Broadcasting has applied and has acquired approval for subscription fee raise from Price Bureau in year 2006, there is no guarantee that any future partnership networks of China Cablecom will succeed in getting approval for subscription fee raises for digital television services.

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.

China Cablecom expects a substantial majority of its future revenue growth to be derived from the introduction of digital television subscriptions to viewers. However, China Cablecom may be unsuccessful in promoting digital television or value-added services. In 2007, China Cablecom expected 21,000 existing subscribers to upgrade to digital television, whereas only 4,000 subscribers actually upgraded their service. While China Cablecom believes that this reduced rate of migration was due in part to transition issues and the lack of an effective marketing and rollout plan, television viewers in the PRC are accustomed to receiving television for free or for a very low price. Even viewers who are accustomed to paying for cable television subscriptions have historically paid very low rates and may not be willing to pay significantly higher rates for digital television services, or additional fees for value-added services. If China Cablecom is unable to carry unique and compelling content to differentiate itself from direct satellite TV service providers and telecom companies, or offer digital cable TV value-added services that meet viewers’ needs at an affordable price, it may find it difficult to persuade viewers to accept the pay-television model or pay more for digital cable television or value-added services than viewers have historically paid for analog cable television. In that event, our customers’ digital subscriber numbers may not grow and China Cablecom may be unable to sustain its current revenue level.

Our officers and directors may allocate their time to other businesses, and are or may be affiliated with entities that may cause conflicts of interest. In particular, our principal shareholder and Executive Chairman is subject to potentially conflicting duties to another company he established to pursue business opportunities in the PRC.

Messrs. Ng and Pu and certain of China Cablecom’s other officers and directors (including Mr. Cassano) have the ability to allocate their time to other businesses and activities, thereby causing possible conflicts of interest in their determination as to how much time to devote to the affairs of China Cablecom.

These individuals are engaged in several other business endeavors and are not obligated to devote any specific number of hours to our affairs. If other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to China Cablecom’s affairs and could have a negative impact on China Cablecom’s ongoing business. Certain of China Cablecom’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us or otherwise, and accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular investment or business opportunity should be presented. Moreover, in light of China Cablecom’s officers’ and directors’ existing affiliations with other entities, they may have fiduciary obligations to present potential investment and business opportunities to those entities in addition to presenting them to China Cablecom, which could cause additional conflicts of interest. While China Cablecom does not believe that any of China Cablecom’s officers or directors has a conflict of interest in terms of presenting to entities other than China Cablecom investment and business opportunities that may be suitable for it, conflicts of interest may arise in the future in determining to which entity a particular business opportunity should be presented. Neither China

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Cablecom nor Jaguar can assure you that any conflicts will be resolved in China Cablecom’s favor. These possible conflicts may inhibit the activities of such officers and directors in seeking acquisition candidates to expand the geographic reach of China Cablecom or broaden its service offerings. For a complete description of our management’s other affiliations, see ‘‘Management, Directors and Executive Officers.’’ In any event, it cannot be predicted with any degree of certainty as to whether or not Mr. Ng, Mr. Pu or China Cablecom’s other officers or directors will have a conflict of interest with respect to a particular transaction as such determination would be dependent upon the specific facts and circumstances surrounding such transaction at the time.

Mr. Ng, our Chairman and President, has recently entered into a settlement agreement with China Broadband, Inc., another company he organized to pursue broadband cable opportunities in the PRC, and certain of its shareholders and consultants, relating to possible claims that China Broadband and such shareholders and consultants suggested might be brought by China Broadband against Mr. Ng for his activities in forming China Cablecom. If the parties to the settlement agreement fail to observe the terms of the agreement, China Cablecom Holdings may be involved in burdensome and time-consuming litigation in order to establish clear entitlement to the Binzhou Broadcasting operations.

In particular, notwithstanding the terms of the settlement and the amendment to Mr. Ng’s employment agreement with China Broadband, Ltd., Mr. Ng’s continuing relationship with China Broadband could lead to future claims of violation of his duties to China Broadband in the event future acquisitions in the PRC are offered to China Cablecom Holdings rather than China Broadband, notwithstanding the express terms of the revised employment agreement and provisions of the settlement agreement. Mr. Ng’s revised employment agreement with China Broadband contains an express provision permitting Mr. Ng to resign from China Broadband in the event an acquisition arises that involves the business of China Cablecom, which is how Mr. Ng currently intends to handle opportunities in the future that could create a situation similar to that which led to the settlement agreement.

The settlement agreement contains a provision recognizing that the provision of integrated cable television services in the People’s Republic of China and related activities is the business of China Cablecom and the provision of stand-alone independent broadband services is the business of China Broadband. However, notwithstanding the terms of the settlement agreement and the amendment to Mr. Ng’s employment agreement with China Broadband, Mr. Ng’s continuing relationship with China Broadband could lead to future claims of violation of his duties to China Broadband in the event future acquisitions in the PRC are offered to China Cablecom Holdings rather than China Broadband, notwithstanding his current intention to resign in such circumstances.

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.

Because most of China Cablecom’s officers and directors will reside outside of the U.S., it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event a lawsuit is initiated against such officers and directors by shareholders in the U.S. It also is unclear if extradition treaties now in effect between the U.S. and the PRC would permit effective enforcement of criminal penalties of the federal securities laws. Furthermore, because substantially all of China Cablecom’s assets are located in the PRC, it would also be extremely difficult to access those assets to satisfy an award entered against us in U.S. court. Moreover, Jaguar has been advised that the PRC does not have treaties with the U.S. providing for the reciprocal recognition and enforcement of judgments of courts. As a result, it may not be possible for investors in the U.S. to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of U.S. courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.

The Chinese government could change its policies toward, or even nationalize, private enterprise, which could reduce or eliminate the interests held in China Cablecom.

Over the past several years, the Chinese government has pursued economic reform policies, including the encouragement of private economic activities and decentralization of economic

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regulation. The Chinese government may not continue to pursue these policies or may significantly alter them to China Cablecom’s detriment from time to time without notice. Changes in policies by the Chinese government that result in a change of laws, regulations, their interpretation, or the imposition of high levels of taxation, restrictions on currency conversion or imports and sources of supply could materially and adversely affect China Cablecom’s business and operating results. The nationalization or other expropriation of private enterprises by the Chinese government could result in the total loss of our investment in China.

Certain of the projections provided to Jaguar management and its financial advisor are unreliable.

During the due diligence investigation of China Cablecom, management of Jaguar and its financial advisor Navigant Capital were provided with certain forward-looking information concerning the projected operating results for the business of Binzhou Broadcasting for the years ended 2007 through 2011. This forward-looking information was prepared by management of China Cablecom based on historical financial results of the networks comprising Binzhou Broadcasting and assuming certain growth rates in revenues and direct and indirect expenses. The level of revenue and EBITDA expected for 2007 in the projections, however, is much more than that actually reported by China Cablecom, which may be an indication that the projections contain overly aggressive assumptions regarding growth or underestimate expenses necessary to run the business of Binzhou Broadcasting. Actual revenue and EBITDA for 2007 were 39% and 49% lower, respectively, than the projected amounts. Had the subsequent actual results been used in performing this analysis, the implied enterprise value of Binzhou Broadcasting would have been, on average, approximately 20% lower than as determined using the projected results for 2007 in Navigant Capital’s comparable company analysis. As the forward-looking information was used by both the Board of Directors of Jaguar in determining that the Business Combination met the conditions set forth in its certification of incorporation that an acquisition candidate must have a fair market value of at least 80% of the assets of Jaguar at the time of acquisition and by Navigant Capital in preparing its fairness opinion regarding the Business Combination, to the extent the actual results for years subsequent to 2007 differ significantly from the projected results, there could be adverse consequences to China Cablecom in the future. These consequences could include potential claims by shareholders seeking to have their shares repurchased at the redemption amount if the stock of China Cablecom trades below its expected level based on such projections, based on the theory that the Business Combination was not a qualifying transaction under Jaguar’s certificate of incorporation or other claims against Jaguar’s former directors for violating their fiduciary duties to shareholders in recommending a transaction that was not fair to shareholders. Although we would disagree that any such breach of the certificate of incorporation or directors duties ocurred, neither Jaguar nor China Cablecom can assure you that any such claims would be resolved in our favor. The fact that the Navigant Capital opinion on which the Board of Directors is relying in recommending the Business Combination for shareholder approval is based, in part, on forward-looking information that has turned out to be inaccurate and has not been updated subsequent to the availability of the actual result for 2007 may create even greater risk to China Cablecom and the directors of Jaguar in this regard. Further, Jaguar’s Board of Directors is not seeking an updated fairness opinion from Navigant Capital. Any such claims, even if ultimately unsuccessful, would divert financial resources and management’s time and attention from the business of 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.

Renminbi, or RMB, is not presently a freely convertible currency, and the restrictions on currency exchanges may limit China Cablecom’s ability to use revenues generated in RMB or to make dividends or other payments in U.S. dollars. The PRC government, through the State Administration for Foreign Exchange (‘‘SAFE’’), regulates conversion of RMB into foreign currencies. Currently, Foreign Invested Enterprises (such as China Cablecom) are required to apply for ‘‘Foreign Exchange Registration Certificates’’ and to renew those certificates annually. However, even with that certification, conversion of currency in the ‘‘capital account’’ (e.g. for capital items such as direct investments or loans) still requires the approval of SAFE. There is no assurance that SAFE approval will be obtained, and if it is not, it could impede China Cablecom’s business activities.

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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.

As quasi-governmental businesses in the PRC, the networks comprising China Cablecom have not historically focused on establishing Western-style management and financial reporting concepts and practices, as well as modern banking, computer and other internal control systems. China Cablecom may have difficulty in hiring and retaining a sufficient number of qualified internal control employees to work in the PRC. As a result of these factors, China Cablecom may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards, especially on the operation level of Cablecom’s joint ventures with municipal cable TV network operators.

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.

Upon consummation of the Redomestication Merger, China Cablecom Holdings may be a foreign private issuer within the meaning of the rules promulgated under the Securities Exchange Act of 1934, depending upon the composition of its shareholder base. As such, it would be exempt from certain provisions applicable to United States public companies including:

  The rules requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;
  The sections of the Securities Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Securities Exchange Act;
  Provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and
  The sections of the Securities Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any ‘‘short swing’’ trading transactions (i.e., a purchase and sale, or a sale and purchase, of the issuer’s equity securities within less than six months).

Because of these exemptions, China Cablecom Holdings’ stockholders may not be afforded the same protections or information generally available to investors holding shares in public companies organized in the United States.

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.

As a result of the contractual agreements entered into between China Cablecom’s indirect subsidiary Heze Cablecom Network Technology Co., Ltd., a PRC company (‘‘HZNT’’), and the shareholders of Jinan Youxiantong Network Technology Co., Ltd. (‘‘JYNT’’), China Cablecom controls and is considered the primary beneficiary of JYNT, and is entitled to consolidate the financial results of JYNT, which includes JYNT’s 60% economic interest in the financial results of Binzhou Broadcasting. While the terms of these contractual agreements are designed to minimize the operational impact of governmental regulation of the media, cultural and telecommunications industries in the PRC, and provide China Cablecom with voting control and the economic interests associated with the stockholders’ equity interest in JYNT, they are not accorded the same status at law as direct ownership of JYNT and may not be as effective in providing and maintaining control over JYNT as direct ownership. For example, China Cablecom may not be able to take control of JYNT upon the occurrence of certain events, such as the imposition of statutory liens, judgments, court orders, death or capacity. If the PRC government proposes new laws or amends current laws that are

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detrimental to the contractual agreements with JYNT, such changes may effectively eliminate our control over the JYNT and our ability to consolidate the financial results of Binzhou Broadcasing, JYNT’s sole operational asset. In addition, if the shareholders of JYNT fail to perform as required under those contractual agreements, China Cablecom will have to rely on the PRC legal system to enforce those agreements and there is no guarantee that it will be successful in an enforcement action.

Furthermore, if China Cablecom, or HZNT, were found to be in violation of any existing PRC laws or regulations, the relevant regulatory authorities would have broad discretion to deal with such violation, including, but not limited to the following:

  levying fines;
  confiscating income; and/or
  requiring a restructure of ownership or operations.

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.

JYNT has entered into a joint venture agreement and a series of services agreements that, pursuant to applicable accounting principles, entitles JYNT to consolidate 60% of the operating results of Binzhou Broadcasting, although JYNT only has a 49% equity interest and the Binzhou SOE has retained control of the joint venture. Because JYNT lacks actual control over Binzhou Broadcasting, JYNT and, China Cablecom through its contractual arrangements with the shareholders of JYNT, are protected in their dealings with the Binzhou SOE only to the extent provided for in the joint venture agreement and the services agreements. If the Binzhou SOE fails to observe the requirements of the joint venture agreement and other services agreements with JYNT, China Cablecom Holdings may have to incur substantial costs and resources to enforce such arrangement, and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which may not be effective. If China Cablecom and the shareholders of JYNT are unable to compel the Binzhou SOE to observe the requirements of the joint venture agreement and the services agreements, China Cablecom may be forced to account for the financial results and position of Binzhou Broadcasting pursuant to different accounting principles, effectively eliminating its sole operational asset.

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.

Binzhou Broadcasting obtains exclusive operating rights by entering into exclusive service agreement with Binzhou SOEs who are 100% owned by different levels of branches of SARFT in Binzhou Municipality. Binzhou SOEs enjoy the right to provide cable access services in its territories. Any foreign-invested enterprise incorporated in the PRC, such as China Cablecom’s subsidiary, HZNT, is prohibited from conducting a business that involving the transmission of broadcast television or the provision of cable access services. Our contractual arrangements with JYNT and its shareholders provide us with the economic benefits of Binzhou Broadcasting. If SARFT determines that our control over JYNT, or relationship with Binzhou Broadcasting through those contractual arrangements is contrary to their generally restrictive approach towards foreign participation in the PRC cable television industry, there can be no assurance that SARFT will not reconsider Binzhou Broadcasting’s eligibility to hold exclusive rights to provide operating services on cable access services to Binzhou SOEs. If that were to happen, China Cablecom might have to discontinue all or a substantial portion of its business pending the approval of exclusive service and operating rights on the required operating permit held by Binzhou SOEs. In addition, if China Cablecom is found to be in violation of any existing or futures PRC laws or regulations, the relevant regulatory authorities, including the SARFT, would have broad discretion in dealing with such violation, including levying fines, confiscating our income, revoking the business licenses or operating licenses of our PRC affiliates and Binzhou SOE, requiring us to restructure the relevant ownership structure or operations, and requiring us to discontinue all or any portion of our operations. Any of these actions could cause significant disruption to our business operations and may materially and adversely affect our business, financial condition and results of operations.

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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.

All of China Cablecom’s assets are located in and all of its revenue is sourced from the PRC. Accordingly, China Cablecom’s business, financial condition, results of operations and prospects will be influenced to a significant degree by political, economic and social conditions in the PRC generally and by continued economic growth in the PRC as a whole.

The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over the PRC’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth over the past decade, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on China Cablecom. For example, China Cablecom’s operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to it. The PRC government has implemented certain measures, including recent interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in the PRC, including a slowing or decline in investment in cable television networks, which in turn could adversely affect our operating results and financial condition.

Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and China Cablecom.

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which legal decisions have limited value as precedents. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in the PRC. These laws and regulations change frequently, and their interpretation and enforcement involve uncertainties. For example, China Cablecom may have to resort to administrative and court proceedings to enforce the legal protections that it enjoys either by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection China Cablecom enjoys than in more developed legal systems. These uncertainties may also impede our ability to enforce the contracts China Cablecom has entered into. As a result, these uncertainties could materially adversely affect China Cablecom’s business and operations.

Risks Relating to the Redomestication Merger

Following consummation of the Redomestication Merger, Jaguar will become 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.

Following the consummation of the Redomestication Merger, the resulting company’s corporate affairs will be governed by its Amended and Restated Memorandum and Amended and Restated

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Articles of Association, the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the ‘‘Act’’) and the common law of the British Virgin Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibility of the directors under British Virgin Islands law are governed by the Act and the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of shareholders and the fiduciary responsibilities of directors under British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. The rights of minority shareholders are set forth below in the section entitled ‘‘The Redomestication Merger Proposal – Rights of Minority Shareholders’’.

British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.

British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain liability provisions of U.S. securities laws that are penal in nature.

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.

Under the laws of the British Virgin Islands, there is some statutory law for the protection of minority shareholders under the Act. The principal protection under statutory law is that shareholders may bring an action to enforce the Amended and Restated Memorandum and Amended and Restated Articles of Association of China Cablecom. The Act sets forth the procedure to bring such a claim. Shareholders are entitled to have the affairs of the company conducted in accordance with the general law and the Amended and Restated Memorandum and Amended and Restated Articles of Association. Pursuant to China Cablecom Holdings’ constitutional documents, the company is obliged to hold an annual general meeting and provide for the election of directors. Companies are not obligated to appoint an independent auditor and shareholders are not entitled to receive the audited financial statements of the company.

There are common law rights for the protection of shareholders that may be invoked (such rights have also now been given statutory footing under the Act; for further discussion of the rights of minority shareholders, see the section entitled ‘‘Rights of Minority Shareholders’’ beginning on page 107), largely dependent on English company law, since the common law of the British Virgin Islands for business companies is limited. Under the general rule pursuant to English company law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors. However, every shareholder is entitled to have the affairs of the company conducted properly according to law and the constituent documents of the corporation. As such, if those who control the company have persistently disregarded the requirements of company law or the provisions of the company’s memorandum or articles of association, then the courts will grant relief. Generally, the areas in which the courts will intervene are the following: (i) an act complained of which is outside the scope of the authorized

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business or is illegal or not capable of ratification by the majority, (ii) acts that constitute fraud on the minority where the wrongdoers control the company, (iii) acts that infringe on the personal rights of the shareholders, such as the right to vote, and (iv) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders, which are more limited than the rights afforded minority stockholders under the laws of many states in the U.S.

The combined company’s working capital could be reduced if stockholders exercise their redemption rights.

Pursuant to Jaguar’s Certificate of Incorporation, holders of shares purchased in Jaguar’s initial public offering (other than Jaguar’s initial stockholders) may vote against the Business Combination and demand that Jaguar redeem their shares into pro rata portions of the trust account, net of taxes payable, as of the record date. Jaguar and China Cablecom will not consummate the Business Combination if holders of 920,000 or more shares exercise these redemption rights. To the extent the Business Combination is consummated and holders have demanded to so redeem their shares, there will be a corresponding reduction in the amount of funds available to the combined company following the Business Combination. As of March 17, 2008, the record date, assuming the Business Combination is approved, the maximum amount of funds that could be disbursed to Jaguar’s stockholders upon the exercise of their redemption rights is approximately $5,335,133.

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.

Outstanding warrants and unit purchase options to purchase an aggregate of 10,483,334 shares of common stock issued in connection with Jaguar’s initial public offering will become exercisable after consummation of the Business Combination. If they are exercised, a substantial number of additional ordinary shares of China Cablecom Holdings will be eligible for resale in the public market, which could adversely affect the 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.

Jaguar’s initial stockholders who purchased common stock prior to its initial public offering are entitled to demand that Jaguar register the resale of their shares at any time after they are released from escrow. In addition, Mr. Ng and the investors in China Cablecom’s bridge financing have the ability to request registration of the shares they will own subsequent to the consummation of the Business Combination on substantially the same terms as enjoyed by such shareholders. If such stockholders exercise their registration rights with respect to all of their shares, there will be an additional 3,183,334 ordinary shares eligible for trading in the public market. The presence of these additional shares may have an adverse effect on the market price of China Cablecom Holdings’ ordinary shares.

Jaguar’s directors and officers have interests in the Business Combination that are different from yours, because if the Business Combination is not approved, their shares may become worthless.

In considering the recommendation of Jaguar’s Board of Directors to vote to approve the Business Combination, you should be aware that Jaguar’s directors, officers and original stockholders have agreements or arrangements that provide them with interests in the Business Combination that differ from, or are in addition to, those of Jaguar stockholders generally. Jaguar’s original stockholders, including its directors and officers, are not entitled to receive any of the funds that would be distributed upon liquidation of the trust account. Therefore, if the Business Combination is not approved, these original shares may become worthless. The personal and financial interests of directors and officers may have influenced their motivation in identifying and selecting a target business and in timely completion of a business combination. Consequently, their discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in the best interests of Jaguar’s stockholders.

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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 has never declared or paid any cash dividends on its shares of common stock. Post-merger, China Cablecom Holdings currently intends to retain all future earnings, if any, for use in the operations and expansion of the business. As a result, China Cablecom Holdings does not anticipate paying cash dividends in the foreseeable future. Any future determination as to the declaration and payment of cash dividends will be at the discretion of China Cablecom Holdings’ Board of Directors and will depend on factors China Cablecom Holdings’ Board of Directors deems relevant, including among others, China Cablecom Holdings’ results of operations, financial condition and cash requirements, business prospects, and the terms of China Cablecom Holdings’ credit facilities, if any, and any other financing arrangements. Accordingly, realization of a gain on stockholders’ investments will depend on the appreciation of the price of China Cablecom Holdings’ ordinary shares. There is no guarantee that China Cablecom Holdings’ ordinary shares will appreciate 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.

Jaguar’s securities are quoted on the Over-the-Counter Bulletin Board (‘‘OTC BB’’), a FINRA-sponsored and operated inter-dealer automated quotation system. Subsequent to the Redomestication Merger and the Business Combination, it is expected that China Cablecom Holdings’ ordinary shares will be eligible for quotation on the OTC BB. Quotation of China Cablecom Holdings’ securities on the OTC BB will limit the liquidity and price of its securities more than if the securities were quoted or listed on Nasdaq.

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.

Section 7874(b) (‘‘Section 7874(b)’’) of the Internal Revenue Code of 1986, as amended, (the ‘‘Code’’) generally provides that a corporation organized outside the United States which acquires, directly or indirectly, pursuant to a plan or series of related transactions substantially all of the assets of a corporation organized in the United States will be treated as a domestic corporation for U.S. federal income tax purposes if shareholders of the acquired corporation own at least 80% (of either the voting power or the value) of the stock of the acquiring corporation after the acquisition. If Section 7874(b) were to apply to the Redomestication Merger, then China Cablecom Holdings, as the surviving entity, would be subject to U.S. federal income tax on its worldwide taxable income following the Redomestication Merger and Business Combination as if China Cablecom Holdings were a domestic corporation.

Although it is not expected that Section 7874(b) will apply to treat China Cablecom Holdings as a domestic corporation for U.S. federal income tax purposes, due the absence of full guidance on how the rules of Section 7874(b) will apply to the transactions contemplated by the Redomestication Merger and Business Combination, this result is not entirely free from doubt. As a result, stockholders and warrant holders are urged to consult their own tax advisors on this issue. The balance of this discussion assumes that China Cablecom Holdings will be treated as a foreign corporation for U.S. federal income tax purposes.

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.

As a result of the Redomestication Merger, Jaguar should recognize gain (but not loss) for U.S. federal income tax purposes equal to the excess, if any, of the fair market value of each of its assets over such asset’s adjusted tax basis at the effective time of the Redomestication Merger. Since any such gain will be determined based on the value of its assets at that time, the amount of such gain (and any U.S. federal income tax liability to Jaguar by reason of such gain) cannot be determined at this time. In addition, because it is expected that former shareholders of Jaguar would own at least 60 % (but less than 80 %) of the shares of China Cablecom Holdings following the Redomestication Merger and Business Combination, any such gain could not be reduced by any net operating losses

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otherwise available to Jaguar. Stockholders and warrant holders are urged to consult their own tax advisors on this tax issue and other tax issues in connection with the Redomestication Merger.

There is a risk that China Cablecom Holdings will be classified as a passive foreign investment company, or ‘‘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.

China Cablecom Holdings will be treated as a PFIC for any taxable year in which either (1) at least 75% of its gross income (looking through certain corporate subsidiaries) is passive income or (2) at least 50% of the average value of its assets (looking through certain corporate subsidiaries) produce, or are held for the production of, passive income. Passive income generally includes dividends, interest, rents, royalties, and gains from the disposition of passive assets. If China Cablecom Holdings were a PFIC for any taxable year during which a U.S. holder held its ordinary shares or warrants, the U.S. holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. Based on the expected composition of the assets and income of China Cablecom Holdings and its subsidiaries after the Redomestication Merger and Business Combination, it is not anticipated that China Cablecom Holdings will be treated as a PFIC following the Redomestication Merger and Business Combination. The actual PFIC status of China Cablecom Holdings for any taxable year, however, will not be determinable until after the end of its taxable year, and accordingly there can be no assurance as to status of China Cablecom Holdings as a PFIC for the current taxable year or any future taxable year. We urge U.S. holders to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. holders, see ‘‘Material United States Federal Income Tax Considerations – Tax Consequences to U.S. Holders of Common Stock and Warrants of China Cablecom Holdings – Passive Foreign Investment Company Rules.’’

The tax opinion provided to Jaguar does not provide a ‘‘will’’ level of comfort on the tax issues discussed in the tax disclosure and does not address all tax issues, including those that are dependent on future facts or events.

Loeb & Loeb LLP, as special United States counsel to Jaguar, has provided an opinion to Jaguar (which has been filed as Exhibit 8.1 to the Registration Statement of which this proxy statement/prospectus forms a part) that, subject to the assumptions, limitations and qualifications stated therein and herein, Loeb & Loeb LLP has confirmed and adopted as its opinion the statements of U.S. federal income tax law as set forth herein under the caption ‘‘Material United States Federal Income Tax Considerations’’ (the ‘‘tax disclosure’’). Such opinion represents counsel’s best legal judgment, and no assurance can be given that contrary positions may not be taken by the Internal Revenue Service (‘‘IRS’’) or a court considering the tax issues discussed in the tax disclosure. Also, because of the absence of guidance directly on point as to how the transactions contemplated by the Redomestication Merger and Business Combination or otherwise discussed in the tax disclosure would be treated for U.S. federal income tax purposes, the word ‘‘should’’ and not ‘‘will’’ is generally used throughout the tax disclosure in order to indicate a degree of uncertainty that is less than the significant doubt behind a ‘‘more-likely-than-not’’ opinion, but that is greater than under a ‘‘will’’ opinion. In addition, the word ‘‘should’’ is used because the tax disclosure is a general discussion and does not address all tax issues that may be relevant to all stockholders or warrant holders (including those that are subject to special rules under the Code). Moreover, certain tax issues that are discussed in the tax disclosure are dependent on future facts or events, such as whether China Cablecom Holdings will be classified as a PFIC for U.S. federal income tax purposes following the Redomestication Merger and Business Combination, and therefore cannot be covered by a tax opinion. Accordingly, each stockholder and warrant holder is urged to consult its own tax advisor on the tax issues discussed in the tax disclosure and how they may relate to the holder’s particular circumstances. See ‘‘Material United States Federal Income Tax Considerations.’’

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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.

Subject to there being a current prospectus under the Securities Act of 1933, China Cablecom Holdings may redeem all of Jaguar’s currently outstanding warrants at any time after they become exercisable at a price of $.01 per warrant, upon a minimum of 30 days prior written notice of redemption, if and only if, the last sale price of China Cablecom’s ordinary shares equals or exceeds $8.50 per share for any 20 trading days within a 30 trading day period ending three business days before China Cablecom Holdings sends the notice of redemption. Calling all of such warrants for redemption could force the warrant holders:

To exercise the warrants and pay the exercise price for such warrants at a time when it may be disadvantageous for the holders to do so;

To sell the warrants at the then current market price when they might otherwise wish to hold the warrants; or

To accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

Jaguar’s warrant holders may not be able to exercise their warrants, which may create liability for Jaguar.

Holders of the warrants Jaguar issued in its initial public offering and private placement will be able to receive shares upon exercise of the warrants only if (i) a current registration statement under the Securities Act of 1933 relating to the shares of its common stock underlying the warrants is then effective and (ii) such shares are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of warrants reside. Although Jaguar has agreed to use its best efforts to maintain a current registration statement covering the shares underlying the warrants to the extent required by federal securities laws, which obligation China Cablecom Holdings will assume pursuant to the Redomestication Merger and with which it intends to comply, China Cablecom Holdings cannot assure that it will be able to do so. In addition, some states may not permit China Cablecom Holdings to register the shares issuable upon exercise of its warrants for sale. The value of the warrants will be greatly reduced if a registration statement covering the shares issuable upon the exercise of the warrants is not kept current or if the securities are not qualified, or exempt from qualification, in the states in which the holders of warrants reside. Holders of warrants who reside in jurisdictions in which the shares underlying the warrants are not qualified and in which there is no exemption will be unable to exercise their warrants and would either have to sell their warrants in the open market or allow them to expire unexercised. If and when the warrants become redeemable by China Cablecom Holdings, China Cablecom Holdings may exercise its redemption right even if it is unable to qualify the underlying securities for sale under all applicable state securities laws. Since China Cablecom Holdings’ obligations in this regard are subject to a ‘‘best efforts’’ standard, it is possible that, even if China Cablecom Holdings is able to successfully assert a defense to a claim by warrant holders due to the impossibility of registration, a court may impose monetary damages on China Cablecom Holdings to compensate warrant holders due to the change in circumstances that led to China Cablecom Holdings being unable to fulfill its obligations.

If holders of 920,000 or more of the shares of Jaguar’s common stock purchased in Jaguar’s initial public offering (which number represents 20% or more of the common stock sold in Jaguar’s initial public offering) decide to vote against the Business Combination and opt to convert their shares to cash, Jaguar may be forced to dissolve and liquidate, stockholders may receive less than $5.80 per share, and Jaguar’s warrants may expire worthless.

Under the terms of Jaguar’s Certificate of Incorporation, if holders of 920,000 or more of the shares of Jaguar’s common stock purchased in Jaguar’s initial public offering (which number represents 20% or more of the common stock issued in its initial public offering) decide to vote against the acquisition and opt to convert their shares to cash, Jaguar may ultimately be forced to dissolve and liquidate. To avoid being required to liquidate, as provided in its charter, Jaguar entered

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a letter of intent relating to a business combination on October 18, 2006, as a result Jaguar is allowed an additional six months to complete the business combination to avoid liquidation. Under its charter as currently in effect, if Jaguar does not acquire at least majority control of a target business by April 13, 2008, Jaguar will dissolve and distribute to its public stockholders the amount in the trust account plus any remaining net assets. Following dissolution, Jaguar would no longer exist as a corporation. If Jaguar does not consummate the acquisition of China Cablecom by that time, it will be forced to dissolve and liquidate in accordance with the provisions of Delaware law.

In any liquidation, the net proceeds of Jaguar’s initial public offering and private placement and the deferred underwriting compensation held in the trust account, plus any interest earned thereon (net of taxes payable, will be distributed on a pro rata basis to the holders of Jaguar’s common stock issued in Jaguar’s initial public offering. As of February 29, 2008, and assuming Jaguar expended all of the funds not in the trust account, the per-share liquidation price would have been approximately $5.80, or $0.20 less than the price ($6.00 per unit) that Jaguar sold each unit for in its initial public offering. The proceeds deposited in the trust account could, however, become subject to the claims of Jaguar’s creditors which could be prior to the claims of Jaguar’s public stockholders. Jaguar cannot assure you that the actual per-share liquidation price will not be less than $5.80, due to claims of creditors. Furthermore, there will be no distribution with respect to Jaguar’s outstanding warrants and, accordingly, the warrants will expire worthless.

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SELECTED SUMMARY HISTORICAL FINANCIAL INFORMATION

You are being provided the following financial information to assist you in your analysis of the financial aspects of the Business Combination with China Cablecom. China Cablecom’s historical, stand-alone results of operations prior to the acquisition of Binzhou Broadcasting are insignificant and not reflective of the results of operations it anticipates immediately following the consummation of the proposed transactions included in this proxy statement/prospectus. Accordingly, selected summary historical financial information relating to the acquisition of Binzhou Broadcasting has been provided to assist investors in evaluating the historical performance of these businesses.

China Cablecom’s balance sheet data as of December 31, 2006 and the statement of operations data for the period from October 6, 2006 (inception) to December 31, 2006 are derived from China Cablecom’s financial statements audited by UHY LLP, independent registered public accountants, which are included elsewhere in this proxy statement/prospectus.

China Cablecom’s balance sheet data as of December 31, 2007 and the statement of operations data for the year ended December 31, 2007 are derived from China Cablecom’s financial statements audited by UHY ZTHZ HK CPA Limited, independent registered public accountants, which are included elsewhere in this proxy statement/prospectus.

Jaguar’s balance sheet data as of March 31, 2007 and 2006 and the statements of operations data for the period from June 2, 2005 (inception) to March 31, 2006 and for the year ended March 31, 2007, are derived from Jaguar’s financial statements audited by BDO Seidman, LLP, independent registered public accountants, which are included elsewhere in this proxy statement/prospectus.

Jaguar’s balance sheet data as of December 31, 2007 and the statement of operations data for the nine months ended December 31, 2007 and 2006 and for the period from June 2, 2005 (inception) to December 31, 2007, are derived from Jaguar’s unaudited interim financial statements which are included elsewhere in this proxy statement/prospectus. In the opinion of Jaguar’s management, the unaudited interim financial statements include all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of such financial statements.

Binzhou SOE’s balance sheet data as of December 31, 2007, 2006 and 2005 and the statement of operations data for the nine months ended September 30, 2007 and for the years ended December 31, 2006 and 2005, are derived from Binzhou SOE’s financial statements audited by UHY ZTHZ HK CPA Limited, independent registered public accountants, which are included elsewhere in this proxy statement/prospectus.

Historical financial information for Binzhou SOE for the years ended December 31, 2004 and 2003 has not been provided as the underlying businesses of Binzhou SOE have been operated principally as five autonomous companies that were directly or indirectly owned by state-owned entities of different branches of SARFT. In connection with a consolidation effort, various network assets and businesses related to the entities China Cablecom acquired were aggregated into a single legal entity by local branches of SARFT. Historically, the various network assets and businesses operated autonomously and they employed their own financial staff and accounted for their day-to-day operations independently. Financial information and records of these entities were not maintained on a consistent basis and depended largely on the understanding and management of the local financial and accounting staff. None of China Cablecom’s current senior financial managers and accountants was a member of our financial staff between 2002 and 2004, and as a result, its current senior financial management members are unfamiliar with the records and record keeping practices of the affiliated entities in these periods. Therefore, China Cablecom is unable to prepare reliable selected financial data as of and for the years ended December 31, 2004 and 2003 without significant additional effort and expense.

The selected financial information of China Cablecom, Binzhou SOE, and Jaguar is only a summary and should be read in conjunction with each company’s historical financial statements and related notes and ‘‘China Cablecom’s Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and ‘‘Jaguar Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ contained elsewhere in this proxy statement/prospectus. The

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information presented may not be indicative of future performance of China Cablecom, Binzhou SOE, Jaguar or the combined companies resulting from the Redomestication Merger and the Business Combination.

CHINA CABLECOM HISTORICAL FINANCIAL INFORMATION
(in thousands, except per share amounts)


  For the period from
October 6, 2006
(inception) to
December 31, 2006
Year ended
December 31, 2007(1)
     
Income Statement Data:    
Revenue $ $ 1,995
Cost of revenue (1,017 ) 
Gross profit 978
Operating expenses 73 (1,660 ) 
Loss from operations (73 )  (682 ) 
Interest (expense) income, net (1,408 ) 
Other income (expense), net (4 ) 
Loss before income taxes (73 )  (2,094 ) 
Income tax expense (40 ) 
Loss before noncontrolling interest (73 )  (2,134 ) 
Noncontrolling interest (21 ) 
Net loss $ (73 )  $ (2,155 ) 
     
Net loss per share $ (73.11 )  $ (1.13 ) 
     
Weighted average number of shares - basic and full diluted 1 1,900

  As of
  December 31,
2006
December 31,
2007
     
Balance Sheet Data:    
Total assets $ 56 $ 69,496
Long-term debt, including current portion 51,361
Stockholders’ equity (deficit) (72 )  1,702
(1) The operations of Binzhou Broadcasting for the three months ended December 31, 2007 are reflected in the historical financial statements of China Cablecom for the year ended December 31, 2007.

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BINZHOU SOE HISTORICAL FINANCIAL INFORMATION
(in thousands)


  Nine months ended
September 30,
Year ended December 31,
  2007(1) 2006 2005
       
Income Statement Data:      
Revenues $ 5,020 $ 8,288 $ 7,804
Cost of revenues (2,680 )  (2,803 )  (2,738 ) 
Gross profit 2,340 5,485 5,066
Operating expenses (1,807 )  (1,712 )  (1,438 ) 
Income from operations 533 3,773 3,628
Interest expense (717 )  (721 )  (703 ) 
Other income (expense), net 406 103 59
Income before income tax expense 222 3,155 2,984
Income tax expense (198 )  (230 )  (122 ) 
Net income $ 24 $ 2,925 $ 2,862

  As of
  September 30,
2007(1)
December 31,
2006
December 31,
2005
       
Balance Sheet Data:      
Total assets $ 24,812 $ 23,840 $ 23,998
Long-term debt, including current portion
Stockholders’ equity 10,917 11,297 9,056
(1) Derived from the audited financial statements of Binzhou SOE as of and for the nine months ended September 30, 2007, prior to the formation Binzhou Broadcasting which occurred on October 1, 2007.

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JAGUAR HISTORICAL FINANCIAL INFORMATION
(in thousands, except per share data)


  For the period
from June 2, 2005
(inception) to
March 31, 2007
Year ended
March 31, 2007
Nine months ended December 31, For the period
from June 2, 2005
(inception) to
December 31, 2007
  2007 2006
      (unaudited)  
Income Statement Data:          
Revenue $ $ $ $ $
Interest income 894 699 670 1,591
Net income (loss) (1 )  584 370 466 952
Accretion of Trust Account related to common stock subject to possible conversion (178 )  (140 )  (134 )  (318 ) 
Net income (loss) attributable to common stockholders (1 )  405 230 332 634
Net income (loss) per share attributable to common stock subject to possible conversion 0.19 0.15 0.15  
Net income (loss) per share attributable to common stockholders 0.09 0.05 0.07  

  As of
  March 31,
2006
March 31,
2007
December 31,
2007
      (unaudited)
Balance Sheet Data:      
Total assets (including cash and cash equivalents held in Trust Fund) $ 111 $ 26,433 $ 27,622
Total liabilities 87 200 1,019
Common stock subject to possible conversion 5,190 5,329
Stockholders’ equity 24 21,043 21,273

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SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
JAGUAR AND CHINA CABLECOM

The Business Combination will be accounted for under the purchase method of accounting as a reverse acquisition in accordance with US GAAP for accounting and financial reporting purposes since the former controlling shareholder of China Cablecom will have effective control of the Board of Directors of China Cablecom Holdings after the Business Combination and the Redomestication Merger through (i) the ability to initially appoint a majority of the post-merger board of directors under the Merger Agreement (representing effective voting control over 22% of China Cablecom’s outstanding shares upon the consummation of the Business Combination, assuming full participation in the Redomestication Merger and no exercise of redemption or appraisal rights), and (ii) the benefit of voting agreements that the current holders of approximately 15% of Jaguar’s shares of common stock intend to enter into to vote in favor of future board of director nominees of such controlling shareholder of China Cablecom, resulting in significant influence in the election of directors at future shareholder meetings, and day-to-day control of post-merger China Cablecom Holdings, being controlled by this individual after the consummation of the Business Combination and the Redomestication Merger. As a group, the former Jaguar shareholders will retain the largest voting interest in the combined entity after the consummation of the Business Combination. However, if the Performance Shares are earned by Mr. Clive Ng, then the former shareholders of China Cablecom would retain the largest voting interest in the combined entity after the consummation of the Business Combination. Under this method of accounting, Jaguar will be treated as the ‘‘acquired’’ company for financial reporting purposes. In accordance with guidance applicable to these circumstances, the Business Combination will be considered to be a capital transaction in substance. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of China Cablecom issuing stock for the net monetary assets of Jaguar, accompanied by a recapitalization. The net monetary assets of Jaguar will be stated as their fair value, essentially equivalent to historical costs, with no goodwill or other intangible assets anticipated to be recorded. The accumulated earnings deficit of China Cablecom will be carried forward after the Business Combination and the Redomestication Merger. Operations prior to the Business Combination and the Redomestication Merger will be those of China Cablecom.

The acquisition of Binzhou Broadcasting by China Cablecom will be accounted for under the purchase method of accounting. The purchase price allocation, including the valuation of Binzhou Broadcasting’s assets to be acquired and their respective liabilities to be assumed, is preliminary and will be subject to a final determination upon our closing of the respective acquisitions. The final determination of the purchase price allocation may result in material allocation differences when compared to this preliminary allocation and the impact of the revised allocation may have a material effect on the actual results of operations and financial position of the combined entities. As a result of the application of purchase accounting, the accounts in the stockholders’ equity section of the balance sheet of Binzhou Broadcasting were eliminated.

The unaudited pro forma combined financial information presented below reflects the merger as a recapitalization of China Cablecom. The following selected unaudited pro forma combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma combined balance sheet and related notes thereto included elsewhere in this proxy statement/prospectus.

The following unaudited pro forma condensed financial information has been prepared using two different levels of approval of the acquisition by Jaguar’s stockholders, as follows:

  Assuming No Redemption of Shares: This presentation assumes that no stockholders exercised their redemption rights; and
  Assuming Redemption of 19.99% of Shares: This presentation assumes that holders of only 19.99% of Jaguar’s outstanding common stock exercise their redemption rights.

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Pro Forma Condensed Combined Statements of Operations Data
(in thousands, except per share amounts)


  Year ended
December 31, 2007
Revenues $ 7,015
Income (loss) from operations $ (1,498 ) 
Net loss $ (6,425 ) 
Net loss per share – basic and diluted, assuming no redemption of shares $ (0.94 ) 
Shares used in computation of basic and diluted net income per share, assuming no redemption of shares 6,864
Net loss per share – basic and diluted, assuming redemption of 19.99% of shares $ (1.08 ) 
Shares used in computation of basic and diluted net income per share, assuming redemption of 19.99% of shares 5,944

Pro Forma Condensed Combined Balance Sheet Data
(in thousands)


  At December 31, 2007
  Assuming No
Redemption of
Shares(1)
Assuming
Redemption
of 19.99% of
Shares(2)
Total assets $ 73,397 $ 68,067
Long-term debt 41,366 41,366
Common stock subject to conversion
Stockholders’ equity 27,516 22,186
Notes:
(1) Assumes that no Jaguar shareholders seek conversion of their Jaguar stock into pro rata shares of the trust account.
(2) Assumes that 919,540 shares of Jaguar common stock were converted into their pro rata share of the trust account.

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COMPARATIVE PER SHARE DATA

The following table sets forth unaudited pro forma combined per share ownership information of Jaguar and China Cablecom after giving effect to the merger, assuming both no conversions and redemption of 19.99% of shares by Jaguar stockholders. You should read this information in conjunction with the selected summary historical financial information included elsewhere in this proxy statement, and the historical financial statements of Jaguar and China Cablecom and related notes that are included elsewhere in this proxy statement. The unaudited Jaguar and China Cablecom pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below do not purport to represent the earnings per share which would have occurred had the companies been combined, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Jaguar and China Cablecom would have been had the companies been combined.


  Jaguar China
Cablecom
Combined
Company
  (in thousands, except per share data)
Number of shares of common stock outstanding upon consummation of the merger:      
Assuming no conversions(1) 5,717 2,067 7,784
Assuming redemption of 19.99% of shares(2) 4,797 2,067 6,864
Earnings (loss) per share – historical year ended
December 31, 2007
$ 0.05 $ (1.13 )   
Earnings (loss) per share – pro forma year ended
December 31, 2007
     
Assuming no conversions $ (0.94 ) 
Assuming redemption of 19.99% of shares $ (1.08 ) 
Book value – historical December 31, 2007 $ 21,273 $ 1,702  
Book value – pro forma December 31, 2007      
    Assuming no conversions $ 27,516
    Assuming redemption of 19.99% of shares $ 22,186
Book value per share – pro forma year ended
December 31, 2007
     
Assuming no conversions $ 3.53
Assuming redemption of 19.99% of shares $ 3.23
(1) Assumes that no Jaguar stockholders seek conversion of their Jaguar stock into pro rata shares of the trust account.
(2) Assumes that 919,540 shares of Jaguar common stock were converted into their pro rata share of the trust account.

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PRICE RANGE OF SECURITIES AND DIVIDENDS

Jaguar

Jaguar’s common stock, warrants and units are quoted on the OTC BB under the symbols JGAC, JGACW and JGACU, respectively. The closing price for these securities on October 30, 2007, the last trading day before announcement of the entering into of the Merger Agreement, was $6.75, $2.50 and $12.00, respectively. The closing price for the securities on March 14, 2008, the most recent trading day practicable before the date of this proxy statement/prospectus, was $6.90, $1.75 and $10.70, respectively.

Jaguar units commenced public trading on April 6, 2006, and common stock and warrants commenced public trading on June 26, 2006. The table below sets forth, for the calendar quarters indicated, the high and low bid prices for the securities as reported on the OTC BB in U.S. dollars. These quotations reflect inter-dealer prices, without markup, markdown or commissions, and may not represent actual transactions.


  Common Stock Warrants Units
  High Low High Low High Low
  (US$)
2006 $ 5.52 $ 5.10 $ 0.94 $ 0.47 $ 8.00 $ 6.17
Second Quarter* 5.10 5.10 0.60 0.47 8.00 6.17
Third Quarter 5.40 5.10 0.94 0.48 7.25 6.17
Fourth Quarter 5.52 5.25 0.94 0.65 7.30 6.50
2007 7.40 5.35 1.20 0.80 7.83 7.10
First Quarter 5.57 5.35 1.20 0.80 7.83 7.10
Second Quarter 5.90 5.53 1.22 1.04 8.35 7.65
Third Quarter 6.00 5.63 1.65 1.00 9.37 7.70
Fourth Quarter 7.44 6.00 2.59 1.67 12.44 9.25
2008            
First Quarter (through March 14, 2008) 7.45 6.43 2.67 1.70 12.70 10.55
* The stock prices from the Second Quarter of 2006 begin on the dates which our securities first commenced trading.

Holders of Jaguar common stock, warrants and units should obtain current market quotations for their securities. The market price of these securities could vary at any time before the merger is completed.

Jaguar anticipates that China Cablecom Holdings’ securities will continue to be quoted on the OTC BB after the Business Combination. There can be no assurance that a trading market will develop for these securities.

Holders of Jaguar.    As of March 14, 2008 there were, of record, 168 holders of common stock, 179 holders of warrants, and 28 holders of units. Jaguar believes the number of beneficial holders of each of these securities is significantly greater than the number of record holders.

Dividends.    Jaguar has not paid any dividends on its common stock to date and does not intend to pay dividends prior to the completion of a business combination.

China Cablecom

China Cablecom securities are not publicly traded.

Holders.    As of March 14, 2008 there was one record holder of China Cablecom’s Ordinary Shares.

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Post Business Combination

The payment of dividends by China Cablecom Holdings in the future will be contingent upon revenues and earnings, if any, capital requirements and the general financial condition subsequent to completion of the merger. The payment of any dividends subsequent to that time will be within the discretion of the Board of Directors serving at that time. It is the present intention of the Board to retain all earnings, if any, for use in business operations and, accordingly, it does not anticipate declaring any dividends in the foreseeable future. Loans or credit facilities may also limit China Cablecom Holdings’ ability to pay dividends.

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THE JAGUAR SPECIAL MEETING

Jaguar is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the Board of Directors for use at the special meeting in connection with the proposed Redomestication Merger of Jaguar to the British Virgin Islands and the proposed Business Combination with China Cablecom. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place.    Jaguar will hold the special meeting at 9:00 a.m., Eastern standard time, on April 9, 2008, at 8 Tower Bridge, Suite 1050, 161 Washington Street, Conshohocken, Pennsylvania 19428 to vote on the proposals.

Purpose.    At the special meeting, holders of Jaguar common stock will be asked to approve:

a.  The merger of Jaguar with and into China Cablecom Holdings, Ltd. (‘‘China Cablecom Holdings’’), its wholly-owned British Virgin Islands subsidiary, for the purpose of redomesticating Jaguar to the British Virgin Islands as part of the acquisition of China Cablecom Ltd., a private British Virgin Islands company (the ‘‘Redomestication Merger’’). In connection with the Redomestication Merger, Jaguar will change its name to China Cablecom Holdings, Ltd. and adopt the Amended and Restated Memorandum and Amended and Restated Articles of Association of China Cablecom Holdings, which are equivalent to Jaguar’s Certificate of Incorporation and By-laws, respectively – this proposal is called the ‘‘Redomestication Merger Proposal’’;
b.  The proposed merger of China Cable Merger Co., Ltd., a wholly-owned British Virgin Islands subsidiary of China Cablecom Holdings (‘‘China Cable Merger Co.’’), with and into China Cablecom, resulting in China Cablecom becoming a wholly-owned subsidiary of China Cablecom Holdings (the ‘‘Business Combination’’) and the transactions contemplated by the merger agreement dated October 30, 2007 by and among Jaguar, China Cablecom and Clive Ng, as the principal shareholder of China Cablecom (‘‘Merger Agreement’’), pursuant to which China Cablecom Holdings will pay China Cablecom’s shareholders an aggregate merger consideration of 2,066,680 shares of China Cablecom Holdings ordinary shares (valued at approximately $14,260,092, based on the closing price of the common stock on March 14, 2008) and China Cablecom Holdings will assume $20 million in outstanding debt of China Cablecom – this proposal is called the ‘‘Business Combination Proposal’’ You should note that, after the consummation of the business combination, pursuant to consulting and incentive stock award agreements, China Cablecom Holdings may potentially issue up to 8,120,000 additional ordinary shares to certain of its officers and directors (or their affiliates) upon its achievement of EBITDA financial goals for fiscal years 2008 through 2011. As of the date hereof, such ordinary shares represented $56,028,000 in aggregate, based on the closing sale price of a share of Jaguar’s common stock on March 14, 2008;
c.  The adoption of China Cablecom Holdings’ 2007 Omnibus Securities and Incentive Plan, which provides for the grant of up to 10,000,000 ordinary shares of China Cablecom Holdings or cash equivalents to directors, officers, employees and/or consultants of China Cablecom Holdings and its subsidiaries – this proposal is called the ‘‘Incentive Plan Proposal’’; and
d.  Approval of the potential issuance of up to 8,120,000 ordinary shares (‘‘Performance Shares’’), pursuant to consulting and other arrangements to certain of Jaguar’s and China Cablecom’s insiders or their respective affiliates in connection with the Business Combination upon the achievement of certain financial goals of China Cablecom Holdings following the Business Combination, and the payment of Jaguar’s cash bonuses to certain officers and directors of Jaguar and China Cablecom following the exercise of existing warrants after the Business Combination – this proposal is called the ‘‘Performance Share Proposal’’;
e.  Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies – this proposal is called the ‘‘Adjournment and Postponement Proposal.’’

Pursuant to Jaguar’s Certificate of Incorporation and the Merger Agreement, Jaguar is required to obtain stockholder approval of the Business Combination with China Cablecom. Pursuant to the

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Merger Agreement, the Redomestication Merger and the Performance Share Proposal will not be consummated unless the Business Combination is also approved. Similarly, the Business Combination and grant of Peformance Shares will not take place if the Redomestication Merger is not approved and the Business Combination and Redomestication Merger will not be consummated unless the grant of Peformance Shares is also approved. If China Cablecom’s Board of Directors chooses to waive those conditions to the Business Combination, Jaguar will still not be able to go forward with the Business Combination. The approval of the Incentive Plan Proposal is not a condition to consummation of the Business Combination, the Redomestication Merger or the grant of Performance Shares.

Jaguar’s Board of Directors determined that the Redomestication Merger, the Business Combination, the adoption of the 2007 Omnibus Securities and Incentive Plan and the Performance Share Proposal are fair to and in the best interests of Jaguar and its stockholders, approved and declared each of them advisable, and recommends that Jaguar stockholders vote ‘‘FOR’’ (i) the Redomestication Merger, (ii) the Business Combination, (iii) the adoption of the 2007 Omnibus Securities and Incentive Plan, (iv) the Performance Share Proposal and (v) the approval of any adjournment or postponement of the special meeting. The Board of Directors has also determined that the fair market value of China Cablecom is at least 80% of Jaguar’s net assets, which is necessary to satisfy the provisions of its certificate of incorporation enabling it to consummate the Business Combination.

The special meeting has been called only to consider approval of the Redomestication Merger Proposal, the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment or Postponement Proposal of the special meeting. Under Delaware law and Jaguar’s bylaws, no other business may be transacted at the special meeting.

Record Date; Who is Entitled to Vote.    The ‘‘record date’’ for the special meeting is March 17, 2008. Record holders of Jaguar common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 5,716,667 outstanding shares of Jaguar common stock, of which 4,600,000 shares were sold to the public in Jaguar’s IPO. Each share of common stock is entitled to one vote per proposal at the special meeting. Jaguar’s warrants do not have voting rights.

Pursuant to letter agreements with Jaguar, Jaguar’s initial stockholders have agreed to vote 1,116,667 of their shares, which were owned by them prior to the IPO, as well as those included in the insider units sold to certain of Jaguar’s initial stockholders and their affiliates simultaneously with the consummation of the IPO, in accordance with the vote of the holders of a majority of the public shares on the Business Combination Proposal in person or by proxy at the meeting. If holders of a majority of the public shares cast at the meeting vote for or against, or abstain with respect to, a proposal, the initial stockholders will cast the 1,116,667 shares in the same manner as such majority votes on such proposal. No initial stockholders will demand redemption of any shares owned by them. The initial holders intend to vote all of their shares in favor of the Redomestication Merger Proposal and abstain from the Performance Share Proposal and the Incentive Plan Proposal. The 1,116,667 shares that Jaguar’s initial stockholders will vote in favor of the Redomestication Merger represent 19.53% of Jaguar’s outstanding shares of common stock. By voting these shares for the Redomestication Merger, Jaguar’s initial stockholders increase the number of shares held by Jaguar’s public stockholders that must be voted against the Redomestication Merger Proposal to reject the proposal.

Jaguar shareholders are being asked to approve actions that will be taken by China Cablecom Holdings (including the entry into of the Business Combination and related transactions) as the Amended and Restated Memorandum and Amended and Restated Articles of Association of China Cablecom Holdings was filed with the Resigtrar of Corporate Affairs in the British Virgin Islands Companies Registry on February 5, 2008 to include protective provisions substantially identical to those contained in Jaguar’s Certificate of Incorporation at the time of its IPO. As a result, immediately following the completion of the Redomestication Merger, the charter documents of China Cablecom Holdings will require that the majority of the shares issued in Jaguar’s initial public offering

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approve its Business Combination with China Cablecom. Since the laws of the British Virgin Islands also require the affirmative vote of a majority of the shares of China Cablecom and China Cable Merger Co., the sole shareholder of each such corporation will be approving such actions by written consent, effective upon receipt of corresponding approval of Jaguar’s shareholders. Such action by written consent, together with the approval by Jaguar’s shareholders at the Special Meeting, will be effective under British Virgin Islands law and China Cablecom Holding’s amended charter documents.

Vote Required.    Approval of the Business Combination requires the affirmative vote of a majority of the votes cast at the special meeting. Approval of the Redomestication Merger Proposal will require the affirmative vote of a majority of the outstanding shares of Jaguar’s common stock, provided there is a quorum and that the Business Combination is also approved. Approval of the Performance Share Proposal will require the affirmative vote of holders of a majority of Jaguar’s Common Stock represented in person or by proxy and entitled to vote at the Special Meeting, provide there is a quorum and that the Business Combination is also approved. The Incentive Plan Proposal and the Adjournment and Postponement Proposal will require the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote at the meeting. If the stockholders approve the Business Combination, the Business Combination will only proceed if holders of shares purchased in Jaguar’s IPO, representing less than 20% of the total shares sold in the IPO, exercise their redemption rights. Jaguar’s Board of Directors will abandon the Business Combination if holders of 920,000 or more of the shares of common stock issued in Jaguar’s IPO (which number represents 20% of the total shares sold in Jaguar’s IPO) vote against the Business Combination and exercise their right to redeem their shares into a pro rata portion of the trust account. In addition, pursuant to the Merger Agreement, it is a condition to the obligation of Jaguar and China Cablecom to consummate the Business Combination that the Redomestication Merger Proposal and the Performance Share Proposal be approved by Jaguar’s stockholders. If the Business Combination is approved, but the Redomestication Merger and the Performance Share Proposals are not approved, Jaguar will still not be able to go forward with the Business Combination with China Cablecom.

Abstaining from voting or not voting on a proposal (including broker non-votes), either in person or by proxy or voting instruction, will not have an effect on the vote relating to the Business Combination, since Jaguar’s Certificate of Incorporation provides that only votes cast at the meeting will count toward the vote on the Business Combination. An abstention will not count toward the 20% ‘‘against and redeeming’’ vote that would result in the Business Combination’s abandonment, and you would be unable to exercise any redemption rights upon approval of the Business Combination. With respect to the Redomestication Merger Proposal an abstention or a broker non-vote will have the same effect as a vote against the proposal. With respect to the Incentive Plan Proposal and the Performance Share Proposal, an abstention will have the same effect as a vote against the proposal; however, a broker non-vote will have no impact on the vote on the proposal. If the proposals relating to the Redomestication Merger and the Performance Share Proposal are not approved, and if China Cablecom’s Board of Directors chooses not to waive either of those conditions to the Business Combination relating to the approval of the plan by Jaguar’s stockholders, Jaguar will not be able to go forward with the Business Combination with China Cablecom.

Broker Non-Votes.    A broker non-vote occurs when a broker submits a proxy card with respect to shares held in a fiduciary capacity (typically referred to as being held in ‘‘street name’’) but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include the election of directors and ratification of auditors. The matters currently planned to be considered by the stockholders are not routine matters. As a result, brokers can only vote the Jaguar shares if they have instructions to do so. Broker non-votes will not be counted in determining whether the proposals to be considered at the meeting are approved.

Voting Your Shares.    Each share of common stock that you own in your name entitles you to one vote per proposal. Your proxy card shows the number of shares you own.

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There are three ways to vote your shares at the special meeting:

By signing and returning the enclosed proxy card.    If you vote by proxy card, your ‘‘proxy,’’ whose names are listed on the proxy card, will vote your shares as you instruct on the card. If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Jaguar Board ‘‘FOR’’ approval of each proposal.

By telephone.    You can vote this way by following the telephone voting instructions included with your proxy card. If you do, you should not return the proxy card. If you vote this way, however, you will not be able to exercise redemption rights.

You can attend the special meeting and vote in person.    We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

Redemption Rights.    Any holder of shares that were purchased in Jaguar’s IPO who votes against the Business Combination may, at the same time, demand that Jaguar redeem his or her shares into a pro rata portion of the funds available for redemption in the trust account. If so demanded and the Business Combination is consummated, Jaguar will redeem the shares.

SIMPLY VOTING AGAINST THE BUSINESS COMBINATION (WHETHER IN PERSON, BY PROXY OR BY TELEPHONE) OR CHECKING THE ‘‘EXERCISE REDEMPTION RIGHTS’’ BOX ON A PROXY CARD DOES NOT PERFECT YOUR REDEMPTION RIGHTS – YOU MUST ALSO SEND JAGUAR THE WRITTEN DEMAND LETTER DESCRIBED BELOW.

Pursuant to the arrangements established at the time of Jaguar’s IPO, shareholders of Jaguar representing up to 19.9% of the outstanding shares issued in Jaguar’s IPO are entitled to exercise redemption rights in the event they vote against the Business Combination and send a written demand letter to Jaguar as described in the section entitled ‘‘The Special Meeting.’’ You should note that, while the Redomestication Merger causes the shareholders of Jaguar to have appraisal rights under Delaware law, if you exercise such appraisal rights you will not be able to perfect any redemption rights available to you as a shareholder of Jaguar in connection with the Business Combination. A stockholder who has not properly exercised redemption rights may still exercise those rights prior to the special meeting by submitting a later dated proxy, together with a demand that Jaguar will redeem these shares into a pro rata portion of funds held in the trust account plus interest, as of the record date. A stockholder who has not properly exercised redemption rights may still exercise those rights prior to the special meeting by submitting a later dated proxy, together with a demand that Jaguar convert his or her shares. After the special meeting, a Jaguar stockholder may not exercise redemption rights or correct invalidly exercised rights. You will only be entitled to receive cash for these shares if you continue to hold them through the closing of the Business Combination and then tender your stock certificate(s) to Jaguar or to Jaguar’s duly appointed tender agent. If you exercise your redemption rights, then you will be exchanging your shares for cash and will no longer own these shares. Exercise of redemption rights will not affect any warrants held by that stockholder. Do not send your stock certificate(s) with your proxy. If the Business Combination is consummated, redeeming stockholders will be sent instructions on how to tender their shares of common stock and when they should expect to receive the redemption amount. Stockholders will not be requested to tender their shares of common stock before the Business Combination is consummated.

You will lose your redemption rights if you submit an incomplete or untimely demand for redemption.    To exercise redemption rights a Jaguar stockholder must:

  Vote against the Business Combination Proposal;
  Contemporaneous with that vote against the Business Combination Proposal, send a written demand to Jaguar (Attn: Jonathan Kalman) at 8 Tower Bridge, Suite 1050, 161 Washington Street, Conshohocken, Pennsylvania 19428, which demand must state:
a)  The name and address of the stockholder;

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b)  That the stockholder has voted against the Business Combination;
c)  That the stockholder demands redemption of the stockholder’s shares into cash; and
d)  The address for delivery of the check for the aggregate redemption payment to be received by the stockholder if the shares are redeemed for cash.

If the Business Combination is approved by the Jaguar stockholders and is consummated, Jaguar will promptly pay to any holder who properly and timely demanded redemption and who has submitted the holder’s stock certificate(s) to Jaguar, or to its duly appointed tender agent, the stockholder’s pro rata portion of funds in the trust account. Any such payment will only be made after the holder submits his or her stock certificates to Jaguar or to its duly appointed tender agent. The certificate(s) representing the shares being redeemed need not be submitted prior to the meeting or at the time that the redeeming stockholder votes against the Business Combination and submits the written demand for redemption, but only after the Business Combination has been approved. (Jaguar recommends sending the certificate by registered mail with proper insurance, since risk of loss will remain with the stockholder until the certificate is received by Jaguar). Jaguar will not charge any stockholder for costs incurred by Jaguar with respect to the exercise of redemption rights, such as the costs of redeeming shares from street name to a physical certificates.

The closing price of Jaguar’s common stock on March 14, 2008 was $6.90 and the amount of cash held in the IPO trust account on February 29, 2008 was approximately $26,760,832 (plus accrued interest of $54,045). If a public stockholder would have elected to exercise redemption rights on such date, he or she would have been entitled to receive approximately $5.80 per share.

Questions About Voting.    If you have any questions about how to vote or direct a vote in respect of your Jaguar common stock, you may call Jonathan Kalman or Jim Cassano of Jaguar, at (610) 825-0290. You may also want to consult your financial and other advisors about the vote.

Revoking Your Proxy and Changing Your Vote.    If you give a proxy, you may revoke it or change your voting instructions at any time before it is exercised by:

  If you sent in a proxy, by sending another proxy card with a later date;
  If you voted by telephone, by calling the same number and following the instructions;
  Notifying Jaguar in writing before the special meeting that you have revoked your proxy; or
  Attending the special meeting, revoking your proxy and voting in person.

If your shares are held in ‘‘street name,’’ consult your broker for instructions on how to revoke your proxy or change your vote.

If you do not vote your shares of Jaguar common stock in any of the ways described above, it will have the same effect as a vote against the adoption of the Business Combination Proposal and the Redomestication Merger proposal, but will not have the effect of a demand of redemption of your shares into a pro rata share of the trust account in which a substantial portion of the proceeds of Jaguar’s IPO are held or a demand for appraisal rights under Delaware law.

Appraisal Rights.    Under Delaware corporate law, the Redomestication Merger of Jaguar with China Cablecom Holdings causes the stockholders of Jaguar to have appraisal rights. This right is separate from the redemption rights of the holders of shares of Jaguar common stock issued in the IPO. However, because the exercise of the appraisal rights and the redemption rights both require a tender of the holder’s shares to Jaguar, only one right may be elected in respect of the shares. If the Redomestication Merger is consummated, Jaguar stockholders who choose not to vote in favor of the Redomestication Merger will have the right to elect an appraisal of the fair market value of their shares of Jaguar common stock, and to receive the fair market value of such shares in lieu of the consideration contemplated by the Redomestication Merger and the Merger Agreement, in accordance with the provisions of Section 262 of the Delaware General Corporation Law. Unlike redemption rights in which the stockholder will receive a pro rata portion of the trust account as of the record date, stockholders who elect to exercise their appraisal rights will receive a value for their

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shares that is determined by an appraisal made by the Delaware Court of Chancery. Failure to properly exercise appraisal rights before the special meeting will result in loss of these rights. Exercise of appraisal rights will not affect any warrants held by that stockholder. See ‘‘The Redomestication Merger – Appraisal Rights’’ for more information about appraisal rights.

Solicitation Costs.    Jaguar is soliciting proxies on behalf of the Jaguar Board of Directors. This solicitation is being made by mail, but also may be made in person or by telephone or other electronic means. Jaguar and its respective directors, officers, employees and consultants may also solicit proxies in person or by mail, telephone or other electronic means. In addition, China Cablecom stockholders, officers and directors may solicit proxies in person or by mail, telephone or other electronic means on Jaguar’s behalf. These persons will not be paid for doing this.

Jaguar has not hired a firm to assist in the proxy solicitation process but may do so if it deems this assistance necessary. Jaguar will pay all fees and expenses related to the retention of any proxy solicitation firm.

Jaguar will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Jaguar will reimburse them for their reasonable expenses.

Stock Ownership.    Information concerning the holdings of certain Jaguar stockholders is set forth above in the Summary and below under ‘‘Beneficial Ownership of Securities.’’

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THE BUSINESS COMBINATION PROPOSAL

Jaguar, a Delaware corporation, was incorporated on January 2, 2005 in order to serve as a vehicle for the acquisition of any operating business through a merger, capital stock exchange, asset acquisition or other similar business combination. On April 13, 2006, Jaguar completed a private placement and received net proceeds of $750,000. On April 13, 2006, Jaguar consummated its IPO and received net proceeds of approximately $21,600,000 and, on April 18, 2006, the underwriters exercised their over-allotment option and Jaguar received additional net proceeds of approximately $3,300,000. After deducting the underwriting discounts and commission and offering expenses, an amount of $25,098,002 was placed in an interest-bearing trust account and the remaining proceeds of approximately $580,000 became available to be used to provide for business, legal, accounting, due diligence on prospective business combinations and continuing operating expenses. Jaguar’s management has broad discretion with respect to the specific application of the net proceeds of the private placement and the IPO, although substantially all of the net proceeds of the offerings are intended to be generally applied toward consummating a business combination. Of the proceeds from the IPO and the private placement, approximately $25.0 million was deposited into a trust account. As of February 29, 2008, $26,760,832 (plus accrued interest of $54,045) was held in the trust account.

General Description of the Business Combination

The following discussion of the principal terms of the Agreement and Plan of Merger, dated as of October 30, 2007 (the ‘‘Merger Agreement’’), among Jaguar, China Cablecom and Clive Ng is subject to, and is qualified in its entirety by reference to the Merger Agreement. A copy of the Merger Agreement is attached as Annex D to his proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus.

Pursuant to the Merger Agreement, Jaguar established a wholly owned subsidiary, China Cablecom Holdings in October 2007. As part of the series of transactions contemplated by the Merger Agreement, Jaguar will merge with and into China Cablecom Holdings in the Redomestication Merger immediately prior to the Business Combination. China Cablecom Holdings will be the surviving entity of the Redomestication Merger, and the separate corporate existence of Jaguar will cease at the effective time thereof. Immediately afterwards, China Cablecom Holdings’ wholly-owned subsidiary, China Cable Merger Co. Ltd. will merge with and into China Cablecom, which owns 100% of Hong Kong Cablecom Co., Ltd. (‘‘HKZ’’), a Hong Kong holding company which in turn owns 100% of HZNT, a PRC company. Jinan Youxiantong Network Technology Co., Ltd. (‘‘JYNT’’), a PRC company and a domestic variable interest entity (‘‘VIE’’) is controlled by HZNT through contractual arrangements. As a result of the Business Combination, the shareholders of China Cablecom will own approximately 26.55% of the outstanding shares of China Cablecom Holdings, assuming full participation in the Redomestication Merger and no conversions or exercise of appraisal rights and before any issuance of Performance Shares. If China Cablecom Holdings issues all 8,120,000 Performance Shares, then the shareholders of China Cablecom will own approximately 61% of the issued and outstanding shares of China Cablecom Holdings, and existing Jaguar stockholders will own approximately 39% of the issued outstanding common stock of China Cablecom Holdings. None of the foregoing percentages reflects the effect that an exercise of the currently outstanding warrants would have.

If Jaguar does not consummate the Business Combination with China Cablecom, it will continue to seek another target business until it is required to liquidate and dissolve pursuant to its Certificate of Incorporation. As provided in its Certificate of Incorporation, to avoid being required to liquidate, Jaguar entered a letter of intent relating to a business combination on October 18, 2006 with China Cablecom, as a result, Jaguar is allowed an additional six months to complete a business combination to avoid liquidation. Under its Certificate of Incorporation as currently in effect, if Jaguar does not acquire at least majority control of a target business by April 13, 2008, Jaguar will dissolve and distribute to its public stockholders the amount in the trust account plus any remaining net assets. Following dissolution, Jaguar would no longer exist as a corporation.

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Background of the Business Combination

The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of Jaguar and China Cablecom. The following is a brief discussion of the background of Jaguar’s efforts to identify potential candidates for a business combination, the selection of China Cablecom, and the negotiation of the Merger Agreement relating to the Business Combination and related transactions.

Shortly after Jaguar’s IPO offering in April 2006, it actively started to seek a target business for a business combination. In the months after Jaguar’s IPO, Jaguar’s management, including Messrs. Kalman (Chairman and CEO), Cassano (EVP and CFO) and Corl (EVP), reviewed information on over 45 companies in their search for a target business. Mr. Kerry Propper, a special advisor to Jaguar and CEO of Chardan Capital Markets, LLC, assisted in this process. Although the focus of this effort was to find a suitable acquisition candidate that was an operating business in the financial services industry, the prospective target business was not limited to any particular industry, or any particular geography.

During April 2006, Jaguar management developed with Mr. Propper representative criteria to be used in the screening and evaluating of target companies for Jaguar to acquire. These criteria were discussed with Jaguar’s Board in April 2006, and approved by Jaguar’s Board in May 2006 and were utilized during the ensuing months by the Jaguar team in the search and evaluation process. While management felt it would not have been possible to find a target that fully met all of the criteria, the team sought to identify those companies with characteristics that were in close alignment with the criteria.

Following is a summary of the criteria:

1.  Business sectors served: highest priority given to the credit and debit card industry.
2.  Markets served: highest priority given to U.S. and Asian companies.
3.  Products offered to include one or more of the following: software, infrastructure or analytics that are competitively positioned, scalable with a strong brand positioning.
4.  Annual sales: minimum of $10 million.
5.  Annual sales growth: minimum of 20% organic growth.
6.  EBITDA: minimum of $5 million.
7.  Competitive positioning: market leadership or potential for market leadership.
8.  Barriers to entry: high.
9.  Location: United States or Asia.
10.  Relative attractiveness: to investors and to other targeted companies.
11.  Opportunities/Potential: for revenue growth, for improving margin percentages, and for accelerated growth thru acquisition.
12.  Target company management: senior management understands the value of a special purpose acquisition company and the growth opportunities afforded by a merger
13.  Target company deal readiness: high degree of readiness to do a transaction
14.  Deal structure: issue new shares; minimize the amount of cash used in the transaction

In addition, during April and May 2006, the Jaguar management team met extensively with Mr. Propper to develop an outline and overview of the key priorities and operational aspects necessary to effectively execute on Jaguar’s objectives. Jaguar’s Board was regularly updated on the

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approach that the Jaguar management team was taking, and the key priorities and operational tasks necessary to successfully prosecute the mandate. Operational tasks identified at that time included, but were not limited to:

1.  Organizational, including the roles of management and consultants.
2.  Logistical, including facilities, equipment and supplies.
3.  Communication, including external communications.
4.  Acquiring necessary outside legal, accounting, financial and tax support.
5.  Strategic analysis of markets and evaluation of potential target companies within those markets.
6.  Compliance with all accounting, regulatory and legal requirements for a public SPAC company.

The target company search and evaluation process identified, investigated and analyzed companies primarily in North America. The search and evaluation process included reviews of industry research, published trade and corporate information, attendance at trade shows in North America, and contacting investment bankers, lawyers and executives familiar with companies satisfying Jaguar’s targeted attributes.

Jaguar management was in frequent contact with representatives from Early Bird Capital, the underwriter of Jaguar’s IPO, including David Nussbaum, Steven Levine, David Yoo and Paul Lanna, to discuss possible acquisitions. Early Bird Capital identified several companies that were based in China that focused on the financial services and payments industry. Though none of these opportunities produced a suitable acquisition target, it did heighten Jaguar’s interest in China and subsequently India.

Jaguar’s management discussed progress frequently with the Jaguar board. Jaguar’s management shared the progress on identifying targets and overall direction of the target company search. Mr. Kalman, Mr. Cassano and Mr. Corl communicated frequently with Mr. John Hoey, the independent director on the Jaguar board, getting his input on progress, targets, resources being employed and other strategic initiatives. Meetings with Mr. Hoey were in person and telephonic. It was during these meetings that the Jaguar board was also apprised of management’s interest in expanding its search to China, and the decision to expand the search to China was agreed to at the May 2006 board meeting in large part because, in the opinion of Jaguar management, China-based targets offered the potential to offer superior returns to investors based on industry reports available to Jaguar’s management. In fact, the primary reason Jaguar management invited Mr. Kerry Propper to become a special advisor to the Company was interest in seeing investment opportunities in China. Although much of the effort regarding identifying and qualifying an acquisition candidate concerned China after this meeting, Jaguar did not change its focus away from payment systems/financial services entirely. Jaguar continued to investigate targets in this sector in payment systems/financial services in China and the United States throughout the summer of 2007. After the Letter of Intent with China Cablecom was signed in October 2006 and extending into the summer of 2007, Jaguar continued to investigate and aggressively sought other opportunities, including those in payment systems/financial industry and through the network of advisers identified below, including those opportunities identified by Early Bird Capital, The Keystone Equities Group, Chardan Capital Markets, did not stop until October 2007 because Jaguar did not know whether the acquisition of controlling interests in cable entities in the PRC was possible.

Following the May 2006 board meeting, Mr. Kalman met with Mr. Propper to discuss, specifically, traveling to China to meet with potential targets for Jaguar. Mr. Propper had extensive experience in China, and during the previous four years traveled to China four to eight times per year. Mr. Propper’s expertise included participating as management in several China-focused SPAC management teams, participating as part of the underwriting syndicate on China-focused SPAC initial public offerings and serving as investment banker and advisor to several Chinese companies. Mr. Kalman reviewed the target company criteria when Mr. Propper, and together Mr. Kalman and

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Mr. Propper arranged to travel to Beijing, China in June 2006. Accompanying Mr. Kalman and Mr. Propper on the trip was Mr. Corl.

Negotiation with Potential Targets

Jaguar’s research efforts cumulatively identified over 45 possible target companies, and priority was given to those companies with a high likelihood of reaching a mutual agreement of merger. Target companies were identified, variously, by investment banking professionals, advisors, consultants, attorneys, Early Bird Capital, The Keystone Equities Group, Chardan Capital Markets and Jaguar management.

EarlyBirdCapital was the underwriter for Jaguar’s IPO and although EarlyBirdCapital received compensation as an underwriter in Jaguar’s IPO, it received no further consideration following the closing. EarlyBirdCapital introduced several targets to Jaguar management, however, no further action was taken with these targets, nor was there any compensation made nor is there any compensation due outside of the underwriting fees publicly disclosed at the time of Jaguar’s IPO. EarlyBirdCapital ultimately did not play a role in structuring any acquisition transaction.

The Keystone Equities Group is a small investment bank, whose principals are well known to members of the Jaguar management team. Jaguar management reviewed several potential target companies introduced by Keystone. One target in particular met many of Jaguar’s screening criteria. Although Jaguar found this company attractive enough to conduct due diligence, ultimately Jaguar did not enter into a letter of intent with that company. No fees were paid to Keystone Equity by Jaguar. Furthermore, Keystone did not play a role in structuring any potential acquisition.

WR Hambrecht + Co. (‘‘WRH’’) is an investment bank that has extensive contacts in China. While WRH did not provide any potential target acquisitions for Jaguar to pursue, as more fully discussed below, it did play a role in structuring the acquisition of a Chinese target and did introduce Jaguar to Orrick Herrington and Sutcliffe, a law firm with substantial experience with Chinese regulatory authorities and experience in setting up foreign controlled organizations in China. China Cablecom hired WRH to assist with the consummation of the transaction with Jaguar and China Cablecom will pay WRH $350,000 upon consummation of the Business Combination.

Discussions were held with principals and/or representatives from all of the top priority companies. Mr. Kalman and Mr. Cassano were intimately involved in the analysis of each of these companies and preparation of materials for review by the Jaguar Board of Directors. Confidentiality agreements were signed and preliminary due diligence was begun with four of these companies: a China-based electronics payment company, a US-based distributed energy management company, a China-based ATM company and a US-based bank software company. This initial group of four companies that Jaguar management began due diligence on prior to September 2006 were attractive because they each were established businesses with excellent growth and profitability potential. Each was in attractive markets in which Jaguar management had significant prior experience and met at least 4 of the 5 top criteria discussed above as well as a majority of the other factors. By September 2006, Jaguar has commenced preliminary due diligence on one of these companies. The other companies were judged to not be appropriate for a business combination with Jaguar.

In each instance, the Jaguar management team that was in charge of identifying, examining and evaluating candidates did not, in any instance prior to September 2006, reach a conclusion that the candidates under review were suitable to present to the board of Jaguar for a determination of whether to proceed with a business combination. The reasons why each of the targets were not pursued were quite varied and discussions with one of the firms continued well beyond the period of time at which the letter of intent with China Cablecom was signed and dropped out of consideration because of pricing considerations and ultimate sale to another party. For the two financial services companies located in China, issues associated with obtaining sufficient due diligence documentation related to operations and ownership structures precluded continued pursuit of those opportunities. Furthermore, management in these two companies, did not speak English, which made the potential transaction less desirable.

Following the signing of the letter of intent with China Cablecom on October 23, 2006, Jaguar continued to negotiate a letter of intent with the US-based distributed energy management company

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mentioned above, which was projecting revenues greater than $30 million for 2007. Successive drafts of a letter of intent were circulated to the board of directors of this company through the end of 2006. At the end of 2006, the directors of this target decided to open up the bidding for the company, for which Jaguar continued to express an interest and continue discussion with respect to a business combination through the first quarter of 2007. These discussions continued until the purchase price became too high for what Jaguar’s management believed was an acceptable return to Jaguar’s shareholders and this target company signed a definitive agreement to be acquired by another company on June 27, 2007.

In addition, in January 2007, Jaguar commissioned Lorient, Ltd. (Hong Kong), a business broker based in Shanghai and Hong Kong, to seek additional candidates for a business combination in China. Several candidates operating in the payments and financial services sectors were identified and basic financial and ownership information was exchanged during April, May and June of 2007. None of these candidates, however, met the size or performance expectations necessary to continue discussions. This contract was terminated July 1, 2007 although Lorient continued to surface unacceptable potential targets into September 2007.

In addition to these initiatives, after the letter of intent was signed with China Cablecom, Jaguar had several meetings with eight other target companies including a public hedge fund sponsored by a financial services company; a $150 million specialty construction lender, three different asset management companies, a U.S. multiple platform broadband company and a $100 million small business lending company. For a variety of reasons, no formal negotiations commenced with any of the potential targets and ultimately these discussions were terminated.

In the case of the public hedge fund, potential financial returns met desired levels, however, it became apparent during the discussions that there was not sufficient time between the initiation of conversations and the date on which Jaguar needed to complete a business combination. In the case of the specialty construction lender, concerns arose about the direction of the market as declines in the construction industry began to emerge at the time which could have resulted in the potential for substantial losses if Jaguar decided to proceed. With respect to the others potential targets, after initial meetings and preliminary due diligence exchanges, they were deemed not to be suitable targets for reasons including industry focus, price and potential to close a business combination in the time available.

History of Discussions between China Cablecom and Jaguar

On September 26, 2006, Mr. Kalman arrived at the offices of Chardan Capital Markets, LLC for a meeting with Mr. Propper to discuss an energy services company that Mr. Kalman had identified as a potential candidate for Jaguar. Mr. Propper was running late for a meeting with Mr. Clive Ng, Chairman of China Cablecom. Mr. Propper and Mr. Clive Ng had known each other since the fall of 2005 and the purpose of Mr. Ng’s meeting with Mr. Propper was to discuss various investment opportunities in the media and communications sectors in China, including opportunities in Internet services and cable TV distribution and operations. Further, Mr. Ng sought to gain insight into Mr. Propper’s view on the overall SPAC market. Mr. Propper and Mr. Ng had met socially but had never engaged in any business relationship at the time that Mr. Propper asked Mr. Kalman to sit down with Mr. Ng and listen to the presentation regarding China Cablecom. At the time, Mr. Propper was not aware of Mr. Kalman’s prior experience in the media and telecommunications industry.

Mr. Ng described his background, and his history and experience as a global media executive. Mr. Ng described an opportunity that he believed was possible to acquire cable TV assets from the state-owned enterprise (SOE) in the Shandong Province. Mr. Ng was in advanced discussions with several state-owned cable TV operations in Shandong Province, and believed that the negotiations would ultimately be successful. According to Mr. Ng, although the probability of acquiring cable TV assets was not certain and no definitive terms had been reached with the SOE, it appeared to Mr. Ng that regulatory permission was highly likely and the acquisitions could be negotiated and executed within a reasonable time frame. Further, Mr. Ng explained that, like the Internet, China’s media and cable television industry was highly regulated, and that several China-based Internet companies like

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Sina Corp. and Baidu.com. Inc. had become publicly traded on U.S. markets by creating a series of offshore and onshore entities, a structure that had become increasingly commonplace for investors in Chinese regulated industries.

At the time, Mr. Kalman was unfamiliar with the media and cable television markets in China. However, Mr. Kalman was familiar with the development of the cable television industry and the growth of U.S. based companies, such as Comcast, Cox Communications and Time Warner Cable. Mr. Kalman was formerly the chairman and chief executive officer of Katalyst, LLC, which had a practice area in media and communications. Among the members of its board of advisors were the senior executives of major national and international cable companies. As Mr. Kalman was very familiar with the development of the cable TV market in the United States, and equated the opportunity that Mr. Ng described in China with the explosive growth of the cable TV market in the United States Mr. Kalman knew that if these conditions were accurate, and if a business combination was possible between China Cablecom and Jaguar, that Jaguar had the opportunity to acquire a controlling interest in a series of highly profitable operating companies in the cable TV industry in China, and would become the first public company in the United States to achieve this standing.

During this conversation, Mr. Kalman indicated an interest in discussing the possibility that given Mr. Kalman’s experience in the media and cable television markets in the United States, that Jaguar’s strategy and China Cablecom’s strategy might be sufficiently compatible to allow a merger between the two companies.

While it appeared that Mr. Ng’s plans were still in the early stages of being formalized, Mr. Kalman recognized that in signing a Letter of Intent with Mr. Ng at this early point in Mr. Ng’s negotiations with the SOE, that: a) Mr. Ng would be able to complete his negotiations with the SOE more rapidly, b) that Mr. Ng would be able to acquire the assets with the SOE at a lower price and c) that Jaguar would be able pre-empt competitive bids from other potential partners and investors in China Cablecom.

As Mr. Kalman was first to recognize the opportunity to invest in China Cablecom, this opportunity was not presented to other Chardan entities. Further, because of Mr. Kalman’s understanding of the cable TV business, Jaguar was the ideal partner for China Cablecom.

It was agreed that Mr. Ng and Mr. Kalman would follow up after Mr. Kalman and Mr. Propper discussed the situation in their meeting that directly followed. During the meeting between Mr. Kalman and Mr. Propper, Mr. Propper expressed confidence in Mr. Ng, and suggested that Mr. Ng, Mr. Propper and Mr. Kalman meet the following day to discuss the opportunity further.

Mr. Kalman updated Mr. Cassano and Mr. Corl on the meeting with Mr. Ng, and recommended that Mr. Cassano accompany Mr. Kalman the following day to meet with Mr. Ng and Mr. Propper. On September 27, 2006, Mr. Kalman, Mr. Cassano, Mr. Ng and Mr. Propper met at the offices of Chardan Capital Markets in New York. Mr. George Kaufman of Chardan Capital Markets joined the meeting. The meeting lasted into the afternoon, and Mr. Kalman and Mr. Ng agreed to pursue the possibility of Jaguar acquiring China Cablecom in order to determine as expeditiously as possible whether or not this was mutually feasible for both companies. A follow up meeting was set for the next week of October 4, 2006.

Upon returning to Jaguar’s offices in Conshohocken, Pennsylvania, Mr. Cassano and Mr. Kalman updated Mr. Corl on the meeting, and engaged Graubard Miller to act as legal counsel and prepare a non-disclosure agreement and to provide guidance on the merger process. Jaguar’s management team also informed Jaguar’s Board of the interest in the transaction with China Cablecom, and Mr. John Hoey, who has extensive experience in Asia, suggested that the merger with China Cablecom would be interesting and recommended that Jaguar find outside expertise to help with the transaction and the Jaguar Board provided unanimous approval to proceed with negotiating a letter of intent.

In the follow up meeting with China Cablecom, and subsequent meetings in person, telephonically and via email, China Cablecom, Jaguar and Mr. Propper discussed in more detail the structure of a potential transaction, including due diligence as well as the structure of an investment in a highly regulated industry such as media and cable television in China. Jaguar’s management

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structured the transaction in the way it did primarily to ensure conformity with PRC law. Foreign investors are not permitted to directly own PRC companies, but must utilize a WFOE and affiliates controlled by PRC citizens to administer their investments and receive and disburse income from those investments. The secondary aspects of the structure (including the Asset Transfer Agreement, Exclusive Service Agreement and Technical Services Agreement) were utilized to provide the JZNT and China Cablecom affiliates with the exclusive right to transfer the assets necessary to manage and conduct cable television operations, provide additional value-added services such as programming and collect fees greater than the proportion of equity that could be owned by China Cablecom’s related companies pursuant to PRC law. The structure used was negotiated on an iterative basis with representatives of the state-owned entities and there were no other structural options considered. The law firm of Orrick, Herrington and Sutcliffe LLP was Jaguar’s advisor in providing the legal structure of the transaction and a big four accounting firm was the advisor with respect to US GAAP. During this time, Messrs. Kalman, Cassano, Ng and Propper negotiated a letter of intent. A formal letter of intent was prepared, and presented to the Jaguar Board on October 11, 2006 for approval to be presented to China Cablecom. Jaguar’s Board voted unanimously to present the letter to China Cablecom. On October 13, 2006 the letter of intent was formally presented to China Cablecom, and on October 18, 2006 the letter of intent was fully executed by China Cablecom and Jaguar.

The letter of intent addressed the major substantive provisions that were to be incorporated into a definitive agreement regarding the structure, including:

  the consideration to be paid for China Cablecom, which is reflected in the Merger Agreement;
  the terms of the additional stock awards to be made over time based on performance criteria;
  provisions relative to a stock option plan; and
  the composition of management and the board of directors of the combined company.

During the negotiations of the letter of intent, in determining the consideration to be paid to the China Cablecom shareholders as part of the transaction, Jaguar management relied primarily on the earnings history and a set of brief projections of the businesses comprising the two target networks that were contemplated to be acquired by China Cablecom. In that regard, a selected comparable company analysis was performed, where the price-to-earnings ratio of several publicly traded companies such as Comcast, Time Warner Cable, and Beijing Ge Hua CATV Network, that are engaged in businesses similar to China Cablecom, was examined. The terms regarding the potential stock awards to be made were designed to take into account the uncertainty of any valuation that relies on expectations of future performance. If China Cablecom meets the earnings expectations for the next several fiscal years, the value of the business would increase. If the stated target is missed in any one or more years, the additional stock for those years will not be earned or paid. Jaguar management believes this variable component of the transaction helps protect of the interests of its stockholders by reducing the prospects that it would have paid for the business as it is anticipated to be expanded, by establishing a lower initial consideration for the acquisition and by setting the net profit targets at such expected growth levels (and paying that number of incentive shares for achieving the targets) that the overall valuation of the business should increase sufficiently to benefit all shareholders of Jaguar. As China Cablecom did not, at that point in time, have any established arrangements with respect to cable television networks in the PRC, the letter of intent contemplated the acquisition of two such networks prior to China Cablecom’s acquisition by Jaguar, which networks were the subject of ongoing discussions between Mr. Ng and the SARFT officials, as well as having been the subject of preliminary term sheets that were in the process of being finalized with the relevant SOEs. The consideration to be paid in the acquisition of China Cablecom by Jaguar was therefore calculated using the preliminary financial information provided to China Cablecom by these two networks.

Following execution of the letter of intent, formal and intensive due diligence began on October 18, 2006 and continued for over a year until the definitive agreement was signed on October 30, 2007. The Jaguar due diligence team included Messrs. Kalman and Cassano, and

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increased to include several outside advisors, including: Orrick Herrington & Sutcliffe LLP (‘‘Orrick’’), Navigant Capital Advisors LLC (‘‘Navigant’’), Skillnet GmbH (‘‘Skillnet’’), Loeb & Loeb LLP, BDO Seidman, LLP, UHY ZTHZ HK CPA Limited (‘‘UHY-HK’’), UHY LLP, Graubard Miller LLP and IBR International.

On October 31, 2006, Mr. Clive Ng introduced Mr. Robert Eu of WRH to Mr. Cassano, as a potential advisor to Jaguar. WRH is an investment banking firm with broad experience in mergers and acquisitions and capital raising activities, and expertise in facilitating transactions between China companies and SPACs. Subsequently, on November 1, 2006, Mr. Eu introduced Mr. Cassano to Mr. Stephen Cannon, also of WRH. Mr. Cannon and Mr. Cassano had several conversations between November 1, 2006 and November 8, 2006 concerning the legal and accounting issues in structuring a merger between a U.S. publicly-listed SPAC and a China cable television company, and Mr. Cannon introduced Jaguar management to representatives from Orrick.

On November 10, 2006, Mr. Cannon arranged a conversation with representatives of Orrick based in Hong Kong, Shanghai and San Francisco. Mr. Michael Dardzinski and Mr. David Lee participated in the call for Orrick. Orrick agreed to provide Jaguar with an engagement letter to assist on the development of a PRC corporate operating structure.

From November 8, 2006 until February 24, 2007, representatives from Orrick, China Cablecom, Chardan Capital Markets and Jaguar were in nearly daily communication via phone, email and in person meetings to discuss the legal, regulatory, accounting and structural issues in developing a PRC corporate operating structure to support the merger of Jaguar and China Cablecom. On February 24, 2007, Orrick presented the results of their analysis of the legal and regulatory considerations of a proposed transaction between Jaguar and China Cablecom. The presentation detailed a series of transactions required to support the proposed merger of Jaguar and China Cablecom, which ultimately result in Jaguar merging with and into China Cablecom Holdings in the Business Combination. China Cablecom will be the surviving entity, and the separate corporate existence of Jaguar will cease at the effective time of the merger. As a result of the merger, China Cablecom Holdings will own China Cablecom Ltd (BVI), which in turn will directly own 100% of Hong Kong Cablecom Co., Ltd. (‘‘HKZ’’), a Hong Kong holding company that, in turn, directly owns 100% of HZNT. Jinan Youxiantong Network Technology Co., Ltd. (‘‘JYNT’’), a PRC company and a domestic variable interest entity (‘‘VIE’’) is controlled by China Cablecom through contractual arrangements. Although the structure as originally developed included an additional VIE for the second network to be acquired by China Cablecom, this was later deemed unnecessary.

Following the February 24, 2007 meeting, Jaguar management reviewed the material with the Jaguar Board of Directors. After considerable Board discussion, the Jaguar Board recommended that Jaguar management continue its proposed due diligence efforts on China Cablecom.

In informal conversations with the Jaguar Board of Directors between February 2007 and April 2007, Jaguar management proposed hiring a firm to provide due diligence services. Skillnet was engaged solely to perform a due diligence review including: the business concept, the business case, the financial drivers, the cost issues, the market potential, the competitive situation, and a review of Binzhou including the product and services concept, marketing and sales strategy, technology and technical assets, and the organization.

From May 22, 2007 to May 31, 2007, Messrs. Cassano, Propper and Kalman accompanied Mr. Ng and Mr. Pu on detailed, on site due diligence visits in Beijing, Binzhou, Jinan and Jining. Jaguar management and China Cablecom management met with officials from SARFT and local management of the cable television operators. The meetings in China confirmed the information that China Cablecom had provided to Jaguar on the market, the business concept, the business case, and local operations.

China Cablecom Financing

During the trip to China, Messrs. Cassano, Propper and Kalman determined with Mr. Ng that China Cablecom would need to raise funds to support the acquisition of certain assets by China

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Cablecom in advance of the business combination with Jaguar, as the Binzhou authorities has indicated they would be unwilling to enter into agreement contemplating Jaguar shareholder approval (and the related delay) as a closing condition. Mr. Ng engaged Chardan Capital Markets as advisor on this capital raise, because of Chardan’s prior successful experiences raising funds for investments in China and its understanding of the structure of special purpose vehicles. It was determined that the proceeds would be used for acquisition through contractual arrangements of the networks under consideration, for working capital for China Cablecom, as well as a loan to Jaguar to pay for merger transaction costs. From May 31, 2007 until the closing of $20 million of the $30 million bridge financing on September 20, 2007, Chardan worked closely with China Cablecom and Jaguar on the financing efforts for China Cablecom.

On September 20, 2007, China Cablecom entered into a Purchase Agreement with several accredited investors (the ‘‘Purchase Agreement’’), and consummated the private placement of $20,000,000 in units (the ‘‘Financing’’), each unit consisting of (i) a promissory note in the face amount of $499,808, bearing interest at the rate of 10% per annum (the ‘‘Note’’), and (ii) 19,167 detachable shares of the China Cablecom’s Class A Preferred Stock (the ‘‘Units’’). As security for the repayment of the Notes, Mr. Ng pledged and granted to the investors, on a pro rata basis, a first priority lien on 50.1% of the ordinary shares of China Cablecom owned by him. The proceeds of the sale and issuance of the Units were used in the following manner: (i) $12.0 million was used for the acquisition through contractual arrangements of Binzhou Broadcast and Television Information Network Co., Ltd. (‘‘Binzhou’’) and (b) $5,605,000 was used for working capital, including payment of certain administrative, legal and accounting fees, repayment of loans in the aggregate amount of $720,000 owed to Mr. Ng and a $475,000 loan made to Jaguar for use in paying fees associated with the merger transaction, and a fee of $1,200,000 paid to Chardan Capital Markets, as a placement fee for the Financing.

In connection with the Financing, pursuant to the terms of a registration rights agreement, China Cablecom has agreed to register for resale the ordinary shares into which the shares of Class A Preferred Stock issued as part of the Units convert, on a registration statement to be filed with the Securities and Exchange Commission no later than the date that is 30 days after the consummation of the Business Combination. Jaguar has agreed to assume these registration obligations in connection with the Business Combination.

For its activities as placement agent in the financing, China Cablecom will pay to Chardan, in the aggregate, $1,500,000 in placement fees for securing the investment and $300,000 in non-accountable expenses. Upon the closing of $20 million of the financing, Chardan received $600,000. Chardan will receive $300,000 in fees, if the remaining $10 million of the financing is successfully completed, and $900,000 in fees upon the earlier of the consummation of the Business Combination and the second anniversary of the Closing.

Jaguar management had previously discussed with China Cablecom management advancing funds in the form of a loan to Jaguar for working capital expenses associated with the Redomestication Merger and the Business Combination. At that time, there was approximately $68,000 remaining outside of Jaguar’s trust account. Jaguar’s management did not believe the remaining funds would be sufficient to cover the expenses associated with completing the Redomestication Merger and the Business Combination, which included premium payments for D&O Insurance through April 2008 of approximately $56,000, the payment of approximately $130,000 of remaining due diligence expenses, approximately $16,000 in accounting fees, other professional fees of approximately $80,000 and approximately $ 25,000 in printing costs. Based on Jaguar’s anticipated working capital needs, China Cablecom agreed to loan $475,000 to Jaguar from the proceeds of the bridge financing. On September 16, 2007, Jaguar management met with the Jaguar Board of Directors to approve a Promissory Note (the ‘‘Note’’) between China Cablecom and Jaguar. The Note provided for $475,000 in funds from the bridge financing to be provided to Jaguar. The Note carries a 10% interest rate, and a staggered payment schedule, whereby 50% is due at the close of the Business Combination and 50% is due on the one year anniversary of the Business Combination. The Note is non-recourse to Jaguar

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management. As a result of the Redomestication Merger, China Cablecom Holdings will assume Jaguar’s payment obligations under the Note. The Note is provided as Annex G to this proxy statement/prospectus.

Mr. Propper is a special advisor to and founding shareholder of Jaguar. He has also been an executive and founding shareholder of two other special purpose vehicle public companies, Chardan South China Acquisition Corp (‘‘Chardan South’’), and Chardan North China Acquisition Corp. (‘‘Chardan North’’), that have had successful acquisitions of target companies located in China. Further, he is Chief Executive Officer of Chardan Capital Markets, LLC (‘‘Chardan’’), a New York and Beijing-based investment bank. He is neither a member of the Board of Jaguar, nor China Cablecom. As a special advisor and founding shareholder to Jaguar, Mr. Propper provided several important services, including (a) assisting Jaguar management formulate investment criteria that his prior experience had shown were important to the majority of Jaguar’s initial public investors, hedge funds and (b) introducing us to individuals and companies with interests and investments in China that represented potential targets for Jaguar investments. Neither he nor Chardan has received compensation for these services to Jaguar.

Chardan will not receive any additional financial remuneration upon the closing of the Redomestication Merger or the Business Combination. Mr. Propper will become a member of the Board of Directors of China Cablecom Holdings, upon the completion of the Redomestication Merger. Pursuant to the terms of an incentive stock award agreement and a warrant proceeds award agreement that Mr. Propper will enter into with China Cablecom Holdings immediately prior to the Business Combination, he will receive up to 200,000 in Performance Shares if China Cablecom Holdings reaches certain EBITDA goals during fiscal years 2008 through 2011 under the incentive stock award agreement, and will receive $666,667 in a cash bonus payment from China Cablecom Holdings in 2008, under the warrant proceeds award agreement, following the exercise of warrants, initially issued in Jaguar’s IPO, after the Business Combination resulting in proceeds of $30,000,000.

On October 22, 2007, there was a meeting of Jaguar’s Board to discuss among other things, the issuance to Mr. Propper of the Performance Shares and the cash bonus payment. The members of the Jaguar Board had previously discussed Chardan’s engagement by China Cablecom to act as private placement agent in the bridge loan financing and the remuneration for such services, and considered the potential conflicts of interest as a result of Chardan serving as an advisor to Jaguar with respect to the Business Combination. The potential conflicts, included:

  whether Chardan and Mr. Propper’s obligations as an advisor to Chardan in connection with the bridge financing would interfere with his loyalties and ability to continue to act objectively and effectively as special advisor to Jaguar in connection with the Business Combination; and
  whether the remuneration Chardan, and indirectly as CEO, Mr. Propper, would receive in its capacity as private placement agent in the bridge financing would be significant enough to cause divided loyalty with Jaguar or the appearance of divided loyalty.

The Jaguar Board did not believe, however, that Chardan’s services to China Cablecom were true conflicts of interest. In reaching this conclusion the Jaguar Board considered that:

  Chardan and Mr. Propper’s services facilitated the acquisition of the Binzhou by China Cablecom, which was the main driver in Jaguar’s decision to acquire China Cablecom, and did not involve advising Jaguar and China Cablecom with respect to the same transaction;
  in the event the Business Combination was not successful, Jaguar’s stockholders would not have been harmed as a result of Chardan and Mr. Propper’s services; and
  as described above, if the Business Combination is not successful Mr. Propper would not be entitled to the Performance Shares under the incentive stock award agreement, or the cash bonus under the warrant proceed award agreement, which gave Mr. Propper a significant direct financial interest in seeking the Business Combination completed.

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Introduction of the Redomestication Merger

In addition to the subjects discussed above, during the structuring of the bridge financing, Mr. Propper also discussed with Mr. Ng the obligations of being a U.S. reporting company, including compliance with the reporting requirements of the federal securities laws, restrictions on insider trading, accounting procedures and Sarbanes-Oxley requirements, public disclosure requirements and timing, shareholder communications, website disclosure, financial public relations, and transfer agent requirements.

As substantially all of the business operations of China Cablecom will be conducted outside the United States, Jaguar management decided to consider redomestication as a vehicle for a merger with China Cablecom. It concluded that the redomestication merger will permit greater flexibility and possibly improved economics in structuring future acquisitions and creating subsidiaries in China and other countries as China Cablecom expands because potential acquisition target could view the status of being a shareholder in a publicly-traded British Virgin Islands (BVI) corporation more favorably than being a shareholder in a U.S. corporation. This reason is significant to China Cablecom in view of its strategic plans to acquire new networks. Jaguar also believes that the regulatory burden in the BVI is significantly less onerous than in the U.S., particularly with respect to companies engaged in on-going acquisitions. Further, ownership of operating businesses in the PRC through a holding company organized in the BVI is also well-established with the PRC authorities, reducing the risk of a challenge to the ownership structure by SARFT or other PRC governmental authorities. In addition, depending on the composition of the shareholder base of China Cablecom Holdings after the Business Combination or changes in board membership or location of its principal executive offices, there is the availability of foreign private issuer status for China Cablecom Holdings with the U.S. Securities and Exchange Commission. As a foreign private issuer, the reporting requirements under the Securities Exchange Act of 1934, as amended, would be reduced, resulting in less costs associated with financial and reporting compliance. Accordingly, a decision was made to reincorporate the merged company under the laws of the BVI.

Attempted Acquisition of Second Network

During the period from September 20, 2007 to October 9, 2007, it became increasingly apparent to Messrs. Kalman, Cassano, Propper and Ng that the second network under consideration would not be forthcoming on a timely-enough basis, in light of Jaguar’s pending dissolution date, to permit such network to be included in China Cablecom’s business prior to the Business Combination. The ability to provide audited financial statements and a change in leadership at the local branch of SARFT, which prevented the signing of definitive documents for the acquisition, were the primary reasons to abandon the acquisition of the second network. While the parties investigated the possibility of pursuing a different target network, such network was similarly unlikely to be able to supply audited financial statements within the timetable that China Cablecom and Jaguar were contemplating.

Consolidation of Binzhou Broadcasting

A factor contributing to the amount of time between the signing of the letter of intent with China Cablecom and the signing of the Merger Agreement was the fact that Binzhou Broadcasting was composed of five separate operating cable businesses. Each of these businesses required audits for 2005 and 2006 and accounting reviews for the six months ending June 2007, first to Chinese GAAP and then to US GAAP. These audits were time-consuming because the companies were spinouts from other SOEs prior to being consolidated by Binzhou SOE. Jaguar received these audits in September 2007 and was able to sign a merger agreement within 60 days. Further, as mentioned previously, China Cablecom needed to negotiate and finalize its agreements with the Binzhou SOE.

Negotiation of the Merger Agreement with China Cablecom

From October 18, 2006 through October 22, 2007, the parties continued negotiation of the Merger Agreement, and due diligence continued throughout this time. Members of the Jaguar management team met with Navigant during that period to answer any outstanding questions. Finding that the

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results of the due diligence confirmed Jaguar management’s prior understandings regarding the business of China Cablecom and its attractiveness as a candidate for a business combination, the Jaguar board of directors resolved to proceed with the acquisition process and continue to work towards execution of a definitive merger agreement while China Cablecom’s audit was being finalized.

Jaguar was provided different sets of revenue and profit projections (initially in October 2006, which were revised in May 2007), during the process of negotiating the business combination and conducting further due diligence based on the acquisition of multiple cable networks. Until June 2007, all projections included contributions from subscribers from different cable networks that ultimately were not acquired. On June 26, 2007, Jaguar was provided with updated revenue and profit projections for two networks, including the Binzhou entities that were ultimately acquired by China Cablecom on a stand-alone basis. These projections were also provided to Navigant for use in its fairness opinion and are disclosed on page 78. Key assumptions underlying the June 26, 2007 projections, which were totally based on the five operations in Binzhou being acquired by China Cablecom, included assumptions of organic growth in paying subscribers amounting to 10% per annum in 2007 and a growth in digital subscribers by approximately 21,000 over 2006, which carried an increase in monthly subscriber fees of $1.94 per subscriber.

Prior to recommending that Jaguar enter into the Merger Agreement, on October 21, 2007, Jaguar’s management received the results of operations and the balance sheets of Binzhou Broadcasting as of and for the periods ended June 30, 2007 and 2006. The financial statements were subsequently distributed to Jaguar’s Board of Directors for review. Based on that review, which showed a slight deterioration of the actual results of operations for the first six months of 2007 in comparison to the first six months of 2006, the Jaguar board concluded that, on an annualized basis, Binzhou’s results were not going to meet the projections provided to them on June 26, 2007. No new projections were provided at that time. As a result of inquiries to Messrs. Ng and Pu by Messrs. Kalman and Cassano, Jaguar’s Board of Directors received a satisfactory response that the underlying fundamentals of the cable businesses were believed to be still strong despite the minor decrease in revenue. Messrs. Kalman and Cassano further inquired as to the reasons for the decline in revenues and received satisfactory responses that confirmed to them that the trend was not indicative of a deteriorating business, but rather a one-time event associated with the complexities of consolidating the five entities that comprise Binzhou Broadcasting. The one-time event resulted from the staff’s inability at one of the entities to perform its normal operating procedures, such as collection of subscriber fees, during the consolidation process and consequently it was unable to recognize revenue. Messrs Kalman and Cassano were also assured that no subscribers were lost, but rather revenue on certain subscribers was not recognized because it did not meet Binzhou Broadcasting’s revenue recognition policies. Based on the results of operations for the six months ended June 30, 2007, Messrs. Kalman and Cassano also inquired as to the outlook of the cable businesses for the remainder of 2007 and beyond, such as whether there was an increase in the number of subscribers based on both organic growth of Binzhou Broadcasting and the acquisition of additional entities. They were satisfied that the overall growth trends and opportunities remain intact, including the expected growth of the subscriber base as well as anticipated increases in average revenue per subscriber. Messrs. Kalman and Cassano were also assured by Messrs. Ng and Pu that subsequent to the closing of the acquisition of Binzhou Broadcasting by China Cablecom that new information and accounting systems would be installed to prevent occurrences like this from recurring.

The Merger Agreement was signed on October 30, 2007 and Jaguar issued a press release on October 30, 2007 announcing the execution of the Merger Agreement and describing the terms of the Business Combination.

It should be noted that the terms of the merger as agreed in the letter of intent do not all conform to the terms in the executed Merger Agreement. A comparison of the terms agreed in the letter of intent to the terms agreed to in the Merger Agreement are shown below:

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Transaction Term Term in LOI Term in
Merger Agreement
Initial Shares of Jaguar to China Cablecom Shareholders 1,500,000 2,066,680
Initial Ownership of China Cablecom Shareholders 20.79% 26.73%
Payment of Cash $20,000,000 $0
Assumption of Debt $0 $20,000,000
Incentive Shares to Cablecom Shareholders 6,000,000 8,120,000
Total Revenues of Acquired Entities $20,000,000 $8,300,000
EBITDA to Jaguar Shareholders $5,000,000 $3,400,000(1)
(1) Minimum agreed-upon contribution, based on 2006 results.

As can be seen, over the year between the signing of the letter of intent to the signing of the Merger Agreement, the deal got more expensive. The fundamental reasons for the increased expense were three-fold: (1) authorities in the PRC were not prepared to wait until Jaguar obtained approval from its shareholders for its business combination with China Cablecom for any payment of funds from China Cablecom for the relevant cable network assets, thus requiring interim funding via a bridge investment; (2) the failure to acquire a second network prior to a business combination would decrease EBITDA 38% (from $5,000,000, as defined in the letter of intent, to $3,400,000 as defined in the Merger Agreement); and (3) the economic interest being acquired increased 22% from 49% to 60%.

As noted above, while PRC authorities were generally supportive of China Cablecom, during the spring of 2007 they began to indicate that they wanted China Cablecom to provide a down payment on the purchase of cable network properties to secure them for later purchase, which gave rise to the need for the bridge financing. In early June 2006, China Cablecom decided to pursue debt financing to address this need and Mr. Ng entered into discussions with a series of investors prepared to assume the risks of such a financing. Mr. Ng communicated to Mr. Kalman that potential investors were also seeking preferred stock, convertible on a one-to-one basis into Jaguar securities upon closing of a business combination as part of debt financing. Mr. Kalman and Mr. Ng agreed to offer such terms and were aided in structuring the transaction by Chardan Capital Markets.

At the time that the bridge financing was being structured, during August and September 2007, considerable delays were being encountered by China Cablecom in completing the negotiation of the agreements underlying the network purchases and in completing audits of potential network acquisitions according to US GAAP. As a result, it was decided to structure the China Cablecom bridge financing in a manner that would permit flexibility to acquire one or two network acquisitions. In the event that only one acquisition was consummated, Mr. Kalman decided and Mr. Ng agreed that the number of shares to be issued to Mr. Ng, the initial shareholder of China Cablecom, would be reduced. In return, Mr. Kalman and Mr. Ng agreed to provide the opportunity for Mr. Ng to earn back such shares if China Cablecom achieved financial milestones which would have been achieved by the acquisition of a second network in a relatively short time frame. The net increase in equity consideration issuable upon consummation of the Business Combination resulted solely from the shares to be issued to the investors in the China Cablecom bridge financing and the shares to be issued to the initial shareholder of China Cablecom were reduced.

Jaguar’s management and Board of Directors met in person and over the phone throughout August and September 2007 to review the economic factors of the deal with China Cablecom, and the fact that the cost of the deal had increased since the signing of the letter of intent. The economic factors that Jaguar’s management and Board of Directors discussed included the facts that China Cablecom would be acquiring one network and not two, that the resulting EBITDA to Jaguar’s shareholders would be reduced to approximately $3,400,000 from $5,000,000, and that the number of shares to be paid by Jaguar to China Cablecom would increase from 1,500,000 to 2,066,680 because of the need to compensate the bridge investors.

Jaguar’s management and Board of Directors concluded that, despite the reduction in EBITDA to $3,400,000, they still supported the increase in the cost of the deal. In this discussion, Jaguar’s management and Board of Directors determined that a critical business factor was that it was more important that China Cablecom complete the acquisition of the first network than acquire another network with more subscribers, as completing the acquisition of the first network would enable China

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Cablecom to understand, negotiate and execute all of the agreements in the PRC that would become the basis for subsequent acquisitions. In addition, the final negotiated cost per subscriber of $77 (excluding the value of any Performance Shares that might be issued) was still acceptable and would likely be viewed positively by Jaguar shareholders voting on the deal; and that, perhaps most importantly, Jaguar came to understand through the course of due diligence that Jaguar would be one of the first, if not the first, foreign investor in a Chinese cable TV asset. In addition, Mr. Ng had made it clear to Jaguar’s management that he would not accept any lower amount of consideration for his shares in China Cablecom than 1,300,000 shares of the resulting company. Jaguar’s Board of Directors concluded that the foregoing reasons more than justified an increase in the cost of the transaction.

A copy of the Merger Agreement is contained in Annex D.

Board Consideration and Approval of Transaction

As the parties continued to negotiate the Merger Agreement, on October 30, 2007 the Board of Directors of Jaguar met to review the transaction. While no one factor determined the final agreed upon consideration in the Business Combination, Jaguar’s board of directors reviewed various industry and financial data, including certain valuation analyses and metrics compiled as a result of due diligence in order to make its determination whether the consideration to be paid to the China Cablecom shareholders was reasonable and that the Business Combination was in the best interests of Jaguar’s stockholders. Jaguar’s Board of Directors also reviewed and considered certain analyses provided by Navigant in order to determine that the Business Combination consideration was fair from a financial point of view to Jaguar. (You should note the information concerning the fairness opinion, including the assumptions and qualitative judgments made by Navigant and the estimates upon which it relied in preparation of its opinion, in the section entitled ‘‘General Matters Regarding Fairness Opinion’’ on page 80 and also in Annex A).

Jaguar’s management and consultants conducted a due diligence review of China Cablecom that included an industry analysis, a description of China Cablecom’s existing business model, inspections of company premises, review of corporate records and files, on-site visits to cable subscribers, in-depth meetings with three levels of China Cablecom management, in-depth meetings with representatives of the state owned enterprises (SOEs), a valuation analysis and formation of financial projections in order to enable the Board of Directors to ascertain the reasonableness of the consideration.

As a result of this due diligence investigation, Jaguar’s management concluded that the information it had received previously from China Cablecom’s management about the China Cablecom’s opportunity was correct: that its capabilities were substantial, its prospects for growth significant and its ability to grow with a minimum of competition considerable. While these projections and assessments may not ultimately prove to be accurate, and included an analysis of one network that was ultimately not acquired, Jaguar’s management believes that they, together with the variable portion of the consideration based on actual future financial performance, constitute a reasonable basis for the pricing of the transaction to merge Jaguar and China Cablecom.

Jaguar used the following data from recent cable TV industry transactions throughout Asia as another data point in analyzing the value of China Cablecom. Jaguar considered that these transactions contain varying characteristics and attributes relating to the underlying companies and the countries of origin that make a specific comparison difficult, but nonetheless deemed them valuable as another data point in analyzing the value of China Cablecom. Factors such as (1) demographics of the citizens in the underlying countries, (2) size of the transactions, (3) developmental stage of the underlying companies, and (4) growth characteristics of the companies and the countries were considered. Jaguar’s Board concluded that the Chinese market, by comparison to the following transactions as well as by comparison to stable and mature U.S. based cable companies, had enormous potential for growth. Contributing to this conclusion is (1) the substantial size of the Chinese cable market as compared to the U.S. cable market (139 million cable households in the PRC versus 86 million cable households in the U.S.), (2) current penetration rates of both analog and digital cable in PRC much lower than other developed countries, (3) the mandated rate of deployment of digital cable in PRC, (4) the PRC’s willingness to substantially increase monthly subscriber rates for digital cable as evidenced by the cities where such conversion has taken place, (5) anticipated rising household incomes in the PRC as evidenced by numerous published reports, (6) minimal competitive

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threats currently. The range of the values per subscriber, a key metric in valuing a cable business, was substantial, yet in no case approaching recent acquisition values per subscriber in the U.S. which have ranged between $2,000 and $4,000 per subscriber. Each of the networks below, two of which were smaller in size than Binzhou, had values/per subscriber substantially higher than the approximate $77 per subscriber that Jaguar was proposing to pay for China Cablecom.


Target Buyer Date Country Transaction
Size
Subscribers Implied
value per
subscriber
China Network Systems MBK Partners 10/06 Taiwan $1.7 bil 1.1 mil $ 1,509