Edgar Filing: Alyst Acquisition Corp.

China’s Emerging TV Advertising Network

August 2008

Filed by China Networks International
Holding Ltd. pursuant to Rule 425
under the Securities Act of 1933 and
Deemed Filed Pursuant to Rule 14a-12
under the Securities Act of 1934

Subject Company:

Alyst Acquisition Corp.

Commission File No. 001-33563

The information contained in this presentation is intended solely for the benefit of investors interested in the
proposed acquisition of China Networks Media Ltd. (China Networks) by Alyst Acquisition Corp. (Alyst).
Except where otherwise indicated, the information in this presentation has been provided solely by China
Networks and Chardan Capital Markets.

            Alyst , China Networks and China Networks International Holdings (CN International), and their respective
directors and executive officers, and Chardan Capital Markets and its partners and directors may be
deemed to be participants in the solicitation of proxies for the special meeting of Alyst stockholders to be
held to approve, among other things, the proposed business combination with China Networks.  In
connection with the pending transaction, CN International will also file with the SEC a Registration
Statement on Form S-4. The stockholders of Alyst are urged to read the Registration Statement and the
preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus when they are
available, as well as all other relevant documents filed or to be filed with the SEC, because they will contain
important information about China Networks, Alyst, and the proposed transaction. The final proxy
statement/prospectus will be mailed to stockholders of Alyst after the Registration Statement is declared
effective by the SEC. Stockholders will be able to obtain a copy of the definitive proxy
statement/prospectus and any other relevant filed documents at no charge from the U.S. Securities and
Exchange Commission’s website (www.sec.gov).  These documents will also be available from Alyst at no
charge, once filed with the SEC, by directing a request to 233 East 69th Street, #6J, New York
, NY 10021.

This presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are based on current expectations or
beliefs, including, but not limited to, statements concerning the company's operations and financial
performance and condition. For this purpose, statements that are not statements of historical fact may be
deemed to be forward-looking statements. The company cautions that these statements by their nature
involve risks and uncertainties, and actual results may differ materially depending on a variety of important
factors beyond the control of Alyst and China Networks.

Important Notice

Who We Are

China Networks is a fast-growing TV
advertising network in China

China Networks operates as the
exclusive advertising arm for TV
stations within its network

The Company

China Networks

Founded in October 2007

63 employees

Consolidated stations as of August 2008:

50% of Yellow River TV Station

II.

50% of Kunming TV Station

Audited 2007

Revenue

(100%
consolidation)

Net Income

(50%
consolidation)

Audience

Coverage

(population)

Number of
TV Channels

Programming
Hours per Day

ARPA*

Yellow River

$5.6mm

$1.9 mm

30 mm

$0.19

Kunming

$15.4mm

$5.5 mm

6.2 mm

130

$2.53

TOTAL

$21 mm

$7.4 mm

36.2 mm

150

Source: Yellow River and Kunming Stations

* Average revenue per audience coverage

Growth Strategy

1. Improve core profitability – Organic Growth

Increase revenue ~20+% per annum through: ad sales effectiveness, network leveraged pricing,
assisting the TV stations on improving their programming acquisition strategy

Reduce costs of ad delivery through storage/transmission technologies and economies of scale,
holding net margins at 68 – 70%

2. Extend offering in network – Organic Growth

Expand full-service offering to include media planning and creative services

Leverage buying power by advising network stations on their programming acquisition

Develop new channel offerings in partnership with partners, e.g. Home Shopping

3. Expand network – M&A Growth

Acquire additional TV advertising network stakes: pipeline of >10 deals already prioritized from
field of >350 potential broadcaster partners

Opportunity to build affiliate network with agency deals to sell partial ad inventory

Revenue

100%

consolidation

EBITDA

50%
consolidation

Net Income

50%
consolidation

ARPA

Audience
coverage

(population)

No. of
Channels

Company A

$7.5 mm

$3.0 mm

$0.53

10 mm

Profile of Typical Add-on Acquisition

The Company

Current Network:

Kunming TV

Yellow River

ARPA: $2.53

Channels: 6 TV

Coverage: 6.2 mm

2007 Revenue: $15.4 mm*

2007 Net Income: $5.5 mm*

Near-term Potential Add-on Acquisitions:

ARPA range: $0.53 to $9.5 each

Coverage range: 2 mm – 10 mm each

Revenue range: $5 mm - $17 mm each*

Net Income range: $2 mm - $7 mm each*

ARPA: $0.19

Channels: 1 TV, 1 Radio

Coverage: 30 mm

2007 Revenue: $5.6 mm*

2007 Net Income: $1.9 mm*

* Under US GAAP, China Networks consolidates 100% of all income
statement items less 50% minority interest which reduces net income
by that amount and does not impact the revenue line.

Business Opportunity

Chinese TV industry is decentralized and highly fragmented

296 broadcasters operating over 2,983 channels, reaching 96% of the population through terrestrial
and cable¹

National and Provincial SARFT² who own all assets currently are keen to see performance and
monetization

Huge growth in advertising spending

Advertising growth set to continue at 17.33% per annum³

China will become the 4^th largest advertising economy in the world in 2010 worth $24bn⁴

TV advertising is largest (~40%) and fastest growing medium in the market⁴

Deregulation just beginning

Industry has been highly regulated which has limited private investment and virtually precluded
foreign investment to date

Deregulation (in advertising initially) creates significant opportunities for companies that can improve
the profitability and efficiency of broadcasters

China Network’s model builds and innovates on tested JV models

¹ National Statistics Bureau 2006

²China’s media regulator: State Administration for Radio Film & Television

³ China Advertising Industry Forecast Report, 2007-2010

⁴ Advertising Expenditure Forecasts, ZenithOptimedia, March 2008

China Advertising Growth

China Total Annual Advertising Revenue

Highlights

China is currently the 5th largest market in the world in 2008,
projected to become the 4^th by 2010

Greatest growth rates projected in second and third-tier cities from
2005

Source: Advertising Expenditure Forecasts,
ZenithOptimedia, March 2008

Spend per Capita US$

Spend per GDP %

2007 China Annual Advertising Spending

Despite rapid growth, Chinese advertising market is still small by
international standards relative to the size of the economy

China’s per capita advertising expenditure was $11.30 compared to
$589.60 in US in 2007

China’s advertising expenditure only represented 0.2% of GDP
compared to 1.3% in US in 2007

8,114

9,063

10,586

12,694

15,023

18,867

21,186

24,266

5,000

10,000

15,000

20,000

25,000

30,000

2003

2004

2005

2006

2007

2008E

2009E

2010E

(US$ million)

11.3

50.5

198.0

327.0

382.3

589.6

1.3%

1.1%

0.2%

0.5%

0.8%

1.0%

250

500

750

1,000

China

Brazil

South Korea

Japan

United

Kingdom

United States

0.0%

0.4%

0.8%

1.2%

1.6%

China Advertising Growth

China Annual Advertising Spending

US$ Million

Highlights

TV advertising is the fastest
growing advertising category

Despite rapid growth, the
Chinese advertising market
is still small by international
standards

TV Advertising accounts for
over 39.3% of total market
share of advertising in 2007

2nd and 3^rd tier market
shows large growth potential

Target regions’ ratio of TV
and radio ad income to total
GDP is lower than the
national average

Source: ZenithOptimedia Advertising Expenditure Forecasts, March 2008

Mr. Li Shuangqing: Co-Chairman and CEO

2007 to present, Co-Chaiman and CEO of China Networks Media Limited

2006 to 2007, Chairman of Shandong Huashi Media & Technology, a leading Electronic Program Guide provider in China

2001 to 2006, General Manager of Huicong Advertising, a leading Chinese internet and TV advertising company

1997 to 2001, Director of Advertising Department of Qilu TV Station

1980 to 1997, management and TV production roles with Shandong and Qilu TV Stations

Graduated from Guanghua School of Management, Peking University, Executive MBA program

Mr. Sean Hinton: Co-Chairman

2008 to present, Co-Chairman of China Networks Media Limited

2005 to present, Principal, Terbish Partners – investment banking and strategic advisory specializing in the media sector in London and
Beijing

2000 to 2005, Managing Director, Ealing Studios – UK film and TV studio with feature film, TV production and studio facilities.

1995 to 2000, Senior Consultant, McKinsey & Co. Media Practice – clients included major international media corporations (UK,
Australia, China, US)

Graduated from MIT Sloan School of Management, Cambridge University, Guildhall School of Music and Drama

Mr. Zhou Chuansheng: VP Sales/Marketing

2007 to present, VP Sales/Marketing of China Networks Media Limited

2006 to 2007, General Manager of Shandong Huashi Media & Technology, a leading Electronic Program Guide provider in China

2003 to 2006, General Manager of Jinan Huamei Media Advertising

2001 to 2003, General Manager of Zhengzhou Branch of Huamei Media Advertising

CN Management Team

Ms. Guan Yong: VP Business Development

2007 to present, VP Business Development of China Networks Media Limited

2006 to 2007, Director of Greater China Sales Department, Zhuhai Cosmedia, branch of Hongkong Cosmedia Holding Ltd., a London
AIM listed company, focusing on developing and implementing a multi-platform advertising and distribution network in mainland China
and Hong Kong

2004 to 2006, Director of Advertising Department of Economy & Life Channel in Henan TV Station

2000 to 2004, Key Account Manager, Huicong Advertising

1995 to 2000, Manager of East China region of Shandong Qilu TV Station Advertising Department

1988 to 1995, Shandong Linyi TV Station

Mr. Liu Rui: Head of Media Planning

2007 to present, Head of Media Planning of China Networks Media Limited

2006 to present, Director of Strategy, at Daqi (www.daqi.com) web 2.0 site

2002 to 2006, Vice President of Huamei Meidia, subsidiary of Huicong Advertising, specializing in advertising sales and planning

1998 to 2002, Sichuan Gaoyang Advertising, media buying and data analysis for SCTV, CDTV & CQTV

1996 to 1998, Institute of Classics, Sichuan University, engaged in editing classical literature

CN Management Team

Capitalization Tables

Primary Share Basis Pre Business Combination

Fully Diluted Post Business Combination

¹ Includes as-converted preferred shareholders

² Upon cash conversion of all outstanding warrants less $24,922,100 to be paid to holders of pre-
business combination China Networks capital stock

Equity Earn-out Targets

Owners of China Networks, on an all-or-none basis each year, will be issued
shares of common stock upon achieving net income¹ in the following amounts
for each year from 2009 to 2011:²

¹Net Income means the net income of the China Networks Surviving Corporation and its subsidiaries as determined in
accordance with U.S. generally accepted accounting principles (“GAAP”), excluding equity-based compensation charges,
extraordinary one-time charges and charges related to the Business Combination or impairment of goodwill.

²Owners of China Networks will also receive additional cash consideration of $3 million per annum for achieving net income
targets of $15 million and $25 million in years 2009 and 2010, respectively.

Comparable Analysis

Source: Capital IQ as of August 14, 2008

$ in millions

Takeaway Points
China’s First TV Advertising Network

Profitable established business with significant scale

China Network’s initial acquisitions provide a historically stable profit base with a large platform of
established audiences in each market.

Rapidly growing market

China’s advertising market was already large ($15bn) in 2007 and growing rapidly (17.33% CAGR)
and will become the 4^th largest in the world in 2010, with TV advertising consisting of 40% share.¹

Unique and advantageous structural position

By securing exclusive contracts to provide advertising in multiple territories in partnership with
SARFT, China Network enters the market with a unique and sustainable competitive advantage, and
a highly scalable business model.

Strong growth prospects

In addition to expanding the core ad-sales business through operational improvements and market
development, and growing the network through acquiring stakes in additional territories, China
Network has a rich set of growth options including building an affiliate network of partner-channels
and additional content provision.

Seasoned management team

China Network has attracted a highly-experienced team with solid experience and proven track
record in the TV and advertising industry in China and internationally, as well as established
relationships with national and local governments.

¹Advertising Expenditure Forecasts, ZenithOptimedia, March 2008

Appendix

December 31,

2007

December 31,

2006

December 31,

2005

USD

Assets

Current Assets: -

Accounts Receivables

$ 4,019,922

$ 1,978,313

$ 1,693,318

Other Receivables

38,621,846

22,301,989

10,480,950

Bills Receivables

95,163

Cash at Bank

116,055

450,501

493,544

Total Current Assets

$42,757,823

$24,730,803

$12,762,975

TOTAL ASSETS

$42,757,823

$24,730,803

$12,762,975

Liabilities and Invested

Equities

Current Liabilities: -

Accounts Payables

24,257

23,466

Other Payables

6,421

Accrued Expenses

128,782

103,876

54,327

Deposit Received

1,632,860

1,163,332

693,896

Receipts in Advance

840,731

165,463

198,436

TOTAL LIABILITIES

$ 2,602,373

$ 1,456,928

$ 976,546

Commitment and Contingencies

Invested Equity: -

Retained Profits

37,291,598

22,549,277

11,639,706

Accumulated Other Comprehensive Income

2,863,852

724,598

146,723

$ 40,155,450

$ 23,273,875

$ 11,786,429

Total Liabilities and Invested Equity

$ 42,757,823

$ 24,730,803

$ 12,762,975

KUNMING AND YELLOW RIVER

SPECIAL PURPOSE COMBINED CARVE-OUT STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2007 (UNAUDITED), 2006 (AUDITED) AND 2005 (AUDITED)

Audited Financials
Balance Sheet*

*Carve-out financial statements represent financial condition for the combination of Kunming and Yellow
River TV stations through December 31, 2007 prior to 2008 consolidation by China Networks Media Ltd.

Audited Financials
Income Statement *

Year ended

December 31, 2007

Year ended

December 31, 2006

Year ended

December 31, 2005

USD

Revenue

$ 20,989,849

$ 17,081,520

$15,528,457

Sales Tax

1,267,418

1,199,131

1,122,205

Cost of Revenue

3,295,981

3,467,815

1,925,218

Gross Profit

$ 16,426,450

$ 12,414,574

$ 12,481,218

Other Income

28,802

102,262

10,337

Sales and General and

Administrative Expenses

1,712,931

1,607,265

,376,299

Income Before Taxes

14,742,321

10,909,571

1,115,256

Income Tax

Net Income

$ 14,742,321

$ 10,909,571

$ 11,115,256

KUNMING AND YELLOW RIVER

SPECIAL PURPOSE COMBINED CARVE-OUT STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

Dec 31^st 2007

USD

Dec 31^st 2006

USD

Dec 31^st 2005

USD

Cash flows from operating activities:

Net income before tax

14,742,321

10,909,571

11,115,256

Changes in assets and liabilities:

Trade accounts receivables

(1,839,824)

(224,226)

(1,629,208)

Other receivables

(14,265,229)

(11,280,994)

(10,230,553)

Bills receivables

96,766

(93,978)

Prepayments

815,693

Accounts payables

(25,111)

(1,958)

Other payables

(6,529)

(125,752)

Accrued expenses

17,018

46,940

53,651

Deposit received

374,905

438,786

685,258

Receipts in advance

641,805

(39,013)

(152,868)

Net cash (used in)/provided

by operating activities

(354,115)

58,699

435,541

Effect of foreign exchange rate changes

19,669

15,656

6,798

Net increase in cash

(334,446)

(43,043)

442,339

Cash, beginning of period

450,501

493,544

51,205

Cash, end of period

116,055

450,501

493,544

Supplemental disclosures of cash flow
and non cash information:

Interest paid

Income tax paid

KUNMING AND YELLOW RIVER

SPECIAL PURPOSE COMBINED CARVE-OUT STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

Audited Financials
Statement of Cash Flows*

Kunming TV Station

Founded March 1985

Coverage: 6.2 million population in 5 areas, 8 counties and Kunming itself

Kunming City TV – General Channel ranked in the Top 3 audience rating stations in Kunming city in 2006

6 TV channels:

Terrestrial and Cable: General Channel, Movies Channel

Cable Only: Entertainment Channel, Living Channel, Economic Channel and News Channel

More than 130 hours/day of programming including drama, documentary, news, and entertainment of which 7 hours/day
produced in-house

KMTV studio facilities include office space of more than 33,000 square meters, including one large broadcast studio of
1,000 square meters and 9 mid- and small-sized studios

Advertisers include:

Proctor & Gamble

Samsung

McDonald’s Corp.

KFC

Audi

Chery Automotive

Company Details

Kunming

Top 10 TV Channels by Average Rating in Kunming (4+, whole day, 2006)

Ranking

Channel

Rating(%

Share(%

CCTV General Channel

2.2

14.9

Yunnan TV City Channel(TV2)

1.8

12.2

Kunming TV General Channel

1.5

9.8

Kunming TV Movies Channel

0.8

5.6

CCTV-6

0.8

5.1

Yunnan TV Movies Channel(TV5)

0.8

5.0

CCTV-5

0.6

4.1

CCTV-3

0.6

4.0

CCTV-8

0.6

4.0

Yunnan TV Satellite Channel(TV1)

0.4

2.8

Data Source: CSM Media Research 2007, China TV Rating Yearbook 2007

Kunming TV Station

Company Details

Kunming Station Ratings

China Yellow River TV Station

Founded in July 1991, and has been broadcasting both domestically and internationally for 16
years

1 Domestic TV channel: Yellow River Minsheng Channel

Coverage: Shanxi Province, 30 million population

Broadcasting Time: 20 hours per day, including 2.5 hours self-produced programs, 17.5 hours
purchased programs

1 Radio Station: Art & Entertainment Radio

Coverage: Shanxi Province, 20 million population

2 International Channels: (not for profit)

SCOLA Channel: Satellite TV, 24 hour broadcasting 3 channels

International Channel: cooperation with ECHO Star, Chinese language and culture learning channel,
50,000 subscribers

Advertisers include:

China Mobile

HPGC

Arche

Company Detail

Yellow River

Chinese 4 level TV System

Source: Chinese Media University Publishing
House, Report on the development of Chinese City
TV station, 2007; Skillnet MI, 2008

TV Station Revenue Structure

In USD bn

Ad Revenue

CATV Subscription
Fee

Other Operating
Revenue*

Total Operating
Revenue

Central Level

1.63 (21.8%)

0.43

0.09

2.15

Provincial Level

3.56 (47.6%)

0.65

1.74

5.95

City Level

1.77 (23.7%)

0.49

1.02

3.28

Country Level

0.52 (6.95%)

0.97

0.36

1.85

Total

7.48

2.54

3.2

13.22

*Other operating revenue:
such as events sponsoring

Source: SARFT statistic 2007, Skillnet MI, 2008

Contact

Alyst Acquisition Corp.

Chardan Capital Markets, LLC

Address: 233 East 69 ^th Street

#6J

New York, NY 10021

Contact Person: Michael E. Weksel

Tel: 1 646 290 6104

Fax: 1 212 918 1598

E-mail: mweksel@alyst.net

Address: 17 State Street. Suite 1600

New York, NY 10004

Contact Person: George Kaufman

Tel: 1 646 465 9015

Fax: 1 646 465 9039

E-mail: gkaufman@chardancapitalmarkets.com