ADCHINA LTD. (ADCN) IPO

We estimate that we will receive net proceeds from this offering of 
approximately US$                           million after deducting 
underwriting discounts and commissions and the estimated offering expenses 
payable by us. These estimates are based upon an assumed initial offering 
price of US$                          per ADS, the mid-point of the range
shown on the front cover page of this prospectus. [We will not receive any of 
the proceeds from the sale of ADSs by the selling shareholders.] A US$1.00 
increase (decrease) in the assumed initial public offering price of US$  
per ADS would increase (decrease) the net proceeds of this offering by US$    
million, assuming the sale of                          ADSs at US$           
per ADS, the mid-point of the range shown on the front cover page of this
prospectus and after deducting underwriting discounts and commissions and the 
estimated offering expenses payable by us. 

The primary purposes of this offering are to create a public market for our 
shares for the benefit of all shareholders, retain talented employees by 
providing them with equity incentives, and obtain additional capital. We 
intend to use the net proceeds received by us from this offering for the 
following purposes: 

• approximately US$                           million for continuing
 investment in our technology and solutions development, with focus on our
 mobile platform and performance-based solutions; 

• approximately US$                           million for acquiring strategic
 advertising inventory, including selectively extending our reach to
 publishers who have complementary audience bases; 

• approximately US$                           million for pursuing sales and
 marketing initiatives to facilitate our geographical expansion within China,
 including further expanding the headcount of our sales force and increasing
 spending on training we provide to our sales force; and 

• the remainder for general corporate purposes, including strategic
 investments and acquisitions (although we are not currently negotiating any
 such acquisitions). 

The amounts and timing of any expenditures will vary depending on the amount 
of cash generated by our operations, competitive and technological
developments and the rate of growth, if any, of our business. Accordingly, our 
management will have significant flexibility in applying the net proceeds of 
the offering. If an unforeseen event occurs or business conditions change,
we may use the proceeds of this offering differently than as described in this 
prospectus. For example, we may use a portion of the net proceeds we receive 
from this offering for strategic acquisitions, although we are not currently 
negotiating any acquisition transactions. 

In utilizing the proceeds from this offering, we are permitted under PRC laws 
and regulations to provide funding to our PRC subsidiaries only through loans 
or capital contributions and to our consolidated affiliated entities only 
through loans, and only if we satisfy the applicable government registration 
and approval requirements. We cannot assure you that we will be able to meet 
these requirements on a timely basis, if at all. 

Pending use of the net proceeds, we intend to hold our net proceeds in 
short-term, interest-bearing debt instruments or demand deposits.

As demand for internet advertising services and solutions continues to 
increase, we expect new competitors to enter the market and existing 
competitors to allocate more resources to developing and marketing internet 
advertising services and solutions. As a result, we expect competition in the 
internet advertising market to intensify. 

Our primary current and potential competitors include internet advertising 
networks such as Adsit! Media Corporation, Adsame Networks Technology 
Incorporated, Shanghai MediaV Advertising Co., Ltd., YoYi Media (Beijing) 
Interactive Advertising Co., Ltd., hdtMEDIA Corporation and Shanghai Quantone 
Digital Advertising Co., Ltd., an entity related to Allyes Online Media 
Holding Ltd. 

We also compete for a share of advertisers' overall marketing spending with 
large internet companies and traditional media, including website publishers 
with their own sales forces that sell their advertising space directly to
advertisers; major internet portals and search companies; and direct 
marketing, television, radio, cable and print advertising companies.