Committed to Your Success

http://www.zhonglun.com

Beijing Office 36-37/F, SK Tower, 6A Jianguomenwai Avenue, Beijing 100022, People’s Republic of China Tel˖86-10-5957-2288 Fax˖86-10-6568-1022/1838

Shanghai Office 11th Floor, Bank of China Tower, 200 Yincheng Road Central, Pudong New Area, Shanghai 200120, People’s Republic of China Tel˖86-21-5037-2668 Fax˖86-21-5037-2678

Shenzhen Office 10/F, Block A, Rongchao Tower, 6003 Yitian Road, Futian Disrict, Shenzhen, 518026, People’s Republic of China Tel˖86-755-3325-6666 Fax˖86-755-3320-6888/6889

Guangzhou Office Room1101,11/F,Times Property Center,No.410 Dongfeng Road Middle, Guangzhou 510030, People’s Republic of China ˖ ˖ Tel 86-20-8348-7383 Fax 86-20-8348-7380 COMMITTED TO YOUR SUCCESS

Wuhan Office 17F,New World International Trade Tower, 568 Jianshe Da Dao, Wuhan 430022, People’s Republic of China Tel˖86-27-8555-7988 Fax˖86-27-8555-7588

Chengdu Office 6/F, East Building, La Defense No.1480, North Tianfu Avenue, Chengdu High-tech Zone 610042, P.R.China Tel˖86-28-6208-8000 Fax˖86-28-6208-8111

Hong Kong Office Suites 801 & 802, 8th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong Tel˖852-2530-1680 Fax˖852-2530-1101

Tokyo Office 6F Kioicho Building, 3-12 Kioicho, Chiyoda-ku, Tokyo 102-0094, Japan Tel˖81-03-3288-8791 Fax˖81-03-3288-8795 Commitments

Clients' interests always come ﬁrst. We live on the clients whose trust brings us prosperity, reputation and success.

Teamwork makes us powerful. To serve our clients better, we need collective wisdom. We stress teamwork in everything we do. In Zhong Lun, there is no room for those who put their personal interests ahead of the interests of the ﬁrm and our clients.

Be practical and creative. We always provide clients with practical solutions, but we constantly strive to ﬁnd a better way for our clients. We pride ourselves for having pioneered many of the practices and techniques that have become standard in the profession in China.

Dedicated to excellence. We take great pride in the quality work we have always rendered for our clients. We have an unswerving determination to achieve excellence in practice, even when we are dealing with a simple issue. We know devil is always in the detail.

"They are very proactive and creative-these are very important assets." "Second to none in this field-very professional and insightful advice. They can explain the logic behind the transaction and the rationale of the regulations, while taking into account China's legal environment."

—— Chambers Asia-Paciﬁc 2011 CONTENTS

Firm Overview ………………………………………………………………………………… 01

Practice Areas ………………………………………………………………………………… 02 Anti-Monopoly/Competition Law ……………………………………………………… 02 Banking and Finance …………………………………………………………………… 03 Bankruptcy & Restructuring ……………………………………………………………… 04 Capital Markets …………………………………………………………………………… 05 Dispute Resolution ………………………………………………………………………… 06 Energy and Natural Resources …………………………………………………………… 07 FDI/Cross Border M&A …………………………………………………………………… 08 Hospitality ………………………………………………………………………………… 09 Intellectual Property ……………………………………………………………………… 09 International Trade ………………………………………………………………………… 11 Labor and Employment …………………………………………………………………… 12 Maritime and Admiralty …………………………………………………………………… 12 Mergers & Acquisitions …………………………………………………………………… 13 Overseas Investment ……………………………………………………………………… 14 Private Equity and Venture Capital ……………………………………………………… 15 Project Finance and Infrastructure ……………………………………………………… 16 Real Estate ………………………………………………………………………………… 17 Structured Finance & Securitization ……………………………………………………… 18

Taxation …………………………………………………………………………………… 19 Technology, Media and Telecommunications (TMT) …………………………………… 20 ZHONG LUN LAW FIRM

Firm Overview

Founded in 1993, Zhong Lun is a leading full service PRC law firm. With over 120 partners and nearly 500 associates strategically located in mainland China's key corporate and financial centers, Hong Kong and Tokyo, Japan, we are consistently chosen as a legal service partner by clients to help navigate through the increasingly complex legal environment across the vast geographic area of China. Our major practice covers almost all legal areas including Real Estate and Construction, Corporate Financing and Capital Markets, Mergers and Acquisitions, Private Equity and Venture Capital, Foreign Direct Investment, Banking and Finance, Structured Financing and Securitization, International Trade and WTO, Technology, Media and Telecommunications (TMT), Intellectual Property, Bankruptcy and China Law Firm of the Year Corporate Reorganization, as well as Dispute Resolution. (National) (Chambers Asia-Pacific 2011) We are proud to have been selected as primary advisors by a broad range of blue chip clients that include numerous Fortune 500 companies, banks and financial institutions as well as international Top rankings from Chambers organizations and government authorities. We strive to provide quality, efficient and practical (2008-2011) legal advice on complex business transactions in China. Our outstanding work has achieved broad From 2008 to 2011, Zhong Lun has recognition. Our practices and lawyers are regularly cited and recommended in their respective been regularly recommended by markets by media such as Chambers & Partners, Asian Legal Business, Asia Law & Practice and Chambers Asia / Asia-Pacific among International Financial Law Review. PRC peers in the following areas of expertise: Our success to date is attributable to our intellectual agility. By practicing at the highest levels of the ■ International trade legal profession in a culture that emphasizes collegiality, team work, respect for everyone, professional ■ Private equity and business ethics, and duty to the profession and our communities, we attract and retain the best ■ Real estate professionals to ensure the best outcomes for our clients. Most of our professionals graduated from ■ Corporate restructuring & insolvency prestigious law schools in China and abroad. Many of them have practiced in leading international law ■ Corporate/M & A firms. All of our partners are successful practitioners in their fields with extensive practice experience ■ Competition/antitrust and in-depth knowledge of the clients' business. ■ Banking and finance ■ Dispute resolution ■ Employment As one of the most influential PRC law firms with deep roots in the political, legal and commercial ■ IT, telecommunications, media and circles of China, Zhong Lun maintains effective working relationships and communication channels entertainment with government and semi-governmental entities at various levels, as well as major industry players. ■ Construction Our lawyers have frequently been invited to participate in legislative process. Some of them act as ■ Intellectual property independent consultants for key industrial regulators. This enables us to provide practical legal advice for clients. Asialaw Leading Lawyers (2007-2011) A number of Zhong Lun partners In an ever-changing jurisdiction, Zhong Lun has gained a strong reputation for providing innovative were selected as Asialaw Leading legal solutions to meet the evolving needs of our clients. As early as in the first half of 1990s, Zhong Lawyers by Asia Law & Practice for Lun introduced a wholly new practice for Beijing's real estate transactions to help build confidence consecutive years. of overseas investors in China's real estate market. Zhong Lun also pioneered the research and development of China's securitization practice.

Zhong Lun is fully aware that all our success is built upon the supports of our clients. All our efforts are committed to the success of our clients.

01 www.zhonglun.com ZHONG LUN LAW FIRM Practice Areas

Anti-Monopoly/Competition Law

Zhong Lun's anti-monopoly/ competition law practice was ranked in Band 1 of Chambers Asia-Paciﬁc 2011 and Chambers Asia 2010.

Zhong Lun is one of the ﬁrst PRC ﬁrms establishing anti-monopoly/competition practice. Over the past years we have rendered services to a number of local and international market leaders and accumulated a wealth of experience in this area.

Our anti-monopoly/competition team is equipped with local expertise as well as international experience gained from our lawyers' previous practice of competition law with prestigious international law ﬁrms. A number of the team members are not only well-versed in anti-monopoly/competition laws, but also experts in particular industries.

Scope of Services:

■ Filing of concentration of undertakings (merger control ﬁling) ■ Negotiation of settlements with anti-monopoly law enforcement agencies ■ Drafting and reviewing of various business agreements (e.g. licensing agreements, distribution agreements, research and development agreements, co-operation agreements) ■ Representing in investigations conducted by competition authorities ■ Representing in damage claims resulting from cartel ﬁndings ■ Representing in administrative reviews, civil or administrative litigations ■ Advising on other regulatory compliance matters

The competition team here has a good reputation for providing a broad spectrum of legal services to multinational clients in regards to antitrust law in China. Sources say: "The lawyers in this team have great access to government agencies and are undoubtedly real players in the antitrust arena." —— Chambers Asia-Paciﬁc 2011

One of the ﬁrst PRC ﬁrms to practice competition law, Zhong Lun advises both domestic and international clients. Peers commend the team:"It is involved in many of the highest-profile matters in China." In a recent highlight, the group assisted Panasonic with obtaining a merger clearance in China for its merger with Sanyo. —— Chambers Asia 2010

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Banking and Finance

Zhong Lun's Banking and Finance practice was ranked in Band 1 among PRC law ﬁrms by Chambers Asia- Paciﬁc 2011.

For a long time Zhong Lun has enjoyed the reputation as a leading legal advisor in China's banking and finance market. With China's gradual integration with global economy and opening of financial sector to foreign banks, banking and financing transactions become increasingly complex. We are able to provide sophisticated legal services to foreign and domestic banks, leasing companies, investment banks, and other financial institutions for their businesses in China.

Our finance team is the key outside counsel to the International Finance Corporation in its PRC financing projects. Our services also cover daily operations of financial institutions, deposits, loans, project facilities, commercial paper, bonds, trusts, leases, and insurance. In addition, we regularly represent dozens of ﬁnancial institutions in their ﬁnancing-related disputes.

Scope of Services:

■ Syndicated loans ■ Loan facilities for mergers and acquisitions ■ International organization and foreign government loans ■ Commercial paper and letters of credit ■ Financial leasing for airplanes, ocean carriers and equipment ■ Project finance facilities for energy and infrastructure projects ■ Consumer credit, real estate and automobile mortgage loans ■ International trade finance ■ Taking and enforcing security for various financial transactions ■ Trusts ■ Financial asset management and debt restructuring ■ E-banking services

This firm climbs to the top of the table this year due to a significant market share and excellent client feedback. Best known for its real estate finance work, the team has impressive capability and a superb track record in advising real estate developers on a range of issues.Sources say: "The team has been aggressively expanding its business, and it has been acting as counsel for lots of leading financial institutions." —— Chambers Asia-Pacific 2011

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Bankruptcy & Restructuring

Our bankruptcy & restructuring practice was highly recommended by Chambers Asia-Paciﬁc 2011, Chambers Global 2010 (China/Hong Kong) and Chambers Asia 2009 and continued to be ranked in Band 1.

Zhong Lun was short-listed as bankruptcy administrator (trustee) candidates by Beijing High People's Court and Shenzhen Intermediate People's Court.

Our Bankruptcy and Restructuring Group is committed to rendering creative and practical solutions for our clients. We have expertise in a wide array of complex bankruptcy, insolvency, ﬁnance and restructuring matters, and represent a diverse group of domestic and international interests. We have been short-listed by Beijing High People's Court and Shenzhen Intermediate People's Court as a bankruptcy administrator (trustee) candidate, which is a pre-requirement for a law ﬁrm to be chosen as a bankruptcy administrator.

Our clients include debtors, creditors' committees, individual creditors, lenders, trustees, receivers and liquidators. In recent years, we have been appointed by courts to serve as bankruptcy administers (trustees) in a number of high-proﬁle bankruptcy cases, including bankruptcies of Dapeng Securities, Hangtang Securities, Minfa Securities, and several listed companies.

Scope of Services:

■ Serving as bankruptcy administrators/ members of the liquidation team ■ Representing creditors, debtors, investors or other stakeholders in the reorganization of listed companies ■ Filing bankruptcy applications on behalf of creditors, debtors, or other interested parties ■ Filing compulsory liquidation applications before the court on behalf of the shareholders and creditors ■ Participating in the bankruptcy reorganization and liquidation as the legal advisor of the creditors and recall right holders ■ Serving as the legal advisor of the liquidation team upon delegation of the companies and shareholders ■ Handling the risk disposal of securities firms, trusts firms and other financial institutions upon appointment of regulators ■ Other services related to bankruptcy reorganization and liquidation

One of the pioneers in the field, this firm remains a powerful player in the market. On the contentious side, it has acted as the administrator of more than 30 enterprises over the past year. It also has tremendous experience in corporate restructuring, encompassing both state-run enterprises and privately listed companies. —— Chambers Asia-Paciﬁc 2011

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Capital Markets

Zhong Lun's Capital Markets practice was highly recommended by Chambers Asia-Paciﬁc 2011, Chambers Global 2010 (China/Hong Kong) and Chambers Asia 2010 (China) and ranked in Band 1.

According to statistics of ChiNext listings from CSRC, as of the end of October 2010, Zhong Lun ranked ﬁrst in term of the success rate and ranked second in term of the market shares among the top six PRC law ﬁrms.

Our capital markets practice encompasses both equity and debt offerings. We advise issuers and underwriters on a broad range of domestic and international private and public offerings. Our lawyers have represented hundreds of major Chinese companies on their onshore and offshore offerings and listings on stock exchanges including Shanghai Stock Exchange, Shenzhen Stock Exchange, Hong Kong Stock Exchange, New York Stock Exchange, NASDAQ Stock Market, American Stock Exchange, Toronto Stock Exchange, Singapore Exchange Limited, Tokyo Stock Exchange and London Stock Exchange. A number of our partners in this area have been consecutively recognized as "Asialaw Leading Lawyers" by Asia Law & Practice.

Zhong Lun has established good working relationships with capital market regulators and stock exchanges in different jurisdictions. We also keep close contact with other intermediaries such as investment banks and accounting ﬁrms for any update on the capital markets.

Equity Capital Markets

■ Pre-IPO restructuring ■ Private placement ■ Domestic and overseas IPOs ■ Back-door listings ■ Formation of securities investment funds ■ Acquisitions, mergers, divisions, and restructuring of listed companies ■ Corporate governance ■ Information disclosure and other regulatory matters

Debt Capital Markets

■ Corporate bonds ■ Enterprise bonds ■ Financial bonds ■ Short-term ﬁnancing bonds ■ Mid-term notes

This firm enjoys a growing profile in the market and fields a strong team handling a broad spectrum of equity and debt products. —— Chambers Asia-Pacific 2011

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Dispute Resolution

Zhong Lun's Dispute Resolution practice was highly recommended by Chambers Asia-Paciﬁc 2011, Chambers Global 2010 (China/Hong Kong) and Chambers Asia 2010 (China).

Zhong Lun's dispute resolution team consists of over 100 professionals who have regularly appeared before various courts and other tribunals across China. Our expertise covers a broad range of industrial areas, including real estate, investment, finance, securities, insurance, sales contracts, products liability, patent, trademark, copyright, competition law and labor law. We have helped a number of Fortune 500 companies to obtain favorable judgments or arbitral awards in cases involving virtually every major industry and sector, including real estate, ﬁnancial services, information technology, media, healthcare, energy, consumer products, telecommunications and others.

Zhong Lun is recognized as a ﬁrm representing the largest number of cases before the Supreme People's Court of China. We work with our clients from pre-litigation counseling through all appeals and enforcement to achieve optimal results for our clients.

We are committed to providing superior service to our clients and are proud of the experience of our people, quite a number of whom are former judges. More than 10 of our partners are arbitrators of China International Economic and Trade Arbitration Commission (CIETAC), Hong Kong International Arbitration Center (HKIAC), Beijing Arbitration Commission, Shenzhen Arbitration Commission and Wuhan Arbitration Commission.

This experienced dispute resolution team earns consistent praise for offering quality services to domestic and overseas clients from a board range of sectors. The team is further enhanced by the firm's outstanding commercial and corporate practices.Sources say: "The firm is experienced in working with Fortune 500 companies." —— Chambers Asia-Pacific 2011

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Energy and Natural Resources

Zhong Lun represents a broad range of interests in the energy and natural resources sector, providing clients with a comprehensive and in-depth service led by experienced professionals. Our Energy and Natural Resources practice encompasses structuring, ﬁnancing, regulatory approval and operation of power, natural gas, energy, mining, and infrastructure projects, regulatory matters, and litigation.

We represented many of the major market players in the energy field, including China National Petroleum Corporation (CNPC), State Development & Investment Corporation (SDIC), SK Energy, Samsung Petrochemical, Shandong Gold Group, Asia Aluminum, and Zhengzhou Coal & Electric.

Scope of Services:

■ Reﬁning and petrochemical projects ■ Thermo-electricity, hydro-electricity and natural gas power plant projects ■ Coal, oil and gas exploitation, mining, transportation and sales ■ Financing and guarantees for energy and natural resource projects ■ Foreign investment and BOT projects ■ Environmental protection projects ■ Project transfer and tax planning ■ Application for and transfer of exploration rights and mining rights ■ Mergers, acquisitions and cooperation of energy and natural resource projects ■ Private placement and public offering of energy and natural resources enterprises

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FDI/Cross Border M&A

Zhong Lun's M&A practice was highly recommended by Chambers Asia-Paciﬁc 2011, Chambers Global 2010 (China/Hong Kong), Chambers Asia (2008, 2009, 2010) and continued to be ranked in Band 1.

Zhong Lun has a long history of assisting international companies of various sizes in all phases of their PRC operations. Zhong Lun also represents domestic companies in transactions with their foreign peers.

As a full service firm, Zhong Lun's M&A practice is featured by availability of supports from all practice disciplines when it is required. Our large pool of M&A lawyers, strategically located in major commercial centers, and many with substantial experiences of working in international law ﬁrms, ensures our capability to work on any nationwide mega deal in an efﬁcient and cost-effective way. We are also committed to adding value by providing our clients with the most practical legal solutions derived from our knowledge and experience and smooth communication channels with M&A regulators.

Scope of Services:

■ Initial investment structuring and due diligence ■ Establishment of FIEs ■ Establishment of regional headquarters for multinational corporations ■ Cross border mergers and acquisitions ■ Restructuring of FIEs ■ Reinvestment of FIEs ■ Ongoing legal and compliance advice ■ Customs formalities ■ Tax planning ■ Financial planning and structuring ■ Labor and human resources ■ Intellectual property protection ■ Liquidation of foreign invested enterprises ■ Licensing and distribution in the PRC ■ OEM/ODM arrangements with Chinese parties

This top-tier team beneﬁts from a deep bench of corporate talent and an extensive national network. It has impressive capabilities in corporate restructurings and cross-border M&A, and is well positioned to handle antitrust, IP and employment issues relating to M&A transactions. —— Chambers Asia-Paciﬁc 2011

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Hospitality

As a leading PRC firm in the hospitality industry, Zhong Lun has obtained a strong reputation in the hotel investment and management arena.

Our practice covers extensive areas including hotel investment, hotel development, consignment for management and operation of hotels, franchise, purchase and transfer, ﬁnancing and reﬁnancing, and dispute resolution.

Our clients include a number of world renowned hotel management groups, like Accor Hotel Group and Global Hyatt Corporation. We also represent owners, developers, and other players in the hospitality industry.

Scope of Services:

■ Hotel investment and development ■ Hotel management and franchise ■ Hotel mergers and acquisitions ■ Hotel ﬁnancing and reﬁnancing ■ Day-to-day management ■ Intellectual property protection

Intellectual Property

Zhong Lun's IP team comprises senior lawyers, patent agents and trademark agents and has obtained a wealth of experience in the areas of patent, copyright, trademark, domain name, software, integrated circuit, trade secret, anti-unfair competition, technology import and export, investment and acquisition of IT enterprises, e-commerce, telecom, electronics and other IP rights.

This team has experiences in a wide range of industries, including manufacturing, electronic products, electronic commerce, online gaming, telecommunications, software, high technology, media, advertising, information, commercial and consumer products.

Working with a stable of international and domestic companies, the growing team here offers expertise in patent, trade mark, copyright, and domain name disputes. Sources say: "The lawyers at Zhong Lun are professional, knowledgeable and solid." —— Chambers Asia-Paciﬁc 2011

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Intellectual Property

Scope of Services:

Trademark Patent

■ Administrative appeal ■ Administrative procedures against counterfeit ■ Administrative enforcement ■ Customs protection ■ China well-known trademark related matters ■ Due diligence ■ Customs protection ■ Import and export control ■ Due diligence in M&A ■ Infringement investigation and evidence preservation ■ Licensing and other transactions ■ Licensing and other transactions ■ Litigation ■ Litigation ■ Pre-ﬁling opinions ■ Opinions and counseling ■ Post-ﬁling action ■ Patentability evaluation ■ Prosecution ■ Patent interferences ■ Reviews on refusal and cancellation ■ Portfolio management ■ Strategic counseling ■ Prosecution ■ Trademark watch, investigation and evidence ■ Reexamination and invalidation procedures preservation

■ Administrative enforcement ■ IC Layout registration ■ Copyright due diligence in investment ■ Domain name registration ■ Copyright licensing and other transactions ■ Domain name arbitration ■ Copyright litigation ■ Domain name litigation ■ Copyright registration ■ Software copyright registration ■ Copyright strategic counseling ■ Software copyright infringement litigation ■ Copyright watch and investigation ■ Software product registration ■ Evidence preservation ■ Online game release and operation

Trade Secret and Anti-unfair Competition IP Management and Trading Affairs

■ Antitrust litigation ■ Advising the best course of action ■ Commercial confusion and false labeling ■ Identifying risks and opportunities in technology ■ Counterfeiting development ■ False advertising ■ IP assessment and transaction ■ Trade secret litigation ■ IP due diligence ■ Trade secret strategic counseling ■ IP ﬁnancing ■ IP management and strategic counseling ■ IP litigation ■ IP watch

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International Trade

Chambers Asia-Paciﬁc 2011 International Trade Law Firm of the Year

Zhong Lun's International Trade practice was highly recommended by Chambers Asia-Paciﬁc 2011, Chambers Global 2010 (China/Hong Kong) and Chambers Asia 2010 (China) and ranked in Band 1.

Zhong Lun has assembled one of China's largest teams of legal professionals in the International Trade arena. Led by partners with local experiences and sophisticated global knowledge, our International Trade team has provided counseling to a majority of Chinese international traders and government bodies in resolving disputes arising from anti-dumping, anti-subsidy and international trade contracts.

We have won a number of high proﬁle cases initiated by the European Union, Indonesia, Russia, South Africa, South Korea and Thailand for our clients which include the PRC Ministry of Commerce, domestic and foreign enterprises from a wide range of industries, as well as a whole industry. We also have considerable experience in helping foreign companies to obtain favorable decisions in their trading disputes with Chinese companies or regulators.

Scope of Service:

■ Representing in anti-dumping investigations ■ Representing in countervailing duty investigations ■ Representing in safeguard investigations and product exclusion applications ■ Representing in anti-dumping and countervailing duty review procedures ■ Representing in administrative appeals or judicial actions against anti-dumping, countervailing duty or safeguard determinations ■ Advising on trade policy, law and regulations of the PRC ■ Advising on WTO treaties, application of rules and dispute resolution ■ Advising on import/export controls, free-trade zones and regulatory compliance ■ Customs procedures such as tariff classiﬁcation, rule of origin, customs evaluation

This remarkable firm has one of the biggest trade teams in China. The group is organised into four teams, each of which focuses on a particular jurisdiction, and is manned by highly experienced experts. The team is praised for its close working relationships with foreign firms, and for its deep-grounded technical knowledge and ability to analyse global and domestic platforms. —— Chambers Asia-Pacific 2011

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Labor and Employment

Zhong Lun's Labor and Employment practice was highly recommended by Chambers Asia-Paciﬁc 2011, Chambers Asia (China) in 2009 and 2010.

Zhong Lun's Labor and Employment practice focuses on matters of critically strategic importance to our clients and offers corporate clients sophisticated and cost-effective nationwide representation. We accumulated practical experiences in all segments of labor law practice including recruitment, remuneration and compensation, pension, lay-offs, downsizing, severance agreement, labor arbitration and litigation, IP protection, conﬁdential agreements for employees with access to sensitive or competitive information, and employee equity incentive planning.

Scope of Services:

■ Drafting and reviewing labor contracts and employment contracts ■ Compliance review of internal labor regulations and employee manuals ■ Advising on employee settlement plan in connection with corporate restructuring, mergers and acquisitions ■ Advising on downsizing plan ■ Advising on employee settlement plan and economic compensation in connection with bankruptcy ■ Advising on the collective negotiations between enterprises and labor unions ■ Representing clients in labor arbitrations and litigations

Focusing on Japanese clients in the international corporate and financial sectors, this 15-strong team advises on employee recruitment and termination, compensation, labour relations, data protection, employment- related investigations and related arbitration and litigation. The firm has branches in Wuhan, Shanghai, Beijing and Shenzhen, and stands out for its well-rounded and holistic approach. —— Chambers Asia-Pacific 2011

Maritime and Admiralty

Zhong Lun's maritime and admiralty group has extensive experience in representation of ship-owners, charterers, tug and towboat companies, ferryboat operators, barge lines, marine salvage companies, terminal operators, domestic and international marine underwriters, and marine lenders. We advise on virtually all aspects of marine transactions including the construction of vessels, purchase and sale of vessels, chartering of vessels, collision, vessel ﬁnancing, claims of seaman compensation, shipping liens, marine accident and marine insurance. We also represented clients in many maritime litigations and arbitrations.

Scope of Services:

■ Sale and purchase of ships and vessels ■ Collision, towage and salvage ■ Lease and sublease of ships and vessels ■ Maritime ﬁnance ■ Cargo and carriage contracts. ■ Marine pollution ■ Charter contracts ■ Maritime personal injury and liability ■ Customs regulations ■ Ship arrest ■ Maritime commercial/charter contracts ■ Maritime liquidation ■ Laytime and demurrage

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Mergers & Acquisitions

Zhong Lun's M&A practice was highly recommended by Chambers Asia-Paciﬁc 2011, Chambers Global 2010 (China/Hong Kong), Chambers Asia (2008, 2009, 2010) and continued to be ranked in Band 1.

As a leading player in M&A, Zhong Lun has extensive experience in mergers, acquisitions, restructuring, and other strategic reorganization and alliances. Zhong Lun has particular strengths in cross-border transactions as well as deals involving listed companies. Our industry expertise and innovative approaches have helped international clients efﬁciently and effectively enter the China market, as well as facilitated successful expansion of domestic clients into international markets.

Zhong Lun has consistently been ranked as one of the top M&A law firms by many respected surveys and tables. Chambers Asia 2009, for example, praised Zhong Lun as a first class "pioneering firm with some incredibly strong partners". Asia Law & Practice has consecutively recognized a number of our partners in M&A practice as Asialaw Leading Lawyers. We have also won awards from Asian Legal Business, International Financial Law Review, Stanley & Partners, Bloomberg, Fortune and Asian Counsel for our professional achievements in the cross border M&A transactions.

Scope of Services:

■ Advising on industry access policies ■ Structuring and tax planning ■ Legal due diligence ■ Documentation and negotiation ■ Assisting in approval and ﬁling procedures ■ Issuing legal opinions as required by clients or regulators ■ Tracking the performance of transaction contracts ■ Post-transaction integration

With excellent connections to key government agencies, this ﬁrm frequently assists foreign and domestic clients. Sources say: "It provides exactly the sort of proactive assistance you need." "The lawyers laid out a step-by-step road map, complete with turnaround time for the necessary paper work – they showed impeccable organization and a methodical approach." —— Chambers Asia 2010

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Overseas Investment

As the ﬁrst of its kind in China, our overseas investment team consists of attorneys with education backgrounds in France, USA, UK or Australia. They also have been admitted to practice in relevant foreign jurisdictions. The team has extensive experience in overseas investments, particularly in the Republic of Congo (Congo Brazzaville), the Democratic Republic of Congo (Congo Kinshasa), Zimbabwe, Tanzania, Niger, the Central African Republic, Guinea, Liberia and Mali as well as such countries with abundant petroleum and mineral resources as Australia, Georgia, Mongolia, Vietnam, the Philippines, Indonesia, Peru and Canada.

Our clients include investors, ﬁnancial lenders, investment banks and governments.

Scope of Services:

■ Due diligence investigations on legal environment of invested regions ■ Due diligence investigations on overseas investment projects and mining rights ■ Structuring and tax planning ■ Negotiation and documentation ■ Assisting in approval and ﬁling procedures ■ Coordination with agencies of invested regions ■ Legal trainings on laws and regulations of invested regions ■ Dispute resolution

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Private Equity and Venture Capital

Zhong Lun's Private Equity and Venture Capital practice was highly recommended by Chambers Asia-Pacific 2011, Chambers Asia (2009, 2010) and continued to be ranked in Band 1 in China.

Zhong Lun is a widely recognized leader in the private equity and venture capital practice. We regularly represent domestic and foreign general partners and institutional investors in the formation of all types of private equity funds, including buyout funds, real estate funds, mezzanine funds, foreign funds, venture capital funds and fund-of-funds. For PE investment and PE ﬁnancing, our services run the full gamut of stages from start-ups to IPOs.

We are particularly experienced in cross-border transactions. Drawing on our local resources and many of our lawyers' international experience, we have acted as a coordinator of legal services in many transactions spanning several jurisdictions. As increasing number of transactions adopt onshore structure, we strive to work creatively to best protect our clients. Our world-class services have earned us acclaims from our clients. Chambers Asia 2009 praised Zhong Lun as one of the few Chinese law ﬁrms that is able to handle relevant issues independently and lauded us for our "strong commerciality and proximity to market developments". A number of our lawyers have been consecutively receiving awards from Asia Law & Practice as Asialaw Leading Lawyers.

Scope of Services:

■ Formation of private equity funds and venture capital funds ■ Investment of private equity funds and venture capital in portfolio companies ■ Exit of private equity funds and venture capital from portfolio companies ■ Private equity ﬁnancing

This sophisticated firm offers clients a full service combined with significant partner-level attention. It is commended for combining strong PRC legal expertise with international private equity financing and product knowledge. Sources say: "They offer specialist knowledge, and have strong structuring and regulatory experience. Overall they present commercially savvy solutions for us." —— Chambers Asia-Paciﬁc 2011

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Project Finance and Infrastructure

Zhong Lun's project ﬁnance and infrastructure lawyers have been involved in structuring and documenting a broad variety of project ﬁnance transactions in many industries including power, oil and gas, transportation, telecommunications, petrochemical, mining and water. We act for a wide range of clients, including developers, equity investors, construction contractors, service providers, senior lenders, subordinated lenders and multilateral credit agencies. We also advise developers and financial investors in connection with sale and acquisition of infrastructure assets.

Our lawyers have a comprehensive understanding of needs of different project participants and are adept at crafting solutions that balance conﬂicting interests. We regularly advise on a broad range of issues involving finance, corporate, regulatory, tax, environment and land use rights, and negotiate, document and review extensive contractual arrangements among project participants.

Scope of Services:

■ Energy projects ■ Water and waste water process ■ Mining ■ Industrial projects ■ High way building ■ Ship building ■ Airplane leasing ■ Telecommunication projects

This ﬁrm is constantly involved in various construction projects thanks to the reputation established by its exceptionally strong real estate practice. The team's representative work includes providing legal services relating to demolition, resettlement and biddings on large-scale urban infrastructure projects in the Nanshan district of Shenzhen; it also advised on the construction, exhibition of information and communications pavilion of Expo 2010 Shanghai China, and acted for Zhougguancun Science City on its construction tendering and development. —— Chambers Asia 2010

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Real Estate

2011 "Real Estate Law Firm of the Year" from Chambers Asia-Paciﬁc 2011 "Real Estate Law Firm of the Year" from Asian Legal Business 2010 "Real Estate Law Firm of the Year" from Chambers Asia 2009 "Paciﬁc Business Press Asian-Counsel Firm of the Year" 2009 Corporate Real Estate Practice Ranked as "Leading" by Practical Law Company

Zhong Lun is a nationwide pioneer and leader in real estate and construction practice ever since its establishment. We offer expert services in all aspects of real estate acquisition, development, financing, investment, ownership, leasing, operation and construction for a variety of industry participants including real estate developers, lenders, investors, contractors, pension funds and advisors, fund sponsors, REITS, and service providers to the real estate industry. We deal regularly with all types of signiﬁcant real estate products, including ofﬁce, commercial, industrial, residential, hospitality, and public utility.

Our real estate group also works in cooperation with attorneys in the firm's corporate finance and capital markets, mergers and acquisitions, banking and ﬁnance, bankruptcy, dispute resolution, and other practice areas to bring full resources of the ﬁrm to address needs of our clients. Our experience and resources allow us to provide our clients with the most effective legal representation notwithstanding the location, size, product type, time constraints or complexity of any transaction.

Our real estate and construction practice has gained broad recognition. We have been constantly recommended by Chambers Asia, Asian Legal Business, Asia Law & Practice, International Financial Law Review and other publications.

Zhong Lun remains one of the most prominent firms in the real estate arena, with particularly strong teams in Beijing and Shanghai. Its real estate and finance practices complement each other, offering services such as land and property investments, managing and operating real estate assets, financing and acquisitions, among many others. The group stands out for its enviable track record and broad clientele.Sources say: "The strongest in real estate in China; definitely number one!" "Their deals in Beijing, Shanghai, Chengdu and Shenyang are all very good." —— Chambers Asia-Pacific 2011

The team "knows all the rules and regulations inside out" and has gained a strong reputation in this area. Market sources praise the consistently high quality advice the team provides, and many clients say the team is "our favorite – it's our local ﬁrm of choice." —— Chambers Asia 2009

17 www.zhonglun.com ZHONG LUN LAW FIRM Practice Areas

Structured Finance & Securitization

Zhong Lun's Securitization practice was highly recommended by Chambers Asia-Paciﬁc 2011, Chambers Global 2010 (China/Hong Kong), Chambers Asia (2008, 2009, 2010 and continued to be ranked in Band 1.

Zhong Lun has pioneered several groundbreaking securitization transactions in China, including the first PRC onshore credit assets securitization, the first onshore non-performing loan securitization and the first offshore CMBS project.

Zhong Lun's securitization group is active in commercial and residential mortgage-backed securities, sale and lease back securitization transactions, receivables securitizations, automobile loan securitizations and other pooled investment vehicles. In connection with such transactions, we have represented issuers, originators, underwriters, investment advisers, asset managers, investors, and government agencies.

We actively participate in legislation on securitization and work closely with other industry players, including the China Banking Regulatory Commission and other regulators through the China Securitization Forum, a platform established by Zhong Lun and other leading domestic and foreign participants in the securitization industry. Zhong Lun is honored to act as the secretariat for the Forum.

One of the key innovators in the market, this practice excels in MBS, ABS and REITs. Sources say: "They are very proactive and creative - these are very important assets." "Second to none in this field - very professional and insightful advice. They can explain the logic behind the transaction and the rationale of the regulations, while taking into account China's legal environment." —— Chambers Asia-Paciﬁc 2011

www.zhonglun.com 18 ZHONG LUN LAW FIRM Practice Areas

Taxation

Zhong Lun Law Firm is one of the very few law ﬁrms in China that offer comprehensive tax services, especially in the area of international taxation.

All of Zhong Lun’s tax lawyers have graduated from the top law schools in China and overseas. They have strong technical knowledge about PRC tax law and international tax law and have worked for international law ﬁrms in the past. Most of them are admitted in both the PRC and the United States. In addition to taxation, they also have a good understanding about tax related legal areas such as Company Law, Financial Law, FDI, Securities Law, and those related to real estate and investment funds. Being trained as a lawyer, they are able to deal with complex tax issues, especially in the area of cross-border investment and transaction.

Our tax services cover all the areas related to cross-border investment and transaction, with a focus on:

■ Tax strategies for investment entry and exit ■ Investment structuring ■ Restructuring and M&As, including pre-IPO restructuring ■ Financing ■ Tax planning for high net worth individuals and company executives ■ Tax effective supply chain management planning ■ Tax advisory services on day to day company operations ■ Tax planning for import and export ■ Transfer pricing ■ Tax dispute resolution

In addition to tax services, we also provide legal services in those areas directly related to tax, such as FDI, business administration, foreign exchange and customs.

Our clients are in various sectors, including manufacturing, technology, ﬁnancial service, investment fund, real estate, telecom, energy, infrastructure, trading, construction, and consulting. The majority of our clients are global MNCs, investment funds and large PRC companies.

19 www.zhonglun.com ZHONG LUN LAW FIRM Practice Areas

Technology, Media and Telecommunications (TMT)

Zhong Lun's TMT practice was highly recommended by Chambers Asia-Paciﬁc 2011 and ranked in Band 1 among PRC peers.

Our practice in this area covers telecommunications, internet/E-commerce and other value-added services, new media, advertising, TV/movie and radio, print media and publication, music/performance, theme parks, lottery, software, integrated circuits and chip design.

We began to play an active role in the area of IT, telecommunications, media and entertainment in late 1990s and have earned extensive experience and strong reputation in this area. Our leading attorneys in this area have been awarded for their outstanding performance by Asia Law & Practice and highly recommended by Chambers & Partners, which gives the following comment in its Chambers Asia 2009:

This ﬁrm has one of the few true TMT practices in the PRC. It is skilled in the practice area as a whole, rather than taking on M&A matters for TMT clients. Working regularly for telecoms companies, it provides "great assistance and reassurance" in what is still a highly regulated industry.

Zhong Lun offers clients a depth and breadth of expertise in both the regulatory and transactional aspects of TMT. We regularly advise clients regarding compliance with national and local regulations; development of strategic policy positions regarding regulatory trends; analysis of changing business opportunities created by new and evolving regulations; and the regulation of Internet telephony and other emerging, non-traditional telecommunications technologies.

With a dedicated TMT practice, this firm houses knowledgeable specialists who excel in financial transactions, regulatory compliance and daily TMT operational advice. —— Chambers Asia-Paciﬁc 2011

A traditionally strong TMT practice in the PRC, this ﬁrm's services encompass all aspects of this work, including most prominently M & A and capital markets transactions and regulatory advice. The team has been actively involved in major government media projects, and was regularly instructed on ﬁnancing and restructuring work by media, telecoms and technology clients in the past year. —— Chambers Asia 2010

www.zhonglun.com 20 http://www.zhonglun.com

Beijing Office 36-37/F, SK Tower, 6A Jianguomenwai Avenue, Beijing 100022, People’s Republic of China Tel˖86-10-5957-2288 Fax˖86-10-6568-1022/1838

Shanghai Office 11th Floor, Bank of China Tower, 200 Yincheng Road Central, Pudong New Area, Shanghai 200120, People’s Republic of China Tel˖86-21-5037-2668 Fax˖86-21-5037-2678

Shenzhen Office 10/F, Block A, Rongchao Tower, 6003 Yitian Road, Futian Disrict, Shenzhen, 518026, People’s Republic of China Tel˖86-755-3325-6666 Fax˖86-755-3320-6888/6889

Wuhan Office 17F,New World International Trade Tower, 568 Jianshe Da Dao, Wuhan 430022, People’s Republic of China Tel˖86-27-8555-7988 Fax˖86-27-8555-7588

Chengdu Office 6/F, East Building, La Defense No.1480, North Tianfu Avenue, Chengdu High-tech Zone 610042, P.R.China Tel˖86-28-6208-8000 Fax˖86-28-6208-8111

Hong Kong Office Suites 801 & 802, 8th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong Tel˖852-2530-1680 Fax˖852-2530-1101

Tokyo Office 6F Kioicho Building, 3-12 Kioicho, Chiyoda-ku, Tokyo 102-0094, Japan Tel˖81-03-3288-8791 Fax˖81-03-3288-8795