Walkers Global Fintech Group

Est. 1964

Global Legal and Professional Services

Walkers Global FinTech Group

www.walkersglobal.com Global Legal and Professional Services

*Walkers works in exclusive association with Kevin Taylor, trading as 'Walkers Bermuda', a full service commercial law firm providing advice on all aspects of Bermuda law. The title of 'partner' is used to refer to a consultant or employee of Walkers Bermuda with equivalent standing and qualifications to a partner of Walkers.[ 1]

Global FinTech Group

At Walkers, our lawyers advise clients for pension funds, wealth managers and other financial institutions for use in asset allocation for investments totalling ranging from global financial institutions GBP73 billion (GBP30 billion assets under advice). leveraging cutting-edge technology to » Asset Risk Consultants. Advising Asset Risk Consultants in relation to the setup of its suggestus.com ‘robo’ advisory start-ups changing the status quo with investment research platform. innovative products and services. » New Focus Auto Tech Holdings Limited. Acting as counsel to New Focus Auto Tech Holdings Limited, a Hong Kong-listed Walkers has one of the leading offshore global FinTech practices automobile technology company, in connection with the in the market. With expertise in six laws and a presence in ten issuance of Taiwan Depository Receipts on the Taiwan Stock offices across the globe, we create pragmatic and commercial Exchange. solutions that enable our clients to achieve their ambitions, as » Alibaba / Weibo. Acted as counsel to Chinese eCommerce demonstrated by our track record of completing ‘first of a kind’ company Alibaba Group in its US$586 million acquisition of an transactions. We advise businesses partnering with or investing in 18 per cent stake in China’s largest Internet portal and media FinTech firms as well as financial institutions and asset managers website Sina Corp’s microblogging service Weibo. developing their own FinTech products and services. We also work closely with policymakers, regulators and governments to facilitate » Baidu / Qunar. Acting as counsel to Baidu, China’s biggest appropriate legislation and regulation that keeps pace with search engine, in connection with its US$306 million innovation. acquisition of Qunar, one of China’s oldest and biggest online travel agents. FinTech » Wole / 56.com. Acted as counsel for Wole Inc. in connection with a reverse triangular takeover of 56.com, a leading user Walkers' unique vantage point has allowed us to combine our generated content online video sharing site in China, by NYSE industry experience in FinTech's core sectors with our specialist listed Renren Inc., the leading real name social networking legal expertise, to create an offshore market leading FinTech team. internet platform in China, utilising the Cayman merger We cover FinTech's core financial industry sectors – asset scheme under the Companies Law. Wole Inc. was wholly management, investment, banking, finance, insurance and acquired in amount of US$80 million. payments, advising on a wide range of complex domestic and cross-border matters. With experts from the Americas to Asia, » JAFCO Investment. Acted for JAFCO Investment (Asia Pacific) Europe and the Middle East, we understand that innovative Ltd in connection with the establishment of JAFCO Asia businesses think beyond borders. Technology Fund III, JAFCO Asia Technology Fund IV and JAFCO Asia Technology Fund V, private equity funds focusing A representative list of some of our FinTech experience includes: on technology-related sectors in Australia, Hong Kong, India, Korea, Malaysia, New Zealand, PRC, Philippines, Singapore, » Goldman Sachs and J.P. Morgan. Acted as counsel for Taiwan and Thailand. Goldman Sachs International and J.P. Morgan Securities plc as book runners and global coordinators in relation to » Baring Asia / Giant Interactive. Acting as counsel to Baring Asia approximately GBP500 million of loan notes issued by Arrow Private Equity Fund V, L.P. in connection with the proposed Global, which has developed Proprietary Collections Bureau, a takeover of NYSE-listed Chinese online game developer Giant data matching tool for its debt purchasing and account Interactive. The proposed offer has a total value of management platform. approximately US$2.9 billion. The buyer’s consortium comprises Giant Interactive’s company chairman Shi Yuzhu, » SpectraLegal Finance. Acting as counsel for SpectraLegal Baring Private Equity Asia and Hony Capital. Finance in relation to its loan notes issue, bank financing and software licensing structure for its lending platform to UK law » Da Vinci Capital. Acting as counsel to Da Vinci Capital in firms. relation to the acquisition of IT Invest, an online high frequency and algorithmic prime brokerage platform, by Da Vinci Private » SoftBank. Acting as Cayman Islands counsel to SoftBank and Equity Fund II L.P. SoftBank Vision Fund with respect to their underlying FinTech and technology investments. » Citic PE / 3SBio Inc. Acting as counsel to the special committee of independent directors of 3SBio Inc., a NASDAQ-listed » Dorey Financial Modelling. Advising Dorey Financial Modelling China-based biotech company, in relation to its US$330 in relation to software licensing of bespoke analytics platforms

[2] million going-private transaction completed by CITIC Private range of related activities and services including funds, issuers, Equity Funds Management Co. Ltd. custodians and broker dealers. We offer lawyers with established » ITI Trade. Acting for ITI Trade to obtain an investment business track records of specialist knowledge of licensing, marketing, data licence from the Guernsey Financial Services Commission to protection, tax transparency, outsourcing, international anti- operate as an online prime broker, which was the first of its money laundering regulation and other aspects which need to be kind in Guernsey. understood by successful FinTech businesses. » Alltter Financial. Advising Alltter Financial, an online FX broker, An example of some of our Blockchain and Digital Asset in relation to the provision of execution only and discretionary experience includes: foreign exchange electronic trading services. » DrumG. Walkers Bermuda acted as Bermuda counsel to » SignOff. Advising SignOff on the establishment of the world’s DrumG in relation to a US$6.5 million equity investment made first offshore, cloud-based, digital signature service. by ConsenSys, a blockchain software technology company » Relendex. Acted as counsel to Relendex, a secured peer-to- founded by Joseph Lubin (co-founder of Ethereum) based in peer lending platform, in relation to the establishment and Brooklyn, New York. The investment comes as a Series A regulation of Relendex PCC Limited. minority funding round in which ConsenSys is the sole » Clarus Risk. Advising Clarus Risk, a developer of FinTech participating investor. Bermuda-based DrumG, co-founded by solutions for research, risk modelling, regulatory compliance Tim Grant, is a company founded to help enterprises build real- and reporting functions, in relation to its software licensing world applications on a wide range of interconnected ledgers. arrangements. » Cryptocurrency Custody. Advising a global financial services » Socii Capital. Acting as Guernsey counsel to Socii Capital company on establishing a cryptocurrency custody services Growth PCC Limited in relation to a series of venture capital business. investments made into high growing challenger and disruptor » Advising on the establishment of a licensed cryptocurrency businesses that utilise or develop new technologies, including custodian. a high growth financial technology company that provides » Acting as Cayman Islands counsel to a global leading banking services. cryptocurrency liquidity provider. » Advising on the establishment of a FinTech regulatory » Acting as Cayman Islands counsel to various cryptocurrency sandbox. broker-dealers. » Advising numerous FinTech clients on establishment, licensing » Advising Cayman Islands investment funds on the AML/CFT and ongoing regulatory compliance, including online and other regulatory aspects of cryptocurrency investments. investment platforms, online peer-to-peer lending and crowdfunding platforms, e-money and payment services » Acting as Cayman Islands counsel on the formation of a providers, online trading platforms and others. Cayman Islands foundation company in connection with the restructuring of tokens. » Acting as Cayman Islands counsel on the formation of venture capital funds focusing on investments in participants in their » Advising a London based venture capital firm on the incubator programs and tech accelerators located in establishment of a Jersey fund and its related friends and jurisdictions worldwide. family fund, the investment objective of which is to make venture capital investments in early stage companies in the » Advising in relation to regulatory applications in respect of a technology sector primarily in Europe, with investments in fund established to pursue minority private equity investments digital assets (including cryptocurrencies and other tokens, in companies within the technology, technology-enabled, and distributed ledger or similar technologies) being considered on related growth industries globally. an opportunistic basis. Blockchain and Digital Assets

Walkers has particular expertise in advising businesses specialising in blockchain, digital assets, alternative model finance and a wide

[3] Global Fintech Team Americas

Oliver Bell Lucy Frew Melissa Lim Partner Partner Partner British Virgin Islands Cayman Islands Cayman Islands T. +1 345 814 6856 T. +1 345 814 4676 T. +1 345 814 4512 M. +1 345 936 4856 M. +1 345 939 4676 M. +1 345 525 4512 E. [email protected] E. [email protected] E. [email protected]

Natalie Neto Patrick Ormond Partner Partner Bermuda British Virgin Islands T. +1 441 242 1533 T. +1 284 852 2260 M. +1 441 525 1533 M. +1 284 542 2260 E. [email protected] E. [email protected]

Asia and the Middle East

James Gaden Amelia Hall James Twigg Partner Partner Partner Hong Kong Hong Kong Singapore T. +852 2596 3433 T. +852 2596 3359 T. +65 6603 1699 M. +852 9316 8070 M. +852 6138 9306 M. +65 8511 8868 E. [email protected] E. [email protected] E. [email protected]

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James Webb Daniel Wood Partner Managing Partner Hong Kong Dubai T. +852 2596 3390 T. +971 4 363 7912 M. +852 6973 3340 M. +971 50 652 5633 E. [email protected] [email protected]

Europe

Fraser Hern Jonathan Heaney Kate Storey Group Partner Managing Partner Partner Jersey Jersey Guernsey T. +44 (0) 1534 700 780 T. +44 (0)1534 700 786 T. +44 (0) 1481 748 924 M. +44 (0) 7797 966 444 M. +44 (0)7700 310786 M. +44 (0) 7781 174 829 E. [email protected] E. [email protected] E. [email protected]

Stephen Ozanne Christopher Reed Eoin O'Connor Senior Counsel Senior Counsel Partner Guernsey Jersey Ireland T. +44 (0)1 481 748 913 T. +44 (0) 1534 700 825 T. +353 1 470 6664 M. +44 (0) 7781 137 251 M. 07797 866 283 M. +353 86 012 4089 E. [email protected] E. [email protected] E. [email protected]

Hughie Wong Partner London T. +44 (0)20 7220 4982 M. +44 (0)7827 368432 E. [email protected]

[5] Walkers Global Services Overview

Walkers is a leading international law firm. We provide legal, Laws Practised corporate, compliance and fiduciary services to global corporations, financial institutions, capital markets participants Bermuda Law*, British Virgin Islands Law, Cayman Islands Law, and investment fund managers. Walkers comprises highly Irish Law, Guernsey and Jersey (Channel Islands) Law. qualified and experienced lawyers, many with international experience in major global law firms, who are held in high regard by clients for their ability to deliver innovative legal advice. Core Practice Areas

Walkers is consistently ranked in the top tier of the leading global Corporate, Finance, Investment Funds, Private Equity, Insolvency legal directories. Recognised for being a ‘dynamic team that is & Dispute Resolution, Regulatory & Risk Advisory and Private very user friendly’, a regular comment by clients is that Walkers Capital & Trusts. is the “go-to” firm for offshore legal advice. Our Global Locations Walkers is a member of the independent law firm network Lex Mundi and one of the founding members of the International With over 800 staff, including over 400 fee earners, across ten Financial Centres Forum (IFC Forum). offices*, covering six time zones, Walkers is well-positioned to provide time zone friendly service to its clients.

[6]

Global Legal and Professional Services

Backsheet

www.walkersglobal.com Global Legal and Professional Services

*Walkers works in exclusive association with Kevin Taylor, trading as 'Walkers Bermuda', a full service commercial[7] law firm providing advice on all aspects of Bermuda law. The title of 'partner' is used to refer to a consultant or employee of Walkers Bermuda with equivalent standing and qualifications to a partner of Walkers.