Our Year in Review Mci (P) 010/04/2016 Contents

>300 LAWYERS S$54.5BN HRS M&A DEALS ,500 >1 PRO BONO

2015 WONGPARTNERSHIPYEAR IN REVIEW

Sole mainboard IPO in Singapore in 2015

Euromoney Asia Women in Business Law Awards 2015 First Singapore law rm to act as counsel in an investor-state ICSID arbitration

PRO BONOWORK

THOUGHT LEADERSHIP LEGAL EDUCATION OUR YEAR IN REVIEW MCI (P) 010/04/2016 CONTENTS

Our Year In Numbers ��2

Representative Deals in the Region ��4

2015 Headline Deals ��6

2015 Awards & Accolades ��8

Making a Difference ��10

Thought Leadership ��12

Legal Education ��13

What Others Say About us ��14

Introduction ��16

Arts & Media / Education ��18

Commodities ��20

Construction & Real Estate ��22

Energy & Water ��24

Financial Institutions ��26

Food & Beverage / Hospitality ��28

Government & Regulatory ��30

Manufacturing ��32

Medical & Healthcare ��34

Private Client ��36

Private Equity ��38

Technology & Telecommunications ��40

Transportation ��42

Regional Work ��44

China ��46

India ��48

Indonesia ��49

Malaysia ��50

Middle East ��51

Myanmar ��52

2015 ended on a strong note, wrapping up a year of exciting developments around the region and headline-making deals and disputes.

On pages 4-5, you will see an overview of our regional work, with cutting-edge deals like the S$1.53 billion sale of Olam shares to Mitsubishi Corporation, CITIC’s S$1.1 billion acquisition of Biosensors International Group and Thai Precious Projects’ S$500 million multicurrency medium term note programme.

In Singapore alone our prominent matters on pages 6-7 span various sectors, from the S$5 billion merger of JTC Corporation and Temasek Holdings’ four subsidiaries to CMA CGM’s S$3.4 billion acquisition of NOL, the US$2 billion acquisition of Cushman & Wakefield to Dmitry Rybolovlev’s US$1 billion claim of masterpiece art fraud, and defending the independent state of Papua New Guinea in a US$1.5 billion expropriation claim, a first for Singaporean law firm as counsel in an investor-state ICSID arbitration.

Recognition of our outstanding track record came from The Asian Lawyer’s first-ever Emerging Markets Law Firm of the Year (Independent) Award. We maintained our top tier positions in Chambers Global, Chambers Asia-Pacific and IFLR1000 and achieved recognition for various awards. Our continuing efforts to improve our firm as an equal opportunity employer also clinched us the Euromoney Legal Media Group’s Asia Women in Business Law Awards for a record fourth time. This year, the Firm beat six other finalists among national and international firms to clinch the coveted “Best Firm in Singapore” award.

All of these achievements were only possible due to our clients’ continuing support over the years. We are truly grateful for the trust you have invested in us.

Sincerely,

Alvin Yeo, Senior Counsel Senior Partner

WONGPARTNERSHIP LLP | 1 OUR YEAR IN NUMBERS

MARKET LEADING POSITION

Emerging Markets Law Firm Best Firm in Singapore of the Year Asia Women in Business Law The Asian Lawyer’s Emerging Awards 2015 Markets Awards 2015

Top Singapore Firm in Most Responsive Domestic FT Law 25: Asia-Pacific Firm of the Year Headquartered Firms Asian-Mena Counsel Firms of the FT Asia-Pacific Innovative Year 2015 #1 Lawyers 2015 Singapore Deal Firm of the Year ALB SE Asia Law Awards 2015

LEAGUE TABLES RANKINGS: TOP SINGAPORE FIRM

APAC ex-Japan Announced Any Asian (ex-Japan) Deals (by Volume) Involvement Announced Bloomberg Global Legal Adviser Thomson Reuters 2015 Global M&A 2015 Deals Review Deals

Any Asian (ex-Japan) APAC ex-Japan Loans: Involvement Advisors by Legal Adviser - Borrower (by Target Industry: Industrials Volume) Thomson Reuters 2015 Global M&A Bloomberg Global Legal Adviser Review 2015

Any Asia Pacific (ex-Japan) Singapore Dollar Bonds: Involvement Announced Legal Adviser - Issuer (by Volume & Deal Count) Thomson Reuters 2015 Global M&A Review Deals Bloomberg Global Legal Adviser 2015 OUR YEAR IN NUMBERS

1 The sole Singapore mainboard listing in 2015 - BHG Retail REIT IPO 19 practice areas ranked as a Leading Firm in legal directories

29.18% market share for Singapore Dollar Bonds: Legal Adviser. We are the top Singapore Law Firm - Bloomberg Global Legal Adviser 2015 52 recommended partners ranked as a Leading Lawyers in legal directories >140 days in trial - Involved in one of longest and most high profile criminal litigation matters in Singapore - City Harvest Church trial >300 fee earners across 7 jurisidictions >US$7bn Only Singapore law firm to be involved in at least 4 of the biggest value claims in excess of US$7 billion in total

US$54.5bn total value of 44 completed M&A deals - Bloomberg Global Legal Adviser 2015

WONGPARTNERSHIP LLP | 3 REPRESENTATIVE DEALS IN THE REGION

INDIA UAE MYANMA

THAILAND

SINGAPORE

AUSTRALIA CHINA INDONESIA INDIA JAPAN MALAYSIA • Shandong Delisi’s • S$1.1 billion • International • US$325 • S$1.53 billion • SATS Ltd.’s acquisition acquisition of arbitration million sale of acquisition of RM 218 million of stake in Biosensors against an Bangalore-based shares in Olam acquisition of Australia’s International Indonesian engineering International stake in Brahim’s Bindaree Beef Group by Beijing conglomerate services by Mitsubishi Airline Catering Group CITIC Investment concerning an company QuEST Corporation Holdings Centre investment in Global to Bain • Keppel DC coal mining Capital and GIC • Establishment • Mandatory REIT’s acquisition • The first pure- interests in Private Limited of the Greater takeover offer for of a data centre play China Retail Indonesia Tokyo Office StemLife Berhad in Sydney REIT sponsored • US$119 million Fund by Cordea by Cordlife Group by a PRC-based • PT Soechi Lines SIAC arbitration Savills. group - BHG Tbk’s S$300 against an Retail REIT’s IPO million secured Indian company multicurrency concerning MTN programme the business of mobile communication devices in India JAPAN JAPAN

CHINA SOSOUTHUTH KKOREAOREA

ANMAR

THAILAND

PHILIPPINES PHILIPPINES MALAYSIA

SINGAPORE INDONESISIAA

AUAUSTRALIASTRALIA

MYANMAR PHILIPPINES SOUTH KOREA THAILAND UAE • Pacific Hunt • US$600 million • Samsung C&T’s • Precious Projects’ • ICC arbitration Energy’s fund SIAC arbitration US$7.7 billion S$500 million against a Danish raising for the commenced against merger with Cheil MTN programme company concerning purposes of its the liquidator of one Industries guaranteed the provision of the investment in two of the largest steel by Thai-based baggage handling oil and gas blocks manufacturers in • Successfully resisted Precious Shipping system for one of the in Myanmar South East Asia for an application by PCL largest airports in the alleged breach of a major Korean Middle East • Kimberly-Clark’s an asset purchase conglomerate to • Mermaid Maritime’s distribution of agreement (governed set aside an ICC US$500 million • Sale and purchase products in by Philippine law) arbitration award multicurrency transaction of beauty Myanmar arising from the debt issuance salon business by a • Intellectual property acquisition of one of programme private investment and franchising the largest chains of firm in the UAE rollout in the region supermarkets in the for the Les Amis PRC Group, including in the Philippines WONGPARTNERSHIP LLP | 5 2015 HEADLINE DEALS

FIRST INVESTOR- S$3.4 FIRST WIN FOR A STATE BILLION SINGAPORE LAW ARBITRATION.. ACQUISITION.. FIRM..

First investor-state S$3.4 billion First Singapore law arbitration case acquisition of South firm to act as counsel before the Singapore East Asia’s largest in an investor-state High Court container shipping ICSID arbitration company Claims in excess of Successfully defended US$1 billion against Acquisition of Neptune the Independent State the Government of Orient Lines by CMA of Papua New Guinea Laos arising from the CGM S.A. against a billion dollar misappropriation of expropriation claim gaming investments

SOLE NOVEL CREATION IPO IN DECISION.. OF ONE OF 2015.. THE WORLD’S LARGEST..

Sole mainboard IPO High Court novel Creation of one of the in Singapore in 2015 decision affecting world’s largest real First pure-play China the Singapore estate services firms Retail REIT sponsored construction industry by a PRC-based US$2 billion acquisition group Successfully defended of Cushman & Wakefield Mer Vue Developments by DTZ BHG Retail REIT’s IPO Pte. Ltd., the developers of The Seaview Condominium in a claim for building defects based on independent contractor defence

FIRST OF S$5 S$1.15 ITS KIND.. BILLION BILLION MERGER.. FINANCING..

First take private of a Singapore- S$5 billion merger of S$1.15 billion listed company JTC Corporation and property financing listed through an Temasek Holdings of for Northpoint City, amalgamation four subsidiaries the largest integrated development in the S$1.1 billion north of Singapore amalgamation between Beijing CITIC Investment Centre and Biosensors International Group US$37 ONE OF FORMATION OF BILLION SINGAPORE’S SINGAPORE’S ACQUISITION.. BIGGEST.. LARGEST..

US$37 billion One of the biggest Formation of acquisition private banking claims largest Singapore of Broadcom in Singapore infrastructure-focused Corporation by Avago business trust Technologies Defending Deutsche Bank AG in a private Keppel Infrastructure banking claim Trust

LANDMARK US$20 BILLION GROUND- RULING THREE-PART BREAKING ON... TRANSACTION.. DECISION..

Court of Appeal’s US$20 billion Ground-breaking landmark ruling on three-part decision made over construction industry transaction between Boustead’s US$18.8 GlaxoSmithKline and million Libya dispute Successfully acted for Novatis Asplenium Land, the Successfully acted for developer, in respect Boustead Singapore of a residential project, in enjoining the Arab calling on a bond Banking Corporation procured by the main (“ABC”) from receiving contractor who was payment of sums of terminated money that ABC alleged was due

US$2 S$1.1 S$1.53 BILLION BILLION BILLION ART FRAUD.. INVESTMENT ACQUISITION.. PLATFORM..

Dmitry Rybolovlev’s S$1.1 billion S$1.53 billion US$2 billion claim of Singapore office acquisition of stake masterpiece art fraud investment platform in Olam International by Mitsubishi City Development’s Corporation second profit participation securities (PPS) transaction

WONGPARTNERSHIP LLP | 7 2015 AWARDS & ACCOLADES

FIRM AWARDS/ACCOLADES DEAL AWARDS Singapore Deal Firm of the Year Private Equity & Venture Capital Deal of ALB SE Asia Law Awards 2015 the Year - KKR Jupiter Investors Pte. Ltd.’s investment in JBF Top Singapore Firm in FT Law 25 Industries Limited’s equity shares FT Innovative Lawyers 2015 India Business Law Journal 2015

Best Firm in Singapore Finance Deal of the Year: Acquisition Euromoney Asia Women in Business Law Awards Finance 2015 - Goodpack acquisition financing The American Lawyer’s Global Legal Awards 2015 Emerging Markets Law Firm of the Year The Asian Lawyer Emerging Markets Awards 2015 M&A Deal of the Year: Private Equity - KKR’s $1.4B acquisition of Goodpack Inclusion In Best Lawyers The Asian Lawyer’s Asia Legal Awards 2015 Best Lawyers 2015 High Yield Deal of the Year - Pactera take-private financing IFLR Asia Awards 2015 PRACTICE AWARDS/ACCOLADES Singapore Firm of the Year: Alternative Investment Funds Asian-Mena Counsel Firm of the Year 2015

Leading M&A Firm ALB M&A Leading Firm 2015

Ranked in the Top 100 List of Global Arbitration Review GAR100 2015

Ranked in the Top 100 List of Global Competition Review GCR100 2015

Ranked in the Top 100 List of Global Investigations Review GIR100 2015

Leading Trademark/Copyright Patents Firm ALB IP Law Leading Firm 2015

Leading Copyright/Trademark Prosecution Singapore Firm Asia IP Profiles 2015

Leading Copyright/Trademark Prosecution Firm Managing IP - World IP Survey 2015

Recommended Firm for Prosecution and Strategy WTR1000 2015

Tier 1 for Tax Tax Directors Handbook 2015

Recommended Firm for Tax World Tax 2015 ASIALAW PROFILES 2016 CHAMBERS ASIA-PACIFIC 2016 CHAMBERS GLOBAL 2016 Outstanding/Recommended Firm: Leading Firm: Leading Firm: Banking & Finance Singapore Singapore Capital Markets Banking & Finance Banking & Finance Competition & Antitrust Capital Markets Capital Markets Construction & Real Estate Capital Markets: Securitisation & Corporate/M&A Corporate/M&A Derivatives Corporate/M&A: Foreign Expertise: China Dispute Resolution Competition/Antitrust Corporate/M&A: Foreign Expertise: Energy & Natural Resources Construction Indonesia Financial Services Regulatory Corporate/M&A Dispute Resolution: Arbitration Insurance Dispute Resolution:Arbitration Dispute Resolution: Litigation Intellectual Property Dispute Resolution:Litigation Projects & Energy Investment Funds Employment IT, Telco & Media Intellectual Property Asia Pacific Labour & Employment Investment Funds Life Sciences Private Equity Private Client/Wealth Management Project Finance Projects & Energy China Restructuring & Insolvency Real Estate Corporate/M&A: Expertise Based Abroad Shipping, Maritime & Aviation Restructuring/Insolvency Tax Tax Indonesia TMT Corporate & Finance: Expertise Based Abroad Asia Pacific Arbitration (International) United Arab Emirates Construction China Corporate/Commercial & Commercial International Firms: Real Estate Contracts Indonesia Desks Based Abroad: Corporate & Finance LEGAL500 ASIA PACIFIC 2016 United Arab Emirates Leading Firm: Real Estate & Construction Corporate/Commercial Singapore Banking & Finance Capital Markets Corporate and M&A IFLR1000 FINANCIAL & Dispute Resolution Employment CORPORATE 2016 Intellectual Property Leading Firm: International Arbitration Singapore Projects & Energy Banking and Finance Real Estate & Construction Capital Markets Restructuring & Insolvency M&A Tax Restructuring & Insolvency TMT China (Foreign Firms) China (Foreign Firms) Banking Intellectual Property Capital Markets Real Estate Private Equity Indonesia M&A Foreign Firms Hong Kong Myanmar Banking Corporate and M&A Capital Markets: Equity Projects (including energy) Private Equity M&A Myanmar LEGAL500 EMEA 2015 Financial and Corporate Leading Firm: United Arab Emirates UAE M&A Corporate & M&A

IFLR1000 ENERGY & INFRASTRUCTURE 2015 Highly Recommended: Singapore WONGPARTNERSHIP LLP | 9 MAKING A DIFFERENCE

01 02 03

CLAS FELLOWSHIP FESTIVE CARDS - SUPPORT FOR FOOD BANK PATHLIGHT SCHOOL Since its inception in 2015, we have committed to seconding lawyers to the CLAS Fellowship to carry out full- time pro bono criminal defence.

There are several ways for lawyers to contribute to CLAS. One is to volunteer for cases on an ad hoc basis. Another is to sign a Since 2012, we have been featuring Memoradum of Understanding to artwork from students in Pathlight commit the firm to a fixed number of School’s Artist Development We have collaborated with The cases per year. Programme in our greeting cards Food Bank Singapore to place food to clients. We are proud to be a donation boxes in the office pantry. We are fully committed to CLAS work supporter of the Autism Resource Employees are encouraged to donate and embrace the cause that helps Centre (Singapore), the parent charity unopened and unexpired food, for those who are without the financial organisation of Pathlight School, distribution to the needy. The Food means to obtain legal advice. whose spirit of teamwork and Bank Singapore strives to facilitate passion for excellence embody our the equitable distribution of food by community-aware ethos. collecting the surplus foods in the market and supplying them to those in need through a network of member beneficiaries. 05

LOVE FROM THE STARS

Deputy Chairman, Tan Chee Meng, Senior Counsel, was Chairman of the organising committee for the “Love from the Stars” charity gala dinner and concert, a ground-up initiative put together by a group of friends. The event featured Hong Kong action superstar Jackie Chan, singer-actor Wakin Chau and singer-songwriter- producer Jonathan Lee performing for a good cause. Proceeds raised through cash donations, auctions and sale of banquet tables at the charity gala dinner and concert are donated to six institutions. 04

LEGAL AID TO CHARITIES

We advise charities and community groups on legal, strategic and business issues, enabling them to focus on providing their services to people in need. >90 LAWYERS >S$300,000 Lawyers committed to pro bono work Contribution to charities and We also work closely with various in 2015 sponsorships charities and Institutions of a Public Character, to carry out their advisory and transactional work on a non-fee paying basis.

Our lawyers volunteer at community legal clinics organised by the Law Society, North-West and South-East Community Development Councils, >25 CHARITIES >1,500 HRS as well as two legal clinics organised Supported over 25 charities in 2015 dedicated to pro bono work by the Choa Chu Kang and Holland- Bukit Timah Group Representation Constituencies.

06 07 08

SGX BULL CHARGE 2015 THE COMMUNITY JUSTICE CUP WILLING HEARTS ANNUAL CHARITY GOLF 2015

2015 was the 12th consecutive year We supported the Community Justice Volunteers from WongPartnership that WongPartnership has taken Cup Annual Charity Golf 2015. The regularly contribute time at part in the SGX Bull Charge with 38 charity golf event is organised annually Willing Hearts, a secular, non- runners participating in the event. by the Community Justice Centre denominational and non-affiliated (CJC), an independent charity based in charity wholly-run by volunteers. The proceeds raised will benefit four the State Courts, which aims to ensure Running 365 days a year, its soup beneficiaries – the Asian Women’s that litigants in person (LIPs) have kitchen prepares, packs and delivers Welfare Association (AWWA) Ltd., access to justice through community approximately 4,500 meals daily at Autism Association (Singapore), Fei partnership. Besides providing free over 40 distribution points across Yue Community Services and Shared legal advice, the CJC also works Singapore to the needy. Services for Charities. collaboratively with social services agencies to address the emotional, financial, and social issues that many LIPs face. WONGPARTNERSHIP LLP | 11 THOUGHT LEADERSHIP WongPartnership engages our clients by keeping them informed of legislative and policy changes through client updates as well as client seminars.

AMENDMENTS INAUGURAL RANDSTAD RESPONSE TO MAS TO COMPETITION SINGAPORE CONSULTATION COMMISSION OF WORKPOCKET 2015/16 PAPERS SINGAPORE (CCS) GUIDELINES WongPartnership, together with We have a strong working relationship Singapore Human Resources Institute with the Monetary Authority of WongPartnership participated in the public (SHRI) and The Association for Small and Singapore (MAS) and actively engage consultation paper on amendments to Medium Enterprise (ASME) collaborated with them on reform of the OTC CCS Guidelines proposed by the CCS. with Randstad Singapore to launch Derivatives market, amendments Ameera Ashraf, Head of our Competition & the inaugural Randstad Singapore to the SFA and to the tax crimes Regulatory Practice is a regular participant Workpocket 2015/16. The Randstad predicate offences for anti-money in roundtable discussions organised by Workpocket is often referred to as a laundering (AML) and combating the the CCS for the review of competition one-stop best-practice guide for human financing of terrorism (CFT). We are guidelines and legislation in Singapore. resources professionals and business also active in providing feedback on leaders globally. This guide is designed the consultation papers issued by to assist all employers, large and small, the MAS. We have, in the past year, in ensuring that they are aware of what is put together responses to numerous considered best practice HR processes consultations including: and procedures, whilst also having a quick and readily available resource • Consultation Paper on Proposed to maintain legislative compliance on Amendments to the Securities & employment-related matters. Futures Act (Part XII & Section 324)

• Consultation Paper on Draft REVISION OF THE Regulations for Mandatory Clearing SINGAPORE CODE of Derivatives Contracts ON TAKE-OVERS AND MERGERS • Policy Consultation on Margin Requirements for Non-Centrally On 6 July 2015, The Securities Industry Cleared OTC Derivatives Council issued a consultation paper on proposed amendments to the Singapore • Policy Consultation on the Code on Take-overs and Mergers. We Regulatory Framework for held a panel discussion and networking Intermediaries Dealing in OTC event for fellow professionals with an Derivative Contracts, Execution- interest in M&A transactions to discuss Related Advice, and Marketing of the issues raised in the consultation Collective Investment Scheme paper. • Consultation Paper on Proposed We also responded to the Council with Amendments to the Securities & our views and the views of various Futures Act financial institutions namely, Bank of America Merrill Lynch, CIMB, Citibank, • Public Consultation on Proposed Credit Suisse, DBS, Deutsche Bank, Amendments to the Securities and Goldman Sachs, Maybank Kim Eng, Futures Act, Financial Advisers Act Morgan Stanley, Nomura, Rothschild, and Trust Companies Act Standard Chartered Bank, UBS and UOB. LEGAL EDUCATION The future of the profession is shaped through continuous learning and development of our lawyers. In line with our belief, WongPartnership has established scholarships and moots to encourage and promote the reading of law and participation by students.

WONGPARTNERSHIP WONGPARTNERSHIP WONGPARTNERSHIP SCHOLARSHIP LLP SCHOLARSHIP IN PRIZE FOR THE MOST LAW OUTSTANDING LAW STUDENT In 2008, we established a faculty- We have committed to make a level, non-endowed scholarship at financial contribution to Singapore The award is given annually to the National University of Singapore Management University (SMU) recognise the most outstanding (NUS) to encourage and support Law School to establish the graduating student from SMU’s students interested to enter the WongPartnership LLP Scholarship School of Law. The award is aimed Singapore legal profession. Since its in Law. The contribution shall fund at motivating the university’s talent inception in 2008, we have awarded one Scholarship commencing from and spurring students to achieve the scholarship to 15 outstanding academic year 2011/2012. We greater heights of academic students. We have pledged to the have awarded the scholarship to excellence. The School of Law’s Law School to further award up to five outstanding students for the pioneer students graduated in 2011 eight scholarships up to academic students from year 2011 to 2015. and we gave out the first award to year 2018/2019. We have pledged to SMU to further an exceptional law graduate, who award up to two scholarships up to was also chosen to be the SMU academic year 2016/2017. Valedictorian for the SMU Class of 2011. The Most Outstanding Law Graduate Award has been given out to five awardees up to 2015.

WONGPARTNERSHIP OFFICIAL AND INTERNATIONAL EXCLUSIVE COMMERCIAL PARTNER OF SMU’S ARBITRATION MOOT INTERNATIONAL 2015 MOOTS PROGRAMME

In 2015, seven years into From 2015, WongPartnership will its signature event, the be the official and exclusive partner WongPartnership International of SMU’s International Moots Commercial Arbitration Moot Programme at the School of Law 2015 saw a record number of for the next three years. We will be registrations, with more than 110 taking an active role in mentoring, students from both NUS and SMU guiding, and training SMU mooters participating in the competition. alongside the programme’s principal The competition is designed to be coaches, some of whom are already educational, with a parallel objective partners and lawyers of the Firm. of promoting oral and written advocacy skills. Winners were given cash prizes and all finalists and winners could enjoy a two-week attachment with WongPartnership.

WONGPARTNERSHIP LLP | 13 WHAT OTHERS” SAY ABOUT US

“WongPartnership LLP’s “WongPartnership is one of “They show very high “A very high level of team ‘knows its clients’ the preeminent domestic professionalism, and the service standards - the industry and business needs.” firms in the Singapore turnaround time is very fast.” teams work late and are available anytime, market and is ranked in “Commercial, quite efficient Tier 1 across nearly all of “It has a strong reputation in day or night!” and effective.” our financial and corporate the market.” Chambers Asia Pacific – Asia The Legal 500: Asia Pacific – The Client’s Pacific’s Leading Lawyers for ranking tables.” Guide to the Asia Pacific Legal Profession, Business, 2016 Chambers Asia Pacific – Asia Pacific’s Leading 2016

Lawyers for Business, 2016 IFLR1000: Financial & Corporate – The

Guide to the World’s Leading Financial Law Firms, 2016 ” ” “WongPartnership consistently demonstrates “They performed very well. competence in Very responsive, incredibly carrying out the “WongPartnership knowledgeable. We enjoy “They apply a very detailed provides comprehensive required tasks. Its approach to complex matters, lawyers have an working with them quite a lot.” advice, which takes into Chambers Global – The World’s Leading and are very cautious. At the consideration commercial in-depth understanding Lawyers for Business, 2016

of our requirements.” same time, never run destructive and ﬁnancial issues related negotiations for the sake of Asialaw Profiles – The Guide to to the transaction.”

Asia-Pacific’s Leading Domestic protecting the client’s interest” Asialaw Profiles – The Guide to Law Firms, 2016 Asialaw Profiles – The Guide to Asia-Pacific’s Asia-Pacific’s Leading Domestic Law

Firms, 2016 Leading Domestic Law Firms, 2016 ” ” ”

“Commercial, good negotiators who knew the documents inside out.” “Impressive regional “Approachable and accessible” presence, led from “Very responsive, effective, Singapore and extended “Robust practice with at a good level for a big “They are proactive and provide by ofﬁces in Abu Dhabi, signiﬁcant contentious and project.” a holistic service.” China, Indonesia, non-contentious capabilities.” Chambers Asia Pacific – Asia Pacific’s Chambers Asia Pacific – Asia Pacific’s Leading Leading Lawyers for Business, 2016 Malaysia and Myanmar.” Chambers Asia Pacific – Asia Pacific’s Lawyers for Business, 2016 Leading Lawyers for Business, 2016 Chambers Asia Pacific – Asia Pacific’s Leading Lawyers for Business, 2016 ”

Lawyers for Business, 2016 IFLR1000: Financial & Corporate – The

Firms, 2016 Leading Domestic Law Firms, 2016 ” ” ”

WONGPARTNERSHIP LLP | 15 01 INTRODUCTION

Against the economic conditions in 2014 and 2015, which saw modest cyclical economic improvements, WongPartnership has done very well. We have acted in several mega deals across industries, including innovative transactions that involved the establishment of new legal structures as well as the development of strategies and techniques to overcome regulatory hurdles. In terms of market impact, some deals served as precedents for future transactions. In the new international arbitration matters that arose in the past year, it was notable that half of the matters concerned disputes which have no elements relating to Singapore other than the fact that Singapore is the seat. These are disputes governed by a law other than Singapore, concerned entities other than Singapore companies and the subject matter of the underlying dispute did not involve Singapore in any aspect.

02 ARTS & MEDIA / EDUCATION

Growing affluence in the region has spawned a blossoming market in art and entertainment. Our firm is increasingly advising on interesting film production, high value artworks and Asian media. Our lawyers are involved in all aspects: financing, structuring, as well as intellectual property management.

conspiracy against seller, Yves CORPORATE & FINANCIAL Bouvier. We acted for Accent SERVICES Delight International and Xitrans Finance, the two companies owned by Dmitry Rybolovlev. • Singapore Post Limited’s disposal of Novation Solutions Limited and DataPost (HK) Pte. Limited. to Jing King Tech Holdings Pte. Ltd. We SPECIALISED PRACTICES acted for Singapore Post Limited. • Production of and exploitation arrangements relating to “King • S$460 million acquisition of the of Mahjong”, a co-production Canadian International School between Malaysia and Singapore. by Southern Capital Group and We acted for Clover Films Pte. Ltd. Headland Capital Partners from and Clover Films Distribution Pte. Knowledge Universe. We acted for Ltd. the acquirers, and also advised on the intellectual property aspects of the transaction. • “Let’s Groove”, a charity single by David Foster, Anggun, Melanie C and Vanness Wu released in • Kohlberg Kravis Roberts & Co. conjunction with Asia’s Got Talent L.P.’s significant minority stake 2015. We represented Universal in CA Media, an existing Asian Music Pte. Ltd. in drafting the media portfolio of The Chernin recording and brand licensing Group, as well as the creation of agreements. Emerald Media, a new vehicle to fund investments in the media and entertainment industries across • Media Development Authority of Asia. We acted as Singapore Singapore’s (“MDA”) collaboration counsel in this transaction. with HBO Singapore Productions Pte. Ltd. to support, grow and develop the drama production • Sale of artworks by Taiwanese capabilities of the local media sculptor, Ju Ming for installation in industry and talents. We acted for a prominent financial landmark in MDA. Hong Kong S.A.R. We acted for iPreciation Pte. Ltd. • Film production and investment “[The firm] shines agreements for “Wanton Mee” and in media and LITIGATION & DISPUTE “In the Room”. We acted for Zhao RESOLUTION Wei Films, a production house entertainment helmed by renowned Singaporean director Eric Khoo. matters.” • Copyright infringement action The Legal 500: Asia Pacific – The Client’s Guide against owners of “The Real to the Asia Pacific Legal Profession, 2016 Singapore” website. We acted for • Developing and conducting Singapore Press Holdings Ltd. intellectual property-related course for the IP Academy, including “IPM Course & Toolkit for Procurement “Well reputed for • Dmitry Rybolovlev (listed by Forbes Officers”, “Review Risk th as the world’s 160 wealthiest Management in IP” and “Review media-related work..” person), purchaser of US$2 billion Audit of Intellectual Assets”. Chambers Asia-Pacific – Asia-Pacific’s Leading worth of high-value artworks Lawyers for Business, 2016 is claiming fraud, deceit and

WONGPARTNERSHIP LLP | 19 03 COMMODITIES

Singapore remains the leading Asian trading hub for commodities, thanks to its extensive financial sector and strong regional transport links. Our clients include agricultural conglomerates such as Olam and Cargill which have big regional and even global operations running out of Singapore.

“WongPartnership LLP is lauded for its ‘in-depth knowledge’ and ‘quick response times’.” The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession, 2016 • Cargill Tropical Palm Holdings • General Nice Resources (Hong CORPORATE & FINANCIAL Pte. Ltd.’s (“Cargill”) acquisition of Kong) Ltd.’s enforcement of arbitral SERVICES the Poliplant Group in Indonesia award. The dispute concerned the to meet increasing demand for sale and purchase of iron ore fines traceable and sustainable palm oil. and lumps. We successfully acted • Mitsubishi Corporation’s S$1.53 We acted for Cargill. for General Nice Resources (Hong billion acquisition of stake in Kong) Ltd. in seeking leave of the Olam International Limited High Court to enforce an arbitral • A global mining group’s commodity (“Olam”). We acted for both Olam award. and the selling shareholders. derivative transactions involving thermal coal, freight, copper, iron ore and platinum. We advised • Multi-million dollar claim against • Century Sunshine Group the company on regulatory and Noble Resources Limited and Holdings Limited’s S$300 million compliance requirements in Noble Group Limited for unpaid multicurrency medium term note Singapore. dividends, bonuses, stock options programme. We acted for the and shares granted to Mr Ricardo issuer. Leiman during his term as the LITIGATION & DISPUTE Chief Operating Officer and Chief • Olam International Limited’s A$150 RESOLUTION Executive Officer of the Noble million Series 8 fixed rate senior Group. We acted for claimants, Mr Ricardo Leiman and Rothschild unsecured notes under its US$5 • S$90 million claim by the owners Trust Geurnsey Limited. billion Euro medium term note of a Maltese titanium mining Programme. We acted for the company in Turkey over a failed issuer. reverse takeover deal. We acted for the owners of the mining company.

Outstanding for Dispute resolution Asialaw Profiles – The Guide to Asia-Pacific’s Leading Domestic Law Firms, 2016

“It’s good at what it does; very prompt and comes back quickly on requests if something needs attention.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016

WONGPARTNERSHIP LLP | 21 04 CONSTRUCTION & REAL ESTATE

Real estate and large infrastructure projects, both in Singapore and around Asia, have kept WongPartnership busy. Our lawyers have been advising on prime commercial buildings and integrated developments in Singapore, real estate portfolio in the UK and a data centre in Australia. Whether it relates to ground-breaking structuring for financing, or advising on disputes with landmark rulings, our Firm has the breadth of expertise in all aspects.

• S$2.12 billion term loan facilities transaction, and the S$750.05 CORPORATE & FINANCIAL for a development in Paya Lebar million bank financing relating to SERVICES Road/Sims Avenue, Singapore. We the joint office investment platform. acted for Lendlease Corporation We acted for CDL. • Keppel Land Limited’s S$6.8 billion Limited and the Abu Dhabi privatisation by Keppel Corporation Investment Authority consortium. • BHG Retail REIT’s S$394.2 million Limited. We acted for Keppel Land initial public offering, the sole Limited. • S$1.15 billion financing for the mainboard listing in Singapore in land acquisition and construction 2015 and also the first pure-play • Keppel Infrastructure Trust’s costs of Northpoint City, the China Retail REIT sponsored by (“KIT”) S$2 billion combination largest integrated development a PRC-based group. We acted with CitySpring Infrastructure Trust in the north of Singapore. We for DBS Bank Ltd., the financial to create the largest Singapore acted for the lenders and Hexacon adviser and issue manager. infrastructure-focused business Construction Pte. Ltd. in the review trust listed on the Singapore of a joint development deed in • Largest perpetual bond issue Exchange, and its S$525 million respect of the land parcel on which in Singapore in 2015 - Frasers acquisition of a 51% stake in the development sits. Centrepoint Limited’s (“FCL”) Keppel Merlimau Cogen. We acted S$700 million perpetual capital for KIT in the transactions, and • City Development Limited’s (“CDL”) securities under its S$3 billion the equity fund raising exercise to S$1.1 billion joint office investment multicurrency debt issuance finance the acquisition. platform through its second Profit programme. We acted for FCL and Participation Securities (PPS) FCL Treasury Pte. Ltd. Tier 1 in Real Estate & Construction for • Singapore Land Limited’s 11 consecutive years (“SingLand”) development project for Pollen & Bleu, a boutique high- The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession, 2016 end condominium in Singapore. We acted for SingLand in the “Responsive, efficient and effective; acquisition of land, development, one of the leading Singapore firms for and sale of units. • Ladyhill (Private) Limited’s construction-related work.” (“Ladyhill”) sale of units at Marine Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016 Blue, a freehold condominium development in Singapore. We acted for Ladyhill. • Perennial Real Estate Holdings CapitaLand Limited. Limited’s establishment of a S$2 billion multicurrency debt issuance • Far East Orchard Limited’s £40.9 programme; its maiden retail bond million acquisition of a portfolio of LITIGATION & DISPUTE offering of S$300 million that was properties in the UK. We acted as RESOLUTION oversubscribed more than four Singapore counsel to the acquirer. • Landmark High Court ruling on the times; and its inaugural issuance extent and scope of the liability of S$100 million in aggregate • S$80 million refinancing of the of the developer, architect and principal amount of 4.25% notes. offshore syndicated financing the main contractor in a claim We acted for the issuer. exercise in the PRC relating to onshore financing secured against for numerous building defects, affecting the entire construction • Far East Orchard Limited’s S$1 retail units of Yingli International industry. We successfully acted for billion multicurrency medium term Plaza and the office units of Ying Li Mer Vue Developments Pte. Ltd. note programme. We acted for the International Financial Centre. We issuer. acted for the syndicate of lenders, and Standard Chartered Bank as • Landmark Court of Appeal decision on the enforceability of • First Sponsor Group Limited’s S$1 mandated lead arranger. a contractual clause limiting an billion multicurrency debt issuance employer’s right to restrain a call programme. We acted for the • Keppel DC REIT’s A$43.3 on a performance bond against issuer. million acquisition of data centre Intellicentre 2 in Australia from a main contractor who was terminated. We successfully acted • AVJennings SPV No 10 Macquarie Telecom Pty Limited. for the developer, Asplenium Land Pty Limited’s S$500 million We acted for the acquirer. Pte. Ltd. multicurrency debt issuance programme. We acted for the • Ascendas Real Estate Investment • A mass rapid transit tunnelling and issuer. Trust’s (“A-REIT”) S$13.9 million sale of BBR Building, a light station project dispute in two SIAC arbitrations for S$33 million claims • S$411.8 million financing for the industrial building in Singapore, to and S$19 million counterclaims acquisition and redevelopment of BBR Holdings (S) Ltd. We acted involving piling and diaphragm Park Mall, a commercial and retail for the manager and trustee of wall works. We acted for the main property in Singapore. We acted A-REIT. contractor. for the borrower. • Establishment of the Greater Tokyo • Dispute with contractor on the • Ascendas Real Estate Investment Office Fund by Cordea Savills. We issues from delay and defects of Trust’s S$112 million acquisition acted as Singapore counsel to the construction of a luxurious of The Kendall, a building in Cordea Savills. condominium project for claims Singapore. We acted for Ascendas amounting to S$24.6 million. Funds Management (S) Limited. • UOL Group Limited’s (“UOL”) sale of units at Principal Gardens, a We act for a renowned property developer. • CapitaLand Limited’s S$104 private condominium development million sale of stake in Surbana in Singapore. We acted for UOL. International Consultants Holdings Pte. Ltd. to Temasek Holdings • Gee-I Investments Pte. Ltd.’s (Private) Limited (“Temasek”); and (“Gee-I”) sale of units at the S$240 million purchase of Signature @ Yishun, an executive Temasek’s stake in CapitaLand condominium development in Township Holdings. We acted for Singapore. We acted for Gee-I. WONGPARTNERSHIP LLP | 23 05 ENERGY & WATER

Singapore’s status as an oil trading and high value petrochemical hub, as well as our prowess in water technology, has seen our lawyers involved in a wide range of top tier matters. Major projects we have handled include advising on the S$750 million waste-to-energy plant in Singapore and the S$1.26 billion facility for the acquisition of United Envirotech.

Outstanding in Energy & Natural Resources Asialaw Profiles – The Guide to Asia-Pacific’s Leading Domestic Law Firms, 2016

“They are basically number one for response times, they are always reachable. They are experts in the field and they also understand the client’s business.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016 • Shanghai-listed Hareon Solar • High Court action involving CORPORATE & FINANCIAL Technology Co., Ltd.’s US$35 a multinational oil and gas SERVICES million investment in Nereus corporation (the “Company”) Capital Investments (Singapore), and an ex-employee for claim • S$1.26 billion term loan facilities to which invests in projects in India. for alleged breaches of the CITIC Environment (International) We acted for the subsidiary of implied term of mutual trust and Company Limited, a consortium Hareon Solar Technology Co., Ltd. confidence and harassment. of CITIC Limited and Kravis We successfully acted for Roberts & Co. L.P. to finance the • Proposed sale by MSIP the Company in striking out acquisition of United Envirotech International Holdings Cooperatief a significant part of the ex- Ltd. We acted for the lenders. U.A. (“MSIP”) of the entire employee’s substantial claim. issued ordinary share capital of • Hyflux Ltd. and Mitsubishi Heavy Continuum Wind Energy Limited to Industries consortium to develop TerraForm Global Flow Holdings 2 SPECIALISED PRACTICES a S$750 million waste-to-energy B.V. This is the biggest buyout in plant in Singapore. We acted for India’s clean energy sector at the • Singapore Power Limited’s S$4.2 the consortium. time of announcement. We acted billion district cooling plant project as Singapore counsel to MSIP. in Chongqing, PRC. We acted for • CITIC Envirotech Ltd’s US$750 Singapore Power Limited and its million multicurrency perpetual local subsidiary. securities issuance programme LITIGATION & DISPUTE and the inaugural drawdown of RESOLUTION • Restructuring and servicing of US$175 million. We acted for the Jurong Aromatics Corporation’s issuer. • Asia Resource Minerals Plc and (“JAC”) US$1.816 billion debt PT Berau Coal Energy in the package. We acted for JAC. • Mermaid Maritime Public Company Singapore High Court relating to Private Limited’s US$500 million a US$173 million SIAC arbitral • Enercoal Resources Pte. Ltd.’s multicurrency debt issuance award. We acted for Asia US$375 million convertible bonds programme. We acted for the Resource Minerals Plc and PT guaranteed by parent company, issuer. Berau Coal Energy. PT Bumi Resources. We acted for a group of bondholders. • CITIC Envirotech Ltd.’s upsize • ICC arbitration between an Italian of its US$300 million medium company pioneer in pipe coating • US$165 million senior secured term note programme. DBS for the oil and gas industries bonds (the “Bonds”) issued by Bank Ltd. was added as a joint against a large Malaysian-listed insolvent issuer Jasper Explorer arranger and dealer, together with company, both amongst the Plc. We acted for Nordic Trustee Standard Chartered Bank, and the world’s three largest operators and ASA, the trustee to holders of the programme limit was increased to suppliers in such pipe coating. We Bonds. US$500 million. We acted for the successfully acted for the claimant. issuer. • SBX03 bonds issued by Seabird • US$255 million ICC arbitration in Exploration PLC, which is • CITIC Envirotech Ltd.’s S$225 relation to Middle East’s first fully restructuring US$82 million of million fixed rate notes under its integrated state-of-the-art Solid debt. We acted as Singapore US$500 million medium term note Waste Management Facility which counsel to Nordic Trustee ASA, the programme. We acted for the costs over QAR 3.9 billion. We trustee to holders of the SBX03 issuer. acted for a specialist contractor. bonds.

• Pacific Hunt Energy Pte. Ltd.’s • A commercial oil trading dispute (“PHEPL”) convertible notes for its between a Singapore-incorporated US$100 million investment in two company and a Swiss company oil and gas blocks in Myanmar. We which involved both an ongoing acted for PHEPL. ad-hoc arbitration in London and the defence of Mareva injunction • Jurong Port Pte. Ltd.’s joint venture proceedings brought by the Swiss with Oiltanking Singapore Limited company in the High Court of to build a liquid bulk terminal in Singapore. We successfully acted Jurong Port, Singapore. We acted for the Singapore-incorporated for Jurong Port Pte. Ltd. company.

WONGPARTNERSHIP LLP | 25 06 FINANCIAL INSTITUTIONS

As a leading law firm in an international financial centre, WongPartnership handles some of the largest banking and financial deals. From financing and fund raising to regulatory and compliance, from dispute resolution to internet banking, the range and breadth of our experience has attracted large and interesting matters. Tier 1 in Banking & Finance Tier 1 in Capital Markets since 2006 IFLR1000: Financial & Corporate – The Guide to the World’s Leading Financial Law Firms, 2016

“They’re one of the best in the Singapore market thanks to the depth of experience and number of transactions worked on..” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016

• CLSA Global Markets Pte. Ltd.’s CORPORATE & FINANCIAL (“CLSA”) licensing and regulatory SPECIALISED PRACTICES SERVICES matters involving their hedging activities, including OTC derivatives contracts. We acted for CLSA. • Launch of a set of limited edition • Borsa Italiana-listed EXOR S.p.A’s 28th South East Asian Games US$6.9 billion merger with NYSE- UnionPay prepaid cards. We acted listed Partner Reinsurance Asia. • Strategic acquisition of a multi- for OCBC Bank on its commercial We acted as Singapore counsel asset trading solution as well as collaboration and marketing to EXOR S.p.A in regulatory an implementation and support agreements with UnionPay. obligations arising under Singapore services platform. We acted for a leading financial institution. law. • DBS Bank Ltd.’s (“DBS”) partnership with SAP Asia Pte. Ltd. • Frasers Commercial Trust’s private to leverage on the SAP Financial placement to raise S$142.1 million LITIGATION & DISPUTE Services Network (FSN). We acted gross proceeds. We acted for RESOLUTION for DBS. Barclays Bank PLC, Singapore Branch, Citigroup Global Markets • One of the biggest private banking • Singapore Exchange Securities Singapore Pte. Ltd. and DBS Bank claims in Singapore involving Trading Limited’s (“SGX”) Ltd. as the joint placement agents alleged losses in excess of collaboration with Clearbridge and underwriters. US$280 million in private bank Accelerator Pte. Ltd. to develop accounts held with Deutsche Bank and grow a capital-raising platform • Lippo Malls Indonesia Retail Trust’s AG. We are defending Deutsche for entrepreneurs and small and S$40 million private placement as Bank. medium-sized enterprises, through acquisition financing for a mall in the provision of a S$1.5 million grant. We acted for SGX. Jakarta, Indonesia. We acted for • High Court action for the the joint bookrunners. enforcement of an indemnity for over US$200 million. We act for an • Barclays Bank PLC’s sale of its • Deutsche Börse Group’s international private banking group. international offshore trust and establishment of its first Asian fiduciary business to Zedra, an independent investor group led by clearing house and central • The recovery of funds from MF the Sarikhani and Nielsen families. counterparty clearing house Global Singapore Pte. Ltd. and We acted for Barclays Bank PLC in Singapore for futures and other related aspects of the on the Singapore employment derivatives. We acted for The company’s liquidation. We acted aspects of the transaction. Deutsche Börse Group. for MF Global Holdings Overseas Limited, MF Global Futures Trust Co. Ltd. and MF Global FXA Securities Limited.

WONGPARTNERSHIP LLP | 27 07 FOOD & BEVERAGE / HOSPITALITY

The wealth of the rising middle class across Asia has led to an increasing appetite for a greater diversity of food and dining, as well as travel and leisure options. This trend has spurred a sustained flurry of deals in the food & beverage sector, from mass market products all the way to boutique purveyors of fine foods. As consumer palates evolve and hunger for new flavours increases, we expect this expanding industry to continue seeing interesting deals and business models, both in Singapore and further afield. Tier 1 in M&A since 2007 IFLR1000: Financial & Corporate – The Guide to the World’s Leading Financial Law Firms, 2016

“Their responsiveness and the results they secured were exceptional - they exceeded expectations.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016

• Global Yellow Pages Limited’s • L Capital Jones Ltd.’s international CORPORATE & FINANCIAL proposed acquisition of Supatreats arbitration involving breaches SERVICES Asia Pte. Ltd. We acted for the of a shareholders’ agreement acquirer, and also advised on the relating to Jones the Grocer Group • Frasers Hospitality UK Holdings structuring of the franchising and Holdings Pte. Ltd. We act for L Limited and Frasers Centrepoint other intellectual property licensing Capital Jones Ltd. Limited’s acquisition financing arrangements in relation to the for MHDV Holdings (UK) Limited, business. • PricewaterhouseCoopers’ (“PwC”) which owns upscale boutique resistance of an application by the lifestyle brands, Malmaison and • Navis Asia VII Management liquidator of Celestial Nutrifoods Hotel du Vin, which are located Company Ltd.’s acquisition of a Ltd to compel the production of across 25 cities in the UK. We majority equity interest in Imperial documents relating to Celestial acted for Frasers Hospitality UK Treasure Restaurant Group Pte. Nutrifoods Ltd’s dealings and Holdings Limited and Frasers Ltd. We acted for the acquirer. affairs, and PwC’s working papers. Centrepoint Limited. We acted for PwC. • CLSA Capital Partners’ investment • Shenzhen-listed Shandong Delisi in the PT Arena Gourmet group, • SIAC arbitration commenced by a Food Co. Ltd’s A$140 million which operates a chain of casual foreign employee of a Singaporean acquisition of stake in Australia’s dining restaurants in Indonesia. We property and hospitality entity (the Bindaree Beef Group. We acted for acted for CLSA Capital Partners. “Company”) who was assigned the acquirer. to work outside of Singapore. We acted for the Company. • SATS Ltd.’s RM 218 million offer for 49% of Brahim’s Airline LITIGATION & DISPUTE Catering Holdings, the exclusive RESOLUTION SPECIALISED PRACTICES in-flight caterer to Malaysia Airlines Berhad. We acted for a wholly- • Nestlé Singapore’s Court of Appeal • Jones the Grocer International Pte. owned subsidiary of SATS Ltd. trade mark action to protect the Ltd.’s judicial management and 2- and 4- fingers Kit Kat shape. subsequent sale of its businesses • Foodpanda GmbH’s acquisition A rare five judge Court of Appeal Bécasse and jones the grocer. of the Food Runner group, an was convened to hear the appeal, We acted for PwC, the Judicial operator of online food delivery highlighting the jurisprudential Managers of Jones the Grocer businesses, and Singapore-Dine significance of this case for trade International Pte. Ltd. in the sale Private Limited, a food delivery mark law in Singapore. We acted of the business and the transfer of service. We acted for Foodpanda for Nestlé. intellectual property rights. GmbH. • ICC arbitration commenced by an • Intellectual property portfolio • L Capital Asia’s US$52 million international hotel management management and franchising issuance of new shares in portfolio conglomerate arising from the initiatives supporting regional company Crystal Jade Group termination of a hotel management expansion. We acted for the Les Holdings to Standard Chartered agreement. We acted for the Amis Group. Private Equity. We acted for L respondent owners of a Maldivian Capital Asia. luxury resort. • Rebranding one of the key F&B investments of a luxury brand investment fund. We acted for the luxury brand investment fund.

WONGPARTNERSHIP LLP | 29 08 GOVERNMENT & REGULATORY

Our Firm has advised on a diverse and interesting range of government-related projects this year, both domestic and cross-border: from the S$5 billion merger of Ascendas, Jurong International Holdings, Surbana International Consultants and Singbridge, to the ongoing US$1.5 billion investor-state arbitration where we act for the Independent State of Papua New Guinea in its massive expropriation claim. The Singapore Tourism Board also has plans to rejuvenate attractions in Mandai. Intellectual property matters form an interesting segment of our portfolio. But not all our regulatory and compliance matters are captured here, though, as many of these demand discretion and confidentiality, particularly those involving investigations.

Tier 1 in Tax since 2006 The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession, 2016

Highly Recommended for Financial Services Regulatory Asialaw Profiles – The Guide to Asia-Pacific’s Leading Domestic Law Firms, 2016 “In depth expertise in regulatory matters” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016

“Popular choice of counsel for large conglomerates and regional governments, with involvement in complex investment and commercial arbitration claims.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016

• Central Provident Fund Board’s CORPORATE & FINANCIAL S$550 million sale of the CPF LITIGATION & DISPUTE SERVICES building. We acted for the seller. RESOLUTION

• Temasek Holdings (Private) • Tuaspring Pte. Ltd.’s regulatory • Government of Papua New Limited’s partnership with the and transactional issues arising Guinea’s successful US$1.5 billion Singapore Tourism Board in a under its market making ICSID Arbitration commenced by proposed project to rejuvenate arrangements with the Singapore PNG Sustainable Development Mandai, a development which Exchange Derivatives Trading Program Limited. We act for the consists of the Singapore Zoo, Limited under the original Forward Independent State of Papua New Night Safari and River Safari. Sales Contract Scheme and the Guinea. We acted for Temasek Holdings subsequent Enhanced Forward (Private) Limited. Sales Contract Scheme. We acted for Tuaspring Pte. Ltd. in • Government of Laos US$1 billion its issues and also its outsourcing UNCITRAL bilateral investment • JTC Corporation’s S$5 billion arrangements with a third party treaty arbitration arising from merger with Temasek Holdings service provider. the misappropriation of gaming of four subsidiaries including investments. We act for Macau- Ascendas Pte. Ltd., Jurong based Sanum Investments and International Holdings Pte. Ltd., • SP Services Limited, a Market Netherlands-based Lao Holdings. Surbana International Consultants Support Services Licensee Holdings Pte. Ltd. and Singbridge and facilitator appointed by the • An iconic project construction Pte. Ltd. We acted for JTC Energy Market Authority (“EMA”) arbitration against a Singapore Corporation. under the EMA’s Forward Sales Contract Scheme and subsequent statutory board over foundation Enhanced Forward Sales Contract and sub-structure works. We • JTC Corporation’s S$24.8 million Scheme. We acted for the above acted for the contractor. acquisition of 26 Senoko Way, mentioned entities on legal, Singapore, from Ascendas Real documentary and regulatory • Investment treaty arbitration Estate Investment Trust. We acted issues. involving claims over US$4 for the seller. billion. We advised a multinational corporation.

WONGPARTNERSHIP LLP | 31 09 MANUFACTURING

High-end manufacturing reflects the value-add that Singapore brings to this diverse industry, with new facilities being established by large multinationals like Samsung’s US$7.7 billion acquisition of Cheil Industries and the S$1.8 billion sale of STATS ChipPAC.

Tier 1 in Restructuring & Insolvency The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession, 2016

“They hire very sound lawyers which is very reassuring and they have client care at the fore.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016 • Sunningdale Tech Ltd’s acquisition termination, and had also advised CORPORATE & FINANCIAL of Latvia’s Skan-Tooling. We acted on the establishment of its joint SERVICES for the acquirer. venture in 2013.

• Samsung C&T Corporation’s • Golden Star Group’s HK$351.9 US$7.7 billion takeover offer for million acquisition of Singapore- LITIGATION & DISPUTE Cheil Industries Inc. We acted as and Hong Kong-listed Novo RESOLUTION Singapore counsel to the acquirer. Group Ltd. We acted for Deloitte & Touche Corporate Finance Pte. • US$600 million SIAC arbitration Ltd., the financial adviser to the involving one of the largest steel • Temasek Holdings (Private) acquirer. manufacturers in South East Limited’s S$1.8 billion sale Asia against the liquidator and of STATS ChipPAC Ltd. (“the the secured creditors for alleged • CW Group Holdings, CW Company”) to Jiangsu Changjiang breach of an asset purchase Advanced Technologies and CW Electronics Technology Co Ltd. We agreement. We successfully acted Advanced Technologies’ S$500 acted for Citigroup Global Markets for the liquidator. Singapore Pte. Ltd. as the financial million multicurrency debt issuance adviser to the Company, Maybank programme. We acted for the Kim Eng Securities Pte. Ltd. as issuers. • A trade mark and passing off the independent financial adviser dispute involving a U.S. automobile lubrication and additives company. to the independent directors of • US$750 million syndicated asset We acted for the company. the Company, and DBS Bank financing to Micron Semiconductor Ltd. as the financier of the bridge Asia, a subsidiary of Micron acquisition financing. Technology, Inc. We acted for the lenders. • Berkley International Limited’s S$117.5 million acquisition of • Leading South Korean energy Lizhong Wheel Group Ltd. This company, SK Innovation Co., is a privatisation by the target Ltd.’s termination of its EUR company’s major shareholder. We 270 million joint venture with acted for the acquirer. German car parts and tyre-maker Continental AG. We acted for SK Innovation Co., Ltd. in the

WONGPARTNERSHIP LLP | 33 10 MEDICAL & HEALTHCARE

The medical and healthcare industries are an important part of our Firm’s work, whether in regional corporate activities or disciplinary matters involving medical professionals in Singapore. As a regional health hub with strategic industry networks, we have assisted clients in their investments in the active healthcare sector, including the S$1.1 billion acquisition of Biosensors and GlaxoSmithKline’s new global headquarters for Asia in Singapore Highly Recommended in Labour & Employment Asialaw Profiles – The Guide to Asia-Pacific’s Leading Domestic Law Firms, 2016

“I was appreciative of the level of responsiveness and the turnaround time.”

“It’s very conscious of both commercial and legal conflict and it puts the customer first.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016

• Religare Health Trust Trustee treatments for professional CORPORATE & FINANCIAL Manager Pte. Ltd’s S$60 million misconduct following a case of SERVICES 4.5% notes due 2018, under aesthetic treatment that went its S$500 million multicurrency wrong. We acted for SMC. • US$20 billion three- medium term note programme. part transaction between We acted for the issuer. • Mr Koo Quay Keong’s claim GlaxoSmithKline (“GSK”) and against consultant general Novatis. We acted as Singapore • Wave Life Sciences Ltd.’s S$143.5 surgeon, London Lucien Ooi for counsel to GSK on corporate/ million initial public offering and negligence in his advice, medical commercial and employment listing on NASDAQ. We acted as a treatment and post-operation care matters. special Singapore counsel for the of Mr Koo’s wife. We acted for Mr issuer. Koo Quay Keong. • S$1.1 billion acquisition of Biosensors International Group by Beijing CITIC Investment Centre • iX Biopharma Ltd.’s S$30.1 million • A healthcare institution’s urgent (Limited Partnership). We acted initial public offering and listing on injunction against an employee for the acquirer in the acquisition the Catalist board. We acted for iX who was serving his notice period and the financing relating to the Biopharma Ltd. for the delivery up and restraint of acquisition. use of confidential and proprietary • Inaugural development under documents and information. We • Cordlife Group Limited’s sale of the Boustead Development acted for the healthcare institution. its convertible note and shares in Partnership that was formed China Cord Blood Corporation as with the Abu Dhabi Investment part of the latter’s US$108 million Council, to develop and lease SPECIALISED PRACTICES privatisation by Golden Meditech GlaxoSmithKline’s new global Holdings Limited. We acted for the headquarters for Asia in Singapore. • Bristol-Myers Squibb’s ownership seller. We acted for Boustead Projects of biological samples and data Pte. Ltd. collected from secondary research • Cordlife Group Limited’s RM 74.6 in Singapore. We acted for Bristol- million takeover offer for Malaysia- • Joint venture between a large Myers Squibb. listed StemLife Berhad. We acted Indonesian conglomerate and as Singapore counsel to the local Myanmar partner in the • Taiho Pharmaceutical’s retention acquirer. development of a network of obligations regarding clinical private hospitals in Myanmar. We trial data. We acted for Taiho • Parkway Pantai Limited’s joint acted for the large Indonesian Pharmaceutical. venture with Shanghai Broad conglomerate. Ocean Investments Co., Ltd. and • Kimberly-Clark’s distribution of resultant lease agreement with products in Myanmar. We acted Perennial Real Estate Holdings LITIGATION & DISPUTE for Kimberly-Clark on their on their Limited’s Chengdu subsidiary. We RESOLUTION distribution agreement with Mega acted for Parkway Pantai Limited, Lifesciences Public Company Ltd. a subsidiary of IHH Healthcare • Disciplinary proceedings by the Berhad. Singapore Medical Council (“SMC”) against Dr Kevin Teh, a general practitioner who does aesthetic WONGPARTNERSHIP LLP | 35 11 PRIVATE CLIENT

WongPartnership is best known as a top corporate law firm that handles mainly high-end business issues. But we also have a thriving specialist practice that advises individuals on a wide array of personal matters, from private wealth and trusts, to civil litigation and criminal investigations. High net worth individuals and families engage us to advise on their multi-jurisidiction asset structures. Our lawyers also help individuals faced with disciplinary, regulatory and criminal investigations, managing with discretion and sensitivity.

“They performed very well. Very responsive, incredibly knowledgeable. We enjoy working with them quite a lot.”

Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Busines 2016 Ranked in Private Client/ Wealth Management

“They helped us to understand the areas of risk and chose appropriate and consistent options.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016

• High court suit against assets • Succession planning of trust in CORPORATE & FINANCIAL worth S$30.8 million that were UK, Hong Kong S.A.R., Australia, SERVICES set up more than 25 years ago. New Zealand and Singapore. We We acted for the defendants assisted the clients to set up a and co-owners of various family trust which takes into account • Jumbo Group Limited’s initial properties. tax considerations as well as the public offering. We acted for couple’s family circumstances and cornerstone investors Heliconia concerns in inculcating financial • Validity of will dispute. We acted Capital Management and Mr independence in the beneficiaries for clients in disputing the validity Ron Sim Chye Hock, in their and yet providing for their needs. investments. of a will propounded by the clients’ sibling. • Complex trust structure spanning LITIGATION & DISPUTE across jurisdictions. We acted for RESOLUTION SPECIALISED PRACTICES a wealthy family in the setup of a family trust to hold their interest in their family business which is • Structuring of a US$10 billion • Successful, landmark application proposed to be listed. The trust family trust. We acted for private of rare cy-pres doctrine in assets involved interest in the wealth individuals in the structuring Singapore. We acted for the family business which is held in a of their family trust. trustees of a charitable trust set complex structure of trusts. up by a high net worth individual to seek an order of Court for the • The estate of a world renown • Disclosure of documents relating cy-pres doctrine to be applied to a ophthalmologist worth S$40 to a judicial review application part of the net income of the said million. We acted for the executors against the Comptroller of Income trust. of the Estate of Professor Arthur Tax. We acted for a foreign Lim Siew Ming. high net worth individual in his • Mr Oei Hong Leong’s CAD 500 application of the disclosure, million dispute with Concord • High net worth individual with value where issues of the discovery Pacific Acquisitions Inc. over of US$30 million assets around the regime under the Rules of Court a waterfront site in Vancouver, world. We assisted the individual and the Exchange of Information involving proceedings in Canada with the structuring of a private regime under the Income Tax Act and Singapore. We acted for Mr trust. were decided in our favour. Oei Hong Leong.

• A high net worth individual’s • A Greek national’s EUR 69 million US$15 million trust. We assisted claim against a foreign law firm in in the setup of a comprehensive Singapore and New Zealand. We revocable family trust involving an acted for the Greek national. ultra high net worth individual and an Indonesian-listed company.

WONGPARTNERSHIP LLP | 37 12 PRIVATE EQUITY

Private equity financing has been the driving force behind a large portion of 2015’s deals. Whether in real estate, technology or lifestyle, Singapore continues to attract speciality and general players in this market, giving acquirers and sellers viable financing options aside from traditional bank lending and capital markets.

• US$325 million sale of Bangalore- • GREE Ventures, Inc.’s investment CORPORATE & FINANCIAL based engineering services in Piethis.com Pte. Ltd. We acted SERVICES company QuEST Global Services for the investor. Pte. Ltd. (“QuEST Global”) by Warburg Pincus LLC to Bain • CLSA Capital Partners’ acquisition • TPG Capital-led consortium’s Capital, LP and GIC Private of a project to be developed on a US$2 billion acquisition of Limited at US$1.5 billion valuation. plot of land in Shanghai, PRC. We Cushman & Wakefield, a We acted for QuEST Global in the acted for CLSA Capital Partners leading global commercial real transaction and the set-up of a on the partial financing in relation estate services firm. We acted trust in relation to the sale. as Singapore counsel to the to the acquisition. consortium on the financing • KKR Credit Advisors (US) LLC’s relating to the acquisition. • OCBC Bank and its asset proposed US$150 million management subsidiary Lion investment in JBF Industries Global Investors’ first private equity • S$1.18 billion acquisition of AXA Limited and JBF Global Pte. Ltd. fund with outside investors. The Tower in Singapore’s central We acted as Singapore counsel to fund ended almost 40% higher business district from BlackRock, KKR Credit Advisors (US) LLC. Inc. We acted for the purchaser in at S$550 million from its initial the acquisition and the financing target of S$400 million. We acted relating to the acquisition. • Northstar Advisors Pte. Ltd.’s for OCBC Bank and Lion Global US$8 million investment in Investors. ConneXionsAsia Pte. Limited. We • Apollo Global Management, acted for Northstar Advisors Pte. LLC’s $1.03 billion acquisition Ltd. in the investment, and also of OM Group, Inc., and the sale advised on intellectual property LITIGATION & DISPUTE of the Electronic Chemicals and issues in connection with the RESOLUTION Photomasks segments of OM transaction. Group to Platform Specialty Products Corporation. We acted • Dispute between one of Asia’s for Apollo Management VIII, L.P., a • Grant of a call option over the most prominent private equity firms fund managed under Apollo Global shares of Indonesia-listed PT and a former senior employee in Management, LLC. Bakrie Sumatera Plantations Tbk, relation to termination and alleged by a third party in favour of Black entitlement of the employee to River Emerging Markets Credit carry interest. We acted for the • Baring Private Equity Asia’s S$450 Opportunity Fund II LP (“Black private equity firm. million acquisition of Interplex River”). We acted for Black River. Holdings Ltd. We acted for the vendors, Standard Chartered Private Equity Limited and • GREE Ventures, Inc.’s investment Metcomp Group Holdings. in Kudo Digital Solutions Pte. Ltd. We acted for the investor. “Singapore Firm of the Year” for Alternative Investment Funds (including Private Equity) Asian-Mena Counsel Firms of the Year, 2015

Highly Recommended for Private Equity Asialaw Profiles – The Guide to Asia-Pacific’s Leading Domestic Law Firms, 2016

Demonstrates a wealth of expertise across a range of structures, with notable strength in private equity and real estate funds. Counsel to a plethora of blue-chip private equity houses. Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016

WONGPARTNERSHIP LLP | 39 13 TECHNOLOGY & TELECOMMUNICATIONS

The development of new technology continues to shape every sector and business, disrupting and renewing traditional industries. Asia’s desire for high tech innovations has translated into many investments in this region, with many others already in the pipeline. Mobile technologies and online digital platforms are the way of the future. Our lawyers have advised numerous technology companies as well as financial institutions and industrial companies on a wide range of technology-related matters.

Ranked since 2008 for Technology, Media, Telecoms (TMT) The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession, 2016

Highly recommended for IT, Telco & Media Asialaw Profiles – The Guide to Asia-Pacific’s Leading Domestic Law Firms, 2016

Regularly handles telecommunications and IT issues. Leverages off a strong showing in intellectual property to provide comprehensive advice to clients, including on contentious matters. Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016 CORPORATE & FINANCIAL LITIGATION & DISPUTE SERVICES RESOLUTION

• Alibaba Investment Limited’s • Motorola Solutions Credit investment of an equity stake in Company LLC’s (“Motorola”) bid Singapore Post Limited. We acted to enforce a US$2.65 billion U.S. for Singapore Post Limited. Court judgment in Singapore against members of a prominent Turkish family for a massive fraud • Koichi Saito’s establishment of a perpetuated against Motorola. We venture capital fund that will focus acted for Motorola. on seed stage internet and mobile startups in South East Asia, Hong Kong S.A.R, and Taiwan. We acted SPECIALISED PRACTICES for Koichi Saito. • Blu5 View Pte. Ltd., a developer • Secura Group Limited’s S$106.4 of integrated hardware-software million initial public offering on platforms and network solutions. the Catalist board. We acted for We advised on various matters Secura Group Limited. including licence agreements and advising on its intellectual property strategies.

• Singapore Technologies Telemedia’s (“STT”) proposed construction of a world class data centre in Singapore. We acted for STT in its preparation of the conditions of contract and consultancy services agreement.

• A popular web messaging service’s next-generation secure online payment platform. We advised on its terms of service and privacy issues.

• Establishment of the regional hub for a global cloud solutions service provider in Singapore, as well as customer regulatory and other matters. We acted for AliCloud, the cloud computing arm of the Alibaba Group.

• An international mobile messaging application developer. We advised on telecommunications regulatory issues applicable to the use of VoIP technologies in the application.

WONGPARTNERSHIP LLP | 41 14 TRANSPORTATION

Land, sea and air transport are witnessing tremendous activity in Asia, propelled by the affluence of the growing middle class and young populations in this region. The low cost carrier space will continue to be interesting, with consolidation and expansion amongst new and traditional carriers. Mass rapid transit systems and other public transport also form an important component of bustling Asian cities trying to cope with an explosion of both human and vehicular population. Congestion management and connectivity are critical to governments hoping to improve infrastructure whilst ensuring smooth point-to-point connections. Our lawyers have seen an interesting variety of transport matters in 2015, including the S$3.4 billion acquisition of Neptune Orient Lines. Outstanding in Project largest international airports in CORPORATE & FINANCIAL the Middle East. We acted for the Finance SERVICES claimant, a Singapore-listed global integrated solutions provider of airport logistics systems. Outstanding in • Establishment of Global Logistic Competition & Antitrust Properties Limited’s (GLP) second PRC-focused US$7 billion fund. • Alleged conspiracy involving Asialaw Profiles – The Guide to Asia-Pacific’s We acted as Singapore counsel Mr Mok Kim Whang, the Leading Domestic Law Firms, 2016 to GLP. former Senior Vice President of Singapore Technologies Marine Ltd. (“ST Marine”) and two other “The overall service • The world’s third-largest container ST Marine officers to corruptly ship operator, CMA CGM S.A.’s give gratification to agents of ST is prompt, practical proposed S$3.4 billion acquisition Marine’s customers as inducement and cost-effective. of Neptune Orient Lines Limited. for granting ship repair contracts to We acted for the acquirer, the ST Marine. We acted for Mr Mok They have in-depth financial advisers to the acquirer, Kim Whang. and the US$1.65 billion syndicated understanding of financing. clients’ operations and SPECIALISED PRACTICES needs, which renders • Tiger Airways Holdings Limited’s S$453 million sale to Singapore • Glory Wealth Shipping Pte. Ltd.’s their advice extremely Airlines Limited. We acted for Tiger US$946 million debt restructuring. Airways Holdings Limited. We acted for Glory Wealth useful.” Shipping Pte. Ltd. Chambers Asia-Pacific – Asia-Pacific’s Leading • Precious Projects Pte. Limited’s Lawyers for Business, 2016 S$500 million medium term • Toll Logistics (Asia) Limited’s note programme guaranteed by (“Toll”) construction project Precious Shipping Public Company documentation for its S$228 Limited and Precious Shipping million high tech logistics facility (Singapore) Pte. Ltd. We acted for near Tuas port, Singapore. We the issuer and the guarantors. acted for Toll.

• PT Soechi Lines Tbk’s S$300 • Expedia Inc.’s 25% stake million secured multicurrency acquisition of AAE Travel Pte. Ltd. medium term note programme. from AirAsia Berhad for RM 306.1 We acted for DBS Bank Ltd. and million. We acted for the acquirer. OCBC Bank as arrangers and dealers. • Insolvency of a main contractor, Alpine Bau GmbH, for works in the • Wearnes Automotive Pte. Ltd.’s Downtown Line Stage 2 rail transit (“Wearnes”) acquisition of rights system in Singapore. We act for for the Aston Martin dealership in the Land Transport Authority of Singapore. We acted for Wearnes. Singapore.

LITIGATION & DISPUTE • Research collaboration with the RESOLUTION Agency for Science, Technology and Research (A*Star), to enhance • ICC arbitration against a Danish transport infrastructure network company in a dispute concerning reliability and performance. We the provision of the baggage acted for SMRT Corporation Ltd. handling system for one of the

WONGPARTNERSHIP LLP | 43 15 REGIONAL WORK

Every year, our work in the region expands significantly as intra-Asean and intra-Asian trade increases and foreign direct investment continues to stream in.

In corporate mergers & acquisitions, almost all targets have cross-border operations; in disputes we act for clients filing claims against parties outside their jurisdictions over projects and acquisitions in third countries. The complexities and challenges have thus also increased both from a legal perspective and culturally, in the conduct of business.

Our network and associate offices in China, Indonesia, Malaysia, the Middle East and Myanmar handle a range of both inbound and outbound work, with clients coming from the region and further afield.

16 CHINA

China’s evolution into higher a value-added economy, with gradual trade liberalisation, continues to make it a large market for our Firm. In 2015, our lawyers advised a wide range of industries, from food and beverage and high technology, to medical services and real estate, amongst many others. Chinese investors scour the region for business opportunities and often use Singapore as a springboard and base. Invariably disputes also arise and we have acted on a variety of large arbitrations involving infrastructure projects.

Highly Recommended Firm for Capital Markets, Construction & Real Estate, Corporate/M&A and Project Finance in China. Asialaw Profiles – The Guide to Asia-Pacific’s Leading Domestic Law Firms, 2016

A reliable Singapore-led China team, acting in conjunction with offices in Shanghai and Beijing on a consistent flow of cross-border M&A. Chambers Global – The World’s Leading Lawyers for Business, 2016 • Shenzhen-listed Shandong Delisi two separate SIAC arbitrations CORPORATE & FINANCIAL Food Co. Ltd’s A$140 million involving an Isreali company. We SERVICES acquisition of stake in Australia’s acted for the Isreali company. Bindaree Beef Group. We acted for the acquirer. • Establishment of Global Logistic • General Nice Resources (Hong Properties Limited’s (GLP) second Kong) Ltd.’s enforcement of arbitral PRC-focused US$7 billion fund. • Berkley International Limited’s award. The dispute concerned We acted as Singapore counsel S$117.5 million acquisition of the sale and purchase of iron ores to GLP. Lizhong Wheel Group Ltd. This fines and lumps. We successfully is a privatisation by the target acted for General Nice Resources company’s major shareholder. We (Hong Kong) Ltd. in seeking leave • S$1.1 billion acquisition of acted for the acquirer. of the High Court to enforce an Biosensors International Group by arbitral award. Beijing CITIC Investment Centre (Limited Partnership). We acted • Golden Star Group’s HK$351.9 for the acquirer in the acquisition million acquisition of Singapore- • Claims over HK$29 million under and the financing relating to the and Hong Kong-listed Novo a financing agreement between a acquisition. Group Ltd. We acted for Deloitte Hong Kong S.A.R. incorporated & Touche Corporate Finance Pte. company against a British Virgin Ltd., the financial adviser to the Islands incorporated company. We • Temasek Holdings (Private) acquirer. acted for the plaintiff. Limited’s S$1.8 billion sale of STATS ChipPAC Ltd. (“the Company”) to Jiangsu Changjiang • Surbana International Consultants Electronics Technology Co Ltd. We Holdings Pte. Ltd.’s acquisition of SPECIALISED PRACTICES acted for Citigroup Global Markets Sinosun Architects & Engineering Singapore Pte. Ltd. as the financial Co. Ltd., a PRC-based multi- • Singapore Power Limited’s S$4.2 adviser to the Company, Maybank disciplinary local design institute. billion district cooling plant project Kim Eng Securities Pte. Ltd. as We acted for the acquirer. in Chongqing, PRC. We acted for the independent financial adviser Singapore Power Limited and its to the independent directors of local subsidiary. the Company, and DBS Bank LITIGATION & DISPUTE Ltd. as the financier of the bridge RESOLUTION acquisition financing.

• US$230 million ICC international • BHG Retail REIT’s S$394.2 million arbitration, arising from a disputed initial public offering, the only termination of a contract for mainboard listing in Singapore in the construction of a power 2015 and also the first pure-play plant in West Java, Indonesia. China Retail REIT sponsored by a We acted for one of the PRC’s PRC-based group. We acted for largest mechanical and electrical DBS Bank Ltd. equipment manufacturers, listed in both Hong Kong S.A.R. and • Century Sunshine Group Shanghai, PRC. Holdings Limited’s S$300 million multicurrency medium term note • A major Korean conglomerate programme. We acted for the successfully resisting setting aside issuer. of HK$300 million ICC arbitration award. We acted for the Korean • Cordlife Group Limited’s sale of conglomerate. its convertible note and shares in China Cord Blood Corporation as • Claims over US$28 million for part of the latter’s US$108 million breach of PRC contract law in privatisation by Golden Meditech Holdings Limited. We acted for the seller. WONGPARTNERSHIP LLP | 47 17 INDIA

The world’s largest democracy was a significant market for both our transaction and disputes lawyers, with a number of private equity matters including KKR Jupiter Investors’s investment in JBF Industries’ equity shares which was awarded “Private Equity & Venture Capital Deal of the Year” by India Business Law Journal Annual Survey 2015.

• Proposed sale by MSIP • Kohlberg Kravis Roberts & Co. CORPORATE & FINANCIAL International Holdings Cooperatief L.P.’s (“KKR”) establishment of SERVICES U.A. (“MSIP”) of the entire an investment structure that will issued ordinary share capital of provide structured credit solutions Continuum Wind Energy Limited to • US$325 million sale of Bangalore- to the real estate sector in India. TerraForm Global Flow Holdings 2 based engineering services We acted for KKR. B.V. This is the biggest buyout in company QuEST Global Services India’s clean energy sector at the Pte. Ltd. (“QuEST Global”) by time of announcement. We acted Warburg Pincus LLC to Bain LITIGATION & DISPUTE as Singapore counsel to MSIP. Capital, LP and GIC Private RESOLUTION Limited at US$1.5 billion valuation. We acted for QuEST Global in the • Kohlberg Kravis Roberts & Co. • US$119 million SIAC arbitration transaction, as well as the set-up L.P.’s significant minority stake against an Indian company of a trust in relation to the sale. in CA Media, an existing Asian concerning the business of mobile media portfolio of The Chernin communication devices in India. Group, as well as the creation of • KKR Credit Advisors (US) LLC’s We acted for a UAE entity, a Emerald Media, a new vehicle to proposed US$150 million joint venture partner of the Indian fund investments in the media and investment in JBF Industries company. entertainment industries across Limited and JBF Global Pte. Ltd. Asia. We acted as Singapore We acted as Singapore counsel to counsel in this transaction. KKR Credit Advisors (US) LLC.

“They were pragmatic, and explained things clearly enough for business folk to understand what was going on.”

“They work as a team with the clients, and can see the issues from the clients’ perspective.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016 18 INDONESIA

As the largest economy in ASEAN, Indonesia continues to be a lure for investors with active intra-regional trade and rising domestic demand. Through our association with Makes & Partners, we have built a strong alliance with expertise in advising both commercial transactions and disputes arising out of Indonesia’s rising trade.

• Lippo Malls Indonesia Retail Trust’s an international hotel company, in CORPORATE & FINANCIAL S$40 million private placement as two consolidated US$119 million SERVICES acquisition financing for a mall in SIAC arbitrations. We acted for Jakarta, Indonesia. We acted for an Indonesian company and an • Enercoal Resources Pte. Ltd.’s the joint bookrunners. Indonesian national. US$375 million convertible bonds guaranteed by parent company, • Grant of US$32 million and • International arbitration against PT Bumi Resources. We acted for US$29.6 million guaranteed an Indonesian conglomerate a group of bondholders. revolving and other ancillary concerning an investment in coal trade facilities to PT Aroma Mega mining interests in Indonesia. • PT Soechi Lines Tbk’s S$300 Sari and PT Budi Subur Tanindo We successfully acted for the million secured multicurrency respectively. We acted for the claimants. medium term note programme. lender and security agent as We acted for DBS Bank Ltd. and drafting counsel. OCBC Bank as arrangers and SPECIALISED PRACTICES dealers. • Cargill Tropical Palm Holdings Pte. Ltd.’s (“Cargill”) acquisition of • PT Berau Coal Energy Tbk’s • PT Duta Anggada Realty Tbk’s the Poliplant Group in Indonesia US$950 million restructuring of S$160 million multicurrency to meet increasing demand for high yield bonds in Singapore. We medium term note programme. We traceable and sustainable palm oil. acted for PT Berau Coal Energy acted for Credit Suisse (Singapore) We acted for Cargill. Tbk. Limited. • Grant of a call option over the • Airtrust (Singapore) Pte Ltd. shares of PT Bakrie Sumatera We acted for the Receivers and Plantations Tbk, by a third party Managers of Airtrust (Singapore) in favour of Black River Emerging Pte Ltd and advised on the Markets Credit Opportunity Fund management of the holding II LP (“Black River”). We acted for company and subsidiaries with Black River. substantial operations in Indonesia.

• CLSA Capital Partners’ investment • Les Amis Group’s intellectual in the PT Arena Gourmet group, property portfolio management which operates a chain of casual and franchising strategies in dining restaurants in Indonesia. We Indonesia. We acted for the Les acted for CLSA Capital Partners. Amis Group. Leading International • High net worth individual’s US$15 Firm for Corporate & LITIGATION & DISPUTE million trust. We assisted in RESOLUTION the setup of a comprehensive Finance in Indonesia revocable family trust involving an since 2013 • An Indonesian law-governed ultra high net worth individual and lease agreement SIAC dispute an Indonesian-listed company. Chambers Global – The World’s Leading concerning a luxury resort in Bali, Lawyers for Business, 2016 against an Indonesian subsidiary of

WONGPARTNERSHIP LLP | 49 19 MALAYSIA

Singapore’s closest neighbour continues to be one of our largest investment destinations as both countries enjoy positive relations on a state level. WongPartnership has been working with Foong & Partners, our strategic alliance partner, on major deals and investments.

• SATS Ltd’ RM 218 million offer for CORPORATE & FINANCIAL 49% of Brahim’s Airline Catering LITIGATION & DISPUTE SERVICES Holdings, the exclusive in-flight RESOLUTION caterer to Malaysia Airlines Berhad. We acted for a wholly-owned • ICC arbitration between an Italian • KNM Group Berhad’s S$300 subsidiary of SATS Ltd. company pioneer in pipe coating million multicurrency medium term for the oil and gas industries note programme. We acted for against a large Malaysian-listed the issuer, the guarantor, and the • Parkway Pantai Limited’s joint company, both amongst the arranger. venture with Shanghai Broad Ocean Investments Co., Ltd. and world’s three largest operators and resultant lease agreement with suppliers in such pipe coating. We • Expedia Inc.’s 25% stake Perennial Real Estate Holdings successfully acted for the claimant. acquisition of AAE Travel Pte. Ltd. Limited’s Chengdu subsidiary. We from AirAsia Berhad for RM 306.1 acted for Parkway Pantai Limited, million. We acted for the acquirer. a subsidiary of IHH Healthcare SPECIALISED PRACTICES Berhad. • Cordlife Group Limited’s RM 74.6 • Production of and exploitation arrangements relating to “King million takeover offer for Malaysia- • Splendid Investments Limited’s listed StemLife Berhad. We acted of Mahjong”, a co-production S$300 million multicurrency between Malaysia and Singapore. as Singapore counsel to the medium term note programme. acquirer. We acted for Clover Films Pte. Ltd. We acted for the issuer and the and Clover Films Distribution Pte. guarantor, KNM Group Berhad Ltd. through China wall arrangements.

“Very professional, with a good understanding of the cultural ramifications of the deal.”

“Extensive experience in complex and multi-jurisdictional commercial disputes.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016 20 MIDDLE EAST

Much of our work in the Middle East has centred around large- scale infrastructure projects, including Middle East’s first fully integrated state-of-the-art Solid Waste Management Facility. In addition, we have also advised airline caterers and property consultants, as well as on specialist airline chartering.

CORPORATE & FINANCIAL LITIGATION & DISPUTE SERVICES RESOLUTION

• Inaugural development under • US$255 million ICC arbitration in • Litigation proceedings involving the Boustead Development relation to Middle East’s first fully the UAE branch of a major Partnership that was formed integrated state-of-the-art Solid Singapore construction company with the Abu Dhabi Investment Waste Management Facility which (the “Company”) against its local Council, to develop and lease costs over QAR 3.9 billion. We sub-contractor in relation to GlaxoSmithKline’s new global acted for a specialist contractor. alleged non-payment of claims. We headquarters for Asia in Singapore. defended the Company. We acted for Boustead Projects • ICC arbitration against a Danish Pte. Ltd. company in a dispute concerning the provision of the baggage • Drafting and implementation handling system for one of the of bespoke tripartite property largest international airports in management agreements between the Middle East. We acted for the bank, mortgagor and property claimant, a Singapore-listed global management company. We integrated solutions provider of acted for a UAE-based property airport logistics systems. consultant. • Dispute arising out of a • Proposed joint venture between subcontract agreement executed a construction company and a by a UAE precast concrete Finnish airline operator to operate technology company and a UAE a commercial airline out of Abu trading company in relation to the Dhabi, UAE. We acted for the construction of a large scale labour construction company. accommodation. We successfully acted for the claimant.

Recommended For M&A in the UAE since 2012 IFLR1000: Financial & Corporate – The Guide to the World’s Leading Financial Law Firms, 2016

“They were clear in their advice and open to being tested on various fronts.” Chambers Asia-Pacific – Asia-Pacific’s Leading Lawyers for Business, 2016

WONGPARTNERSHIP LLP | 51 21 MYANMAR

As a still young economy, Myanmar has been a thriving market for our clients in infrastructure and development projects. Our lawyers have advised international investors like Pacific Hunt Energy and Kimberly-Clark, as well as regional investors from Singapore.

CORPORATE & FINANCIAL SPECIALISED PRACTICES SERVICES • Kimberly-Clark’s distribution of • Pacific Hunt Energy Pte. Ltd.’s products in Myanmar. We acted for (“PHEPL”) convertible notes for its Kimberly-Clark on their distribution US$100 million investment in two agreement with Mega Lifesciences oil and gas blocks in Myanmar. We Public Company Ltd. acted for PHEPL.

• Keppel Land Limited’s US$47.4 Leading firm for Corporate and M&A and million joint venture for the development of an office tower in Projects (including Energy) in Myanmar Junction City in Yangon, Myanmar. We acted for Keppel Land Limited. “The ‘very responsive and commercial’ • US$10 million convertible bonds WongPartnership Myanmar Ltd. advises subscription agreement for the purposes of raising funds for a on construction and project financing.” local conglomerate’s property and The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession, 2016 industrial park developments in Myanmar. We advised an offshore fund.

• Joint venture between a large Indonesian conglomerate and local Myanmar partner in the development of a network of private hospitals in Myanmar. We acted for the large Indonesian conglomerate.

• Lease agreements with a Myanmar company over industrial land in Myanmar. We acted for a leading Singapore property development and construction company. CONTACT US

SINGAPORE WongPartnership LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 t +65 6416 8000 f +65 6532 5711/5722

CHINA WongPartnership LLP WongPartnership LLP Beijing Representative Office Shanghai Representative Office Unit 3111 China World Office 2 Unit 1015 Corporate Avenue 1 1 Jianguomenwai Avenue, Chaoyang District 222 Hubin Road Beijing 100004, PRC Shanghai 200021, PRC t +86 10 6505 6900 t +86 21 6340 3131 f +86 10 6505 2562 f +86 21 6340 3315

INDONESIA Makes & Partners Law Firm (an associate firm) Menara Batavia, 7th Floor Jl. KH. Mas Mansyur Kav. 126 Jakarta 10220, Indonesia t +62 21 574 7181 f +62 21 574 7180 w makeslaw.com

MALAYSIA Foong & Partners (an associate firm) Advocates & Solicitors 13-1, Menara 1MK, Kompleks 1 Mont’ Kiara No 1 Jalan Kiara, Mont’ Kiara 50480 Kuala Lumpur Malaysia t +60 3 6419 0822 f +60 3 6419 0823 w foongpartners.com

MIDDLE EAST Al Aidarous International Legal Practice (an associate firm) Al Aidarous International Legal Practice (an associate firm) Abdullah Al Mulla Building, Mezzanine Suite 02 Zalfa Building, Suite 101 - 102 39 Hameem Street Sh. Rashid Road Al Nahyan Camp Area Garhoud P.O. Box No. 71284 P.O. Box No. 33299 Abu Dhabi, UAE Dubai, UAE t +971 2 6439 222 t +971 4 2828 000 f +971 2 6349 229 f +971 4 2828 011 w aidarous.com

MYANMAR WongPartnership Myanmar Ltd. No. 1, Kaba Aye Pagoda Road Business Suite #03-02, Yankin Township Yangon, Myanmar t +95 1 544 061 f +95 1 544 069 [email protected] wongpartnership.com WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).