ANNUAL 2013 REPORT

Beijing Office Chengdu Office London Office 36-37/F, SK Tower, 6A Jianguomenwai Avenue, Beijing 6/F, East Building, La Defense No. 1480, North Tianfu 10-11 Austin Friars 100022, People's Republic of China Avenue, Chengdu High-tech Zone 610042, P.R.China London, EC2N 2HG Tel : 86-10-5957-2288 Tel : 86-28-6208-8000 Tel : 44-(0) 20-7382-1567 Fax : 86-10-6568-1022/1838 Fax : 86-28-6208-8111 Fax : 44-(0) 20-7382-1568

Shanghai Office Wuhan Office New York Office Level 10 & 11, Two IFC, NO. 8 Century Avenue, Pudong 17F, New World international Trade Tower, 568 340 Madison Avenue, 19th Floor New Area, Shanghai 200120, PRC Jianshe Da Dao, Wuhan 430022, P.R.China New York, New York 10173 Tel : 86-21-6061-3666 Tel : 86-27-8555-7988 Tel : (212)-220-9399 Fax : 86-21-6061-3555 Fax : 86-27-8555-7588 Fax : (212)-202-3758

Shenzhen Office Hong Kong Office 10/F, Tower A, Rongchao Tower, 6003 Yitian Road, 409 Jardine House, 1 Connaught Place, Central, Futian District, Shenzhen, 518026, CHINA Hong Kong

Tel : 86-755-3325-6666 Tel : 852-2877-3088 Fax : 86-755-3320-6888/755-3320-6889 Fax : 852-2525-1099

Guangzhou Office Tokyo Office 23/F, R&F Center, 10#Huaxia Road, TianHe District, 6F Kioicho Building, 3-12 Kioicho, Chiyoda-ku, Guangzhou 510623 Tokyo 102-0094, Japan

Tel : 86-20-2826-1688 Tel : 81-3-3288-8791 Fax : 86-20-2826-1666 Fax : 81-3-3288-8795 Beijing·Shanghai·Shenzhen·Guangzhou·Chengdu·Wuhan·Hong Kong·Tokyo·London·New York

本所为特殊的普通合伙制事务所 LLP Contents

Message from the Managing Partner 1

About Zhong Lun 3

Awards and Honors 4

News of the Year 6

Activities of the Year 8

Social Responsibility 10

Real Estate 12 Overseas Investments 32

Capital Markets/Securities 15 Labor & Employment 33

Private Equity & Investment Funds 17 Tax & Wealth Management 34

Corporate/Foreign Direct Investment 19 Securitization & Financial Products 35

Mergers and Acquisitions 20 Bankruptcy & Reorganization 37

Banking and Finance 22 Hospitality 38

Dispute Resolution 24 Technology, Media, Telecoms and Entertainment 39

Intellectual Property 25 Regulatory Compliance/Anti-bribery 40

Construction & Infrastructure 28 Environmental, Energy and Natural Resources 41

Antitrust/Competition 30 Shipping 42

WTO/International Trade 31 Message from the Managing Partner

Dear clients, friends and colleagues,

I am delighted to present you with our 2013 Annual Report.

2013 was a red-letter year in the history of Zhong Lun, for it marked the 20th anniversary of this fast growing law firm. Looking back over the past 20 years, we are proud of the significant progress we have made in enhancing our service offerings and growing our international client base. We believe this progress stands as a clear testament to your long-term cooperation, dedication, understanding and commitment to the firm, for which, please allow me to take this opportunity, on behalf of the firm, to extend our sincerest gratitude to each and every one of you.

In spite of a slow recovery in the world economy during 2013, Zhong Lun maintained its steady growth momentum and shouldered more social responsibility. 2013 also saw further progress in the firm’s expansion of its global presence with the opening of the New York Office. This presents us with more opportunities to serve our clients in a more diversified way and marks a new step in the firm’s development.

As we hail our inspired accomplishments of the past 20 years, it is also important for each one of us to think about one question – “What shall we do in the next 20 years?” To maintain our leading position in the Chinese law profession and fulfill our strategy of developing into a large-scale, professional, specialized and forward- looking law firm, we need to embrace development trends and keep pace with the times. There is a lot of work ahead. We will continue our commitment to enhancing risk control in the legal profession, refining the division of our legal services based on specialization, strengthening collaboration among different divisions and offices, infusing fresh blood into the management structure, building a fairer and more workable and standardized institutional system, and ensuring a balanced development of divisions and work teams. We are also working on a plan to ally with other leading law firms in a bid to better integrate resources and create conditions for cooperation and sharing among lawyers.

When we glance back over the past 20 years, we feel grateful for the opportunities brought by the times and society, the unwavering support extended by our friends from all walks of life, and the expertise and dedication given by our Zhong Lun people. With the new year unfolding before us, we look forward to continuing working with you to further enhance our commitment to creating a legal system that is more open, fairer, more sharing and harmonious.

Wu Peng, Managing Partner Zhong Lun Law Firm February 2014

www.zhonglun.com 1 Zhong Lun Law Firm Annual Report 2013

A leading full service law firm in China

Founded in 1993, Zhong Lun is one of the largest law firms providing a complete spectrum of legal services in China. Zhong Lun, with over 160 partners and almost 700 professionals working in ten offices in Beijing, Shanghai, Shenzhen, Guangzhou, Wuhan, Chengdu, Tokyo, Hong Kong, London and New York, is capable of providing our clients with high-quality legal services across a wide range of fields by virtue of appropriate specialization and close teamwork.

2 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 About Zhong Lun

About Zhong Lun

Real Estate Overseas Investments

Capital Markets/Securities Labor & Employment

Private Equity & Investment Funds Tax & Wealth Management

Corporate/Foreign Direct Investment Securitization & Financial Products

Mergers and Acquisitions Bankruptcy & Reorganization

Banking and Finance Hospitality

Dispute Resolution Technology, Media, Telecoms and Entertainment

Intellectual Property Regulatory/Anti-bribery

Construction & Infrastructure Environmental, Energy and Natural Resources

Antitrust/Competition Shipping

WTO/International Trade

www.zhonglun.com 3 Zhong Lun Law Firm Annual Report 2013

Awards and Honors

Chambers Asia Rankings of PRC Law Firms

The PRC law firm with the most recommended bands by Chambers Asia in two consecutive years

Most Recommended Band One Law Firm Number of Band One Practice Areas

Most Recommended Outstanding Lawyers Number of Outstanding Lawyers 14 2013 12 46 2012 2013 43 2012

Most Recommended Practice Areas Number of Ranked Practice Areas

2013 23 18 2012

4 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Awards and Honors

Band One Law Firm for Capital Markets, Investment Funds, Mergers and Acquisitions and Private Equity IFLR 1000

Band One Law Firm for Banking and Finance, Capital Markets, Mergers and Acquisitions, Dispute Resolution Legal 500

PRC Real Estate Law Firm of the Year Chambers and Partners

Real Estate Law Firm of the Year Asian Legal Business

Project Finance Deal of the Year Asian Legal Business

Band One PRC Private Equity Law Firm Asian Legal Business

China Top 20 Largest Law Firms, Asia Top 50 Largest Law Firms Asian Legal Business

Employer of Choice Award Asian Legal Business

Leading PRC IPO Market Legal Advisor (Cross-border) China Venture

Top 5 VC & PE Investment PRC Legal Advisor China Venture

Leading Domestic M&A Market Legal Advisor Zero2IPO

PE Investment Legal Advisor of the Year Chinese Venture

Leading PRC Corporate M&A Law Firm Asian-Mena Counsel

Leading PRC Dispute Resolution Law Firm Asian-Mena Counsel

Leading PRC Real Estate and Construction Project Law Firm Asian-Mena Counsel

The Most Responsive Domestic Law Firm in China. Asian-Mena Counsel

Leading PRC Hospitality Law Firm 2013 Corporate Intl Magazine Legal Award

Domestic Firm of the Year Real Estate & Construction China Law & Practice

PRC Team of the Year – Capital Markets China Law & Practice

Private Equity Deal of the Year China Law & Practice

M&A Law Firm of the Year 21st Century Business Herald

Silver Award for The Law Firm of the Year International Legal Alliance Summit

Rated Number 2 Law Firm of the Year (China Region) Nihon Keizai Shimbun

China’s 10 Most-Recommended Engineering Law Firms U.S. Magazine Engineering News-Record and China-based Construction Times

The Most Cooperative Law Firm (Legal Counsel) PE Association of Shanghai

The Best Legal Services Agency for PE & VC China Venture Capital & Private Equity Association

www.zhonglun.com 5 Zhong Lun Law Firm Annual Report 2013

News of the Year

Zhang Xuebing Elected as Standing Committee Member of the 14th Beijing Municipal People’s Congress

Zhong Lun founding partner Zhang Xuebing was elected as a member of the Standing Committee of the 14th Beijing Municipal People’s Congress at the first session of the Congress. The session was closed on January 28, 2013.

Zhong Lun Opened New York Office

On April 23, 2013, Zhong Lun opened its New York Office in the heart of Midtown Manhattan. The office is led by two senior partners Philip Zhang and TK Chang who cumulatively have over 50 years of private practice experience in leading international law firms. The New York Office is also supported by over 40 Zhong Lun partners who hold US legal qualifications and who are located throughout our offices worldwide. Together, they are able to provide our clients with seamless round-the-clock legal support.

Zhong Lun Celebrated 20th Anniversary

6 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 News of the Year

On May 17, 2013, Zhong Lun celebrated its 20th anniversary in Beijing with over 600 participants, including senior officials, experts and leading figures from the judicial sector in China, high-end clients in various industries, and partners from Zhong Lun’s ten offices. During the celebrations, Zhong Lun announced the release of its 5-volume “Zhong Lun Collected Works”.

Zhong Lun Held its 2013 Second Partners’ Meeting

Over 140 partners from Zhong Lun’s ten offices around the world gathered in Beijing from September 6 to 8, 2013 to attend the second partners’ meeting of the firm in 2013. The meeting saw the election of a new seven-member Management Committee headed by Wu Peng and comprising Zhang Xuebing, Qiao Wenjun, Zhao Jing, Lai Jihong, Zhang Decai and Lu Hongda and a new nine-member Performance Appraisal Committee headed by Zhang Xuebing and comprising Zhu Maoyuan, Hu Ronghui, Liu Yuming, Wang Lihua, Qian Boming, Chen Limin, Kong Wei and Yang Wantao.

New Partners Joined Zhong Lun

In 2013, Zhong Lun’s partner base was further expanded with 17 new partners, include 6 promoted internally and 11 laterally hired, all of whom are influential in their respective practice areas.

www.zhonglun.com 7 Zhong Lun Law Firm Annual Report 2013

Activities of the Year

President of the Law Society of Singapore Visited Zhong Lun

On March 4, 2013, Mr. Lok Vi Ming, president of the Law Society of Singapore and senior partner of Rodyk & Davidson LLP, accompanied by Prof. Ge Huangbin, head of the China Desk (Business Development), International Arbitration at Rodyk & Davidson LLP and former director of the China Desk at Singapore International Arbitration Centre, visited Zhong Lun and gave a lecture entitled “Singapore Arbitration Costs and Overview”. This event was attended by many Zhong Lun lawyers.

Cross-border Investment Policy and Law Consultation Meeting Held in Hubei

On April 12, 2013 at Wuhan Shangri-La Hotel and Resort, Zhong Lun and the Department of Commerce of Hubei Province jointly hosted a consultation meeting on policies and laws concerning cross-border investment in Hubei Province. Over 360 people attended the meeting. They included senior officials from the Hubei Provincial People’s Government, delegates from the authorities in charge of investment promotion and commercial affairs in key state- level development zones and major cities in Hubei, representatives from multinational companies, large central and state-owned enterprises, foreign consulates and local enterprises, as well as partners from Zhong Lun’s global offices.

Labor Law and Practice Seminar

On May 30, 2013, Zhong Lun and Thomson Reuters jointly held a seminar in Beijing on current hotspot issues in labor law and practice. Participants included human resource executives and legal professionals from well- known international companies, large corporations and well known investment institutions. Zhong Lun has long been committed to promoting China’s legal profession and providing the best legal services to both domestic and multinational corporations.

Anti-monopoly/Competition Law Seminar

On July 11, 2013, Zhong Lun and Thomson Reuters jointly hosted a seminar on the latest developments and hotspot issues in anti-monopoly/competition law. Legal professionals from multinational companies, large corporations and well known investment institutions attended the seminar in Beijing.

Seminar on Offshore Listing

On July 31, 2013, a seminar on offshore listing of Chinese enterprises was hosted by Zhong Lun and co-sponsored by CEBEX Group at the Grand Hyatt Beijing. Nearly 80 senior executives from renowned investment banks, PE funds, and enterprises planning to IPO, attended the seminar. The managing director of the Investment Banking Department of China International Capital Co. Ltd., delegates from the Beijing Representative Office of HKEx and certain Zhong Lun partners delivered brilliant speeches at the seminar.

8 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Activities of the Year

Seminar on the Opportunities and Challenges of Investing in Canada

On September 26, 2013, Zhong Lun and Heenan Blaikie LLP, a Canadian law firm, co-hosted a seminar on the opportunities and challenges facing Chinese corporations investing in Canada. More than 40 senior executives from famous investment banks, trust companies and clients from various industries attended the seminar. The Right Honourable Jean Chrétien, former Prime Minister of Canada and counsel of Heenan Blaikie LLP, gave a marvelous speech from the perspective of Canadian politics, economics and international development trends.

Seminar on Corporate Dispute Resolution

On October 17, 2013, Zhong Lun and Thomson Reuters jointly held a seminar in Shanghai on hot topics in respect of corporate dispute resolution. Approximately 100 in-house counsels from famous multinational companies, large corporations and joint ventures attended the seminar.

Seminar on PE Funds

On October 31, 2013, Zhong Lun hosted a seminar on “M&A Exit Routes for PE Funds” at the Grand Hyatt Shanghai Hotel. Over 70 senior executives from well-known investment banks, PE companies and funds attended the seminar.

Seminar on Revolving Purchase Structures and Off-balance Sheet Capital in Securitizations

On November 19, 2013, Zhong Lun and Clifford Chance LLP jointly held a closed-door seminar on revolving securitization structure and capital relief at the headquarters of Zhong Lun in Beijing. The seminar attracted more than 100 professionals from over 30 financial institutions, including foreign and domestic banks, securities companies, trust companies and financial leasing companies, as well as accounting firms, rating firms, and the Research Center of China Securities Regulatory Commission.

www.zhonglun.com 9 Zhong Lun Law Firm Annual Report 2013

Social Responsibility

As a large full-service law firm, we are committed to social responsibility. Zhong Lun cherishes every type of support provided by society and seeks every chance to give back to society. With a view to devoting more to pro bono work and charitable giving, the firm set up the “Zhong Lun Charity Fund” (the “Fund”) managed by a council consisting of 11 partners. Since its founding in 2010, the Fund has consistently received donations from Zhong Lun’s partners and employees. The Beijing headquarters and other Zhong Lun offices have also carried out many pro bono and charitable activities. Through the platform of the Fund, Zhong Lun people enthusiastically demonstrate their commitment to social responsibility. Zhong Lun is giving other law firms in China an excellent example of what we can all do in the field of pro bono work and charitable giving.

The Fund contributes nearly RMB2 million to various pro bono and charitable projects every year. The following are some of the activities or long running projects approved by the Fund’s council based on full discussions and well-informed deliberations and in which the Zhong Lun people have been generously devoting their time, money and effort.

10 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Social Responsibility

Pro Bono Lawyers – Torchbearers for Pro Bono and Charitable Causes, a pro bono lawyer training program of Zhong Lun to fund voluntary lawyers who hope to join pro bono legal services organizations to provide free legal services for socially disadvantaged people

Donation to BN Vocational School, the first tuition-free and non-profit charitable vocational school in China, giving lectures to students and providing legal consultancy support

Light for the Blind, a project sponsored by Zhong Lun Charity Fund to help cataract patients regain eyesight. To date, dozens of patients have benefitted from the project and have returned to their normal lives

Building the Chinese Dream Together, a program launched by the Chengdu Office to offer targeted legal aid to the Yuexi County of Sichuan Province in building its legal system

Donation to earthquake victims in Lushan County of Ya’an City in Sichuan Province

Donation of school desks and chairs to Qulang Dodo Primary School in Yushu County, Qinghai Province

Act Now, a social entrepreneur project contest among law school students sponsored by Zhong Lun and Thomson Reuters

Old Glasses, New Vision, an activity to collect and refurbish used glasses for people in need

Learning English is Fun, a summer program for children at Zhong Lun Hope Primary School

Happy Growth Reading Club, a program co-sponsored by Zhong Lun to help children of migrant workers learn more knowledge

A member of SEE Foundation

“Zhonglun Student Aid” was distributed around various universities of law

The director of the Zhong Lun Charity Fund was invited to the national colleges and universities legal aid summit where we won the law firm of the year

www.zhonglun.com 11 Zhong Lun Law Firm Annual Report 2013

Real Estate

Land Investment and Development

Advising LaSalle on the Songjiang Weilun Logistics Park Project

Advising on a real estate development project named Ping An Hefei Jiayuan Binhu City

Advising Kaiyuan Capital on its Xi’an CCBD Project (Phase II), which covers an area of 1.76 square kilometers

Advising Fujian Putian Future City Investment Co., Ltd. on its Putian Future City Project, which covers an area of 13.2 square kilometers

Advising Ping An Asset Management Co., Ltd. on its investment in an old town renovation project undertaken by Shanghai Chengtou Holding Co., Ltd. in Zhabei District, Shanghai

Advising Ping An Asset Management Co., Ltd. on its investment in an old town renovation project undertaken by Shanghai Jiushi Corporation in Hongkou District, Shanghai

Providing full legal services to Shenzhen International Logistics Development Limited for its investment in 500 mu of land in Shenyang and 400 mu of land in Tianjin for logistics use

Advising Microsoft Asia-Pacific Research and Development Group – Suzhou Research Centre on its lease of a temporary office building and construction of a purpose built building

Advising Ping An Group on its investment in a project in the Hangzhou CBD

Advising on the joint investment by Ping An Group and Yunnan Baiyao Holdings Co., Ltd. in an international hot spring health preservation project in Xishuangbanna, Yunnan

Advising Hines China on its HOPSCAs/complexes in Jingan District of Shanghai

Advising NEY International Group on its development, construction and operation of an elderly care project in Huacao Town, Shanghai

Advising Ping An Property Co., Ltd. on its development, construction and operation of a comprehensive elderly care project in Wenzhou

Advising Niverse Holdings Co., Ltd. on its development, construction and operation of an elderly care project in Zhujiajiao Town, Shanghai

Real Estate M&A and Financing

Advising Bank of Zhongyin Investment Property Management Co., Ltd. on the acquisition of Beijing IBM Research and Development Center and Tower 4 of Silicon Valley Liang City (Gross Floor Area is 31,000 square meters)

Advising CITIC Real Estate (Hong Kong) Development Limited on the acquisition of the Guangzhou Huadu Freeman Project, with an area of around 615,000 square meters

Advising Carlyle Group, a U.S. PE fund, and Townsend Group, a U.S. investment management service provider, on their USD400 million acquisition of storage and logistics warehouses from the Shanghai Yupei Group

Advising Hong Kong Nan Fung Group on the development of its Foshan Xincheng Project and matters relating to domestic and overseas financing

Advising Hutchison Whampoa Property on its sale of office and commercial property at Shenzhen Shijihui Plaza

Providing PRC law advice to Shanghai e-Shang Warehousing Services Co., Ltd., a subsidiary of Warburg Pincus, on a fixed-term loan provided by Goldman Sachs

12 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Providing comprehensive legal services to Shanghai Jin Peng Realty Co., Ltd. regarding a syndicated loan provided by foreign banks for the development of a Shanghai-based commercial and residential real estate project

Providing comprehensive legal services to Jones Lang LaSalle regarding a loan from foreign banks for a high- end commercial complex comprising office towers and shopping malls developed by its real estate fund

Advising JP Morgan and F & T Group on their sale of Nanjing Shimao Tower

Advising on the refinancing for Dalian-based Fengjingshan Project previously financed by Standard Chartered Bank

Advising on the refinancing for Beijing Frasers Residence Project owned by JP Morgan

Advising Ping An Trust Co., Ltd. on its investment in real estate projects in Shanghai, Suzhou, Hangzhou, Kunming etc.

Advising Vantone on its acquisition of two plots with a total gross floor area of around 52,000 square meters in an industrial park located in the Pudong New Area of Shanghai

Advising CDH PE IV on its project investment in Shenyang and Kunming

Advising CITIC PE on its project investment in Beijing and Kunming

Providing China Resources SZITIC Trust Co., Ltd. with a full range of legal services concerning trust, fund and equity for its equity investment in the Vanke Hongqiao project

Advising China Resources SZITIC Trust Co., Ltd. on its equity investment in a project of China Resources Land Limited (Jiangsu) in Kunshan

Advising Ping An Asset Management Co., Ltd. on its investment in a real estate project of Evergrande Group in Changde

Advising Carlyle Group on its acquisition of Shanghai Zhongqu Plaza

Advising Carlyle Group on its acquisition of Shanghai Changxing Tower

Advising Morgan Stanley on its investment in Shanghai Zhanxiang Tower

Advising Great Aim Group on its investment in Zhuhai Xingwan Jiuzhou Port Project

Advising China Life on its investment in Shanghai Corporate Avenue developed by Shui On Group

Advising Van Shung Chong Holdings Ltd. on its acquisition of Shanghai China Travel Tower owned by China Travel Services Group

Advising Grosvenor Group on its acquisition of several properties in Beijing and Shanghai

Advising ZhongRong International Trust Co., Ltd. Group on its founding of Sino-U.S. Property Equity Investment Collective Trust Plan and subsequent real estate investments

Advising ZhongRong International Trust Co., Ltd. on its founding of Rongxin Xiangcheng Collective Trust Plan and subsequent real estate investments

Advising ZhongRong International Trust Co., Ltd. on its founding of Rongxin Xingdu Wuxi Project Collective Trust Plan and subsequent real estate investments

Advising Suncorps Capital on its provision of a loan to Chongqing BaiChun Industrial Co., Ltd.

www.zhonglun.com 13 Zhong Lun Law Firm Annual Report 2013

Real Estate

Real Estate M&A and Financing

Advising ZhongRong International Trust Co., Ltd. on its founding of Dalian Xiangzhou Road Trust Plan and subsequent real estate investments

Advising ZhongRong International Trust Co., Ltd. on its founding of Beijing ONE Trust Plan and subsequent real estate investments

Advising Zhaoyang Xinbang Capital on its financing for the Dachuan project in Guiyang

Advising Zhaoyang Xinbang Capital on its provision of entrusted loans to Wanfangyuan and Yilin Yiwu

Advising Xuhui Zhaoyang Capital on its provision of loans in respect of the Beijing Dongba Lijinfu Project

Advising ATAbax investment and Vanfund Real Estate Co., Ltd. on their founding of an investment fund relating to real estate projects

Advising China Resources SZITIC Trust Co., Ltd on CR Trust Beijing Wangfujing Commercial Investment Collective Trust Plan

Representing Sincere Holding (Group) Co., Ltd. in relation to the Rubber Valley Phase II Renovation Project in Qingdao

Representing Sincere Holding (Group) Co., Ltd. in its participation in the investment and development of a project in Chazishan, Changsha

Representing a subsidiary of Harvest Capital in establishing a fund to invest in Wonderland Mansion Project

Representing New Century Fund in its cooperation with a third party in a commerce real estate project

Advising New Century Fund on its drafting of a cooperation agreement for Xi’an Happy World Amusement Park

Advising Harvest Real Estate Investment (HK) Co., Ltd. on its financing for a real estate company

Advising Baihao Property Co., Ltd. on its sale of Damei Center

Advising Goldin Properties Holdings Ltd. on its sale of Fortune Heights residential project in Tianjin

Advising Hainan Lingshui Palm Springs Property Holding on its sale of a project in Lingshui, Hainan

Representing Tesco PLC in a dispute over a purchase contract for its Yaojiayuan project in Beijing

Advising China Investment Development Limited Liability Company on the sale of commercial premises in Miyun, Beiqijia, TBD, Tangshan and Tianjin

Advising Beijing Fu Wah International Group on its sale of Chang’an Canal High-end Club

Advising Chinasmart Logistic Network Management Company on its purpose built construction and leasing warehouses

Advising on the HKEx listing of Spring REITs

Advising Shenzhen Ping'an Innovation Capital Investment Co., Ltd. on its acquisition of Sichuan Blueray Hejun Industrial Co., Ltd.

Representing Morgan Stanley Real Estate Fund and Gaw Capital in acquisition and operation of Metropolitan Plaza Guangzhou

Representing Top Spring International Holdings Limited in its indirect acquisition of a service department located in Shanghai

14 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Capital Markets/Securities

Domestic Securities Market

Providing Emeishan Travel Co., Ltd. (stock code: 000888.SZ) with full legal services for its non-public offering

Advising Chongqing Lummy Pharmaceutical Co., Ltd. (stock code: 300006.SZ) on its acquisition of assets in cash and by stock issuance and on fundraising for the transaction

Acting as legal counsel for Sichuan Jiuzhou Electronic Co., Ltd. (stock code: 000801.SZ) in its public issuance of a corporate bond

Acting as legal counsel for Huatai Securities Co., Ltd. in its public issuance of a RMB10 billion corporate bond

Acting as legal counsel for China Resources Pharmaceutical Holdings Ltd. in its issuance of a mid-term note on the national interbank bond market

Acting as legal counsel for New Hope Liuhe Co., Ltd in its issuance of a short-term financing bond

Acting as legal counsel for New Hope Group Co., Ltd. in its registration of a 2013 short-term financing bond (phase 1) with China National Association of Financial Market Institutional Investors and in its lump-sum issuance of the bond

Acting as legal counsel for Maanshan Iron & Steel Company Ltd. in its issuance of a short-term financing bond on the national interbank bond market

Acting as legal counsel for Humanwell Healthcare (Group) Co., Ltd. (stock code: 600079.SH) in its issuance of a short-term financing bond on the national interbank bond market

Acting as legal counsel for Wolong Electric Group Co., Ltd. (stock code: 600580.SH) in its issuance of a short- term financing bond on the national interbank bond market

Acting as legal counsel for Shanghai Haixi Industrial Communications Ltd. in its issuance of an SME private placement bond on Shenzhen Stock Exchange

Acting as legal counsel for Legend Holdings Limited in its registration of 2013 non-public targeted debt financing instrument (phase 1) with China National Association of Financial Market Institutional Investors

Acting as legal counsel for Shenzhen Laibao Hi-tech Co., Ltd. in its non-public issuance of stocks

Advising Xiangyang Construction Investment and Operation Co., Ltd. on its issuance of corporate bonds for the year 2013

Advising Chongqing Lummy Pharmaceutical Co., Ltd. (stock code: 300006.SZ) on its issuance of 2013 short- term financing bonds Tranche I

Advising Beijing Blue Sky Red Environmental Protect Technology Co., Ltd. (stock code: 430263) on its application for listing, public transfer and private placement on the National Equities Exchange and Quotations, the first transaction of its kind in China

Advising Beijing Blue Sky Red Environmental Protect Technology Co., Ltd. (stock code: 430263) on its issuance of 2013 SME private placement bonds

Advising Shenzhen ZQGAME Inc. (stock code: 300052.SZ) on its acquisition of 51% equity interest in each of Shanghai More Fun Company and Shenzhen Small Technology Co. Ltd.

Advising Shenzhen ZQGAME Inc. (stock code: 300052.SZ) on its non-public corporate bonds

www.zhonglun.com 15 Zhong Lun Law Firm Annual Report 2013

Capital Markets/Securities

Overseas Securities Market

Advising Greenland Holding Group Company Limited on its overseas subsidiary’s HKD2.996 billion reverse merger takeover of SPG Land (Holdings) Limited, the shell company in the transaction and a Hong Kong listed company currently named Greenland Hong Kong Holdings Limited (stock code: 0337.HK)

Advising Fuguiniao Co., Ltd. on its H Share listing on HKEx Main Board

Advising China Creative Home Group Limited on its listing on HKEx Main Board

Advising Frasers Centrepoint Limited (stock code: TQ5) on its listing on the Mainboard of Singapore Stock Exchange

Advising China Ludao Technology Company Limited (stock code: 2023.HK) on its HKEx Main Board listing via placing and public offering

Advising ZMFY Automobile Glass Services Limited on its listing on HKEx Growth Enterprise Market via placing

Advising on the HKEx Main Board listing of Tonly Electronics Holdings Limited through spin-off of the AV business of TCL Multimedia Technology Holdings Limited (stock code: 01070.HK), a subsidiary of TCL Group, to Tonly Electronics Holdings Limited

Advising Hong Kong Speed Global Holding Limited on its HKEx Main Board listing

Advising Yongsheng Advanced Materials Company Limited on its HKEx Main Board listing

Acting as legal counsel for Greenland Hong Kong Holdings Limited in its issuance, to professional investors only, of a USD700 million bond due to mature in 2016

Acting as legal counsel for the underwriter in China Datang Corporation’s issuance of a RMB2.5 billion 3-year bond in Hong Kong

Acting as the legal counsel Bao-Trans Enterprises Ltd. on its issuance of USD500 million bonds due 2018 in Hong Kong

Advising China Daye Non-Ferrous Metals Mining Limited on its issuance of a USD-settled 5-year convertible bond in Hong Kong

Acting as issuer’s legal counsel in an overseas issuance of debt by the Industrial and Commercial Bank of China, IBT Securities Co., Ltd. and The Royal Bank of Scotland

Acing as legal counsel for China Vanke Co., Ltd. (stock code: SZ000002) in its establishment and issuance, in installments, of mid-term notes in an aggregate principal amount of USD2 billion or equivalent in other currencies through a wholly owned overseas subsidiary of China Vanke Co., Ltd.

Advising China Railway Resources Huitung Limited on its issuance and trading of USD500 million secured notes on HKEx

Advising Yuexiu Real Estate Investment Trust (stock code: 00405.HK) on its establishment of a USD1 billion mid-term note plan and on subsequent issuance of USD350 million notes through Yuexiu REIT MTN Company Limited

Acting as legal counsel for Bestgain Real Estate Limited, a wholly owned overseas subsidiary of China Vanke Co., Ltd., for its issuance of a USD800 million 5-year secured bond in Hong Kong for China Vanke Co., Ltd.

Advising HSBC, Standard Chartered Bank, Citibank and Morgan Stanley on their issuance of USD bonds in Hong Kong

Advising CITICS Securities Co., Ltd on the listing of Zhejiang Huayou Cobalt Co., Ltd.

Advising Gemdale Group Co., Ltd. (stock code 600383.SH) and its overseas affiliates on the injection of their domestic real estate projects into Gemdale Properties and Investments (stock code: 00535.HK).

16 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Private Equity & Investment Funds

Fund Investment and Management

Advising on the strategic investment of L Capital, a PE fund sponsored by LVMH, in Guangdong Marubi Biotechnology Co., Ltd.

Advising Chuanke website on its offshore A round PE financing from Bertelsmann Asia Investments

Advising Shanghai Qiniu Information Technologies Co., Ltd. on a B round preferred share investment made by Qiming Venture Partners and other investors

Advising Fang Fund Partners on its investment in a leading PRC data analyzing company

Advising Shanghai Elsker For Mother & Baby Co., Ltd. on its sale of 100% equity to Johnson & Johnson (China) Investment Ltd.

Advising Xiami website on the sale of its online music business to Alibaba

Advising Gewara website on its domestic and overseas C round PE financing from Shanda Interactive Entertainment Ltd.

Advising Amiba Foundation on the sale of its equity in Mogujie website

Advising Shanghai Inlook Media Advertising Co., Ltd. on its second round financing and subsequent buyback of equity held by the first round investors

Advising Beijing Ti Knight Co., Ltd., a 3D social game service provider, on its A round PE financing

Advising the Chuanke website on its A+ rounds PE financing

Advising Ruisheng on its pre-listing investment in YuanShengTai Dairy Farm Limited, a dairy cattle raising company

Advising Jiantou Investment Co., Ltd. on its strategic investment in Anhui Jianghuai Automobile Group Co., Ltd.

Advising Jiantou Investment Co., Ltd. on its equity investment in Xi’an Sunward Aerospace Material Co., Ltd.

Advising China Galaxy Investment Management Co., Ltd. on its equity investment in Beijing Shuangshunda Information Technology Co., Ltd.

Advising Jingzhao Capital Real Estate Fund on its investment in a real estate project developed by Yunnan Baida Real Estate Development Co., Ltd., a subsidiary of Kunming Sinobright (Group) Co., Ltd. (stock code: 000560.SZ)

Advising ICBC Ruixin Investment Management Co., Ltd. on its investment in Beijing Tsinghua Spreadtrum Investment Management Co., Ltd. with entrusted enterprise annuities and pensions worth RMB2.5 billion through a trust plan founded by China CCB Trust Co., Ltd.

Advising Noah Private Wealth Management on the founding of a real estate fund and investment in a real estate project developed by Chongqing Loncin Real Estate (Group) Co., Ltd. in Chengdu

Advising on the joint founding of a real estate fund by Noah Private Wealth Management and China Vanke Co., Ltd. and investment in several real estate projects of China Vanke Co., Ltd.

Advising Gopher Asset on its founding of a real estate fund and investment in a real estate project of Ronghui (Fujian) Group Co., Ltd.

Advising Wanjia Gongying Asset Management Co., Ltd. on its founding of an asset management plan for a real estate project and investment in a project developed by a real estate development company subordinated to Sichuan Languang Hejun Industrial Co., Ltd.

Advising Wanjia Gongying Asset Management Co., Ltd. on its founding of an asset management plan and investment in a real estate project developed by Jiangsu Ningyi Property Co., Ltd.

Advising Gopher Asset on its founding of a real estate fund and investment in a real estate project developed by Zhejiang Xinguang Building Materials Shopping Mall Co., Ltd.

www.zhonglun.com 17 Zhong Lun Law Firm Annual Report 2013

Private Equity & Investment Funds

Fund Investment and Management

Advising Cura Investment Management (Shanghai) Co., Ltd. on its founding of a real estate fund and investment in a real estate project developed by Jun Fa Real Estate Co., Ltd. in Yunnan Province

Advising Wanjia Gongying Asset Management Co., Ltd. on its founding of an asset management plan and investment in a real estate project of Suzhou Pingjiang Tiandiyuan Property Co., Ltd. and on the income right to the project

Advising Shenzhen Zhaoheng Hydropower Company on its overseas C round PE financing

Advising Ascendant Capital Partners on its convertible note financing for the privatization of China Food Packing Inc., Ltd. and delisting it from the South Korean KOSDAQ market through a takeover bid by a new company established by the original former controlling shareholder of China Foods Packing Co., Ltd.

Fundraising

Advising on the joint founding of Bona Film Investment Fund by Bona Film Group Limited and Noah Private Wealth Management

Advising DFJ Dragon Fund on its founding of a RMB fund

Advising Gopher Assets Management Co., Ltd. on its founding of an “S Fund”

Advising AnaCap Financial Partners LLP, a British PE fund manager, on its founding of a GBP PE fund

Advising the Agricultural Development Bank of China on its investment in a modern seed industry development fund jointly founded by the Ministry of Treasure, the Ministry of Agriculture, Sinochem Group and the Agricultural Development Bank of China

Advising on the establishment of CIB Fund Management Co., Ltd. jointly founded by Industrial Bank Co., Ltd. and China Shipping Investment Co., Ltd.

Advising Fantasia Holdings Group Co., Limited (stock code: 1777.HK), a HKEx listed company, on its establishment of an equity joint venture with a domestic partner and on the joint venture’s founding of the first real estate RMB fund of Fantasia Holdings Group Co., Limited

Advising Shanghai Shenglian Investment Management Co., Ltd. on its founding of a film fund

Advising the Agricultural Development Bank of China on its investment in China Agriculture Industry Development Fund jointly founded by the Ministry of Finance, China Cinda Asset Management Co., Ltd., CITIC Group Corporation and the Agricultural Development Bank of China

Advising on the joint founding of Shanghai Guotouxieli Development Equity Fund Partnerships (Limited Partnership) by State Development & Investment Corporation (SDIC) and Social Insurance Fund

Advising on the founding of Yuanheshunfeng Equity Investment (LP), Suzhou Industrial Zone (Limited Partnership) by China Life Investment Holding Co., Ltd. and other entities

Advising on the founding of Chongqing JiuFu Investment Center (LP) Centre by Chongqing Jiuhui Equity Investment Fund Management Co., Ltd. and other entities

Advising Jingzhao Capital on its founding of a real estate fund

Advising NOAH Private Wealth Management on the establishment of its series of real estate funds

Advising Gopher Asset Management on the establishment of its series of real estate funds

Advising Cura Investment Management on the establishment of its series of real estate funds

Advising Fang Fund Partners on its founding of a VC fund

18 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Corporate/Foreign Direct Investment

Advising Christie's Auctions & Private Sales on its establishment of Christie's Auctions (Shanghai) Co., Ltd. in Shanghai, the first wholly foreign-owned auction house in the PRC

Advising Menarini Group on its establishment of an investment company in Wuhan, whereby Menarini Group became the first foreign-invested company to establish an investment company in Wuhan

Advising on the establishment of an 800 KTPA ethylene project by China Petroleum & Chemical Corporation and SK Global Chemical Co., Ltd. in the Wuhan Chemical and Industrial Zone in Hubei Province

Advising Microsoft Asia-Pacific Research and Development Group on its establishment of the Suzhou Branch of Search Technology Center Asia in the Suzhou Industrial Park

Advising French Decathlon Co., Ltd. on its equity investment in a Sino-Japanese sports products e-commerce enterprise

Advising PrimeVest Group on its establishment of a Sino-funded privately run for-profit education and training institution

Advising CYPA, LLC. on its establishment of a Sino-funded or Sino-foreign cooperative for-profit education and training institution

Providing legal services to Omron for the establishment of a pharmaceutical company

Acting as legal counsel for China Fulin Wind Power Engineering Co., Ltd.

Acting as legal counsel for a mining subsidiary of China Huadian Corporation

Acting as legal counsel for Shanxi Shengtai Energy Investment Co., Ltd.

Acting as legal counsel for a Beijing-based new energy investment enterprise

Acting as legal counsel for Dakun Real Estate Development Co., Ltd. and Guangxin Hotel Shenzhen

Providing legal advice, legal opinions and other legal services to Shanghai Pudong New Area People's Government in respect of legislation for the China (Shanghai) Pilot Free Trade Zone and the building of a trusted government, reviewing administrative regulatory documents, building a government information disclosure system, researching the legal system in the City of London and other legal matters

www.zhonglun.com 19 Zhong Lun Law Firm Annual Report 2013

Mergers and Acquisitions

Domestic Deals

Advising Beijing Bluefocus Communication Group Co., Ltd. (stock code: 300058.SZ) on its acquisition of equity in Tibet Shannan East Bojie Advertisement Co., Ltd. in cash and by issuing 48,867,199 shares.

Advising China Meheco Co., Ltd. on a major asset restructuring project, in which it made a stock-for-stock merger of Henan Topfond Pharmaceutical Co., Ltd. and acquired assets by non-public offering of shares to General Technology Group Pharmaceutical Holdings Co., Ltd. and General Topfond Pharmaceutical Group Co., Ltd., each a subsidiary of China General Technology (Group) Holding Co., Ltd.

Advising China Mengniu Dairy Company Limited (HKEx stock code: 2319) on the combination of its PRC yogurt business with that of Danone Group

Advising Maanshan Iron & Steel Company Ltd. on its asset restructuring by sale of its RMB3.8 billion non- steel main business to Magang (Group) Holding Co., Ltd.

Advising Haier Group on its acquisition of a technology company, a subsidiary of Zhejiang WHWH Industry Co., Ltd. (stock code: 600576.SH)

Advising China CAMC Engineering Co., Ltd. on its subscription of 26,400,000 common shares additionally issued by Beijing Woteer Water Technology Company Limited

Advising Chongqing Lummy Pharmaceutical Co., Ltd. (stock code: 300006.SH) on its acquisition of assets in cash and by stock issuance and on fundraising for the transaction

Advising Suzlon Group on its transfer of 75% equity in Suzlon Energy (Tianjin) Ltd., a subsidiary of Suzlon Group in China

Advising Guangdong Alpha Animation and Culture Co., Ltd. (stock code: 002292.SZ) on its cash acquisition of 100% issued shares in and related business of Infoport Management Limited

Advising Shanghai Shenqi Pharmaceutical Investment Management Co., Ltd. (stock code: 600613.SH) on its major asset restructuring project to acquire the entire equity in Guizhou Shenqi Pharmaceutical Co., Ltd. and Guizhou Baiqiang Pharmaceutical Co. Ltd. by raising funds through non-public offering of shares and on its fundraising for the transaction

Advising Heinz (China) Investment Company Ltd. on its sale of the entire equity in Shanghai Longfeng to Zhengzhou Sanquan Foods Co., Ltd., a company listed on Shenzhen Stock Exchange

Advising Rayner Holding Limited, on its acquisition of Jinlin Tiandi located at Shanghai Xintiandi

Representing Sincere Holding (Group) Co., Ltd. in its acquisition of a project in Xiaoshuijing Village, Kunming, Yunnan

20 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Cross-border Deals

Advising Rockwood Holdings Inc. on its EUR1.5 billion sale of CeramTec ceramic business worldwide

Advising Vertex Venture Holdings Ltd on its USD1.9 billion sale of equity in 91 Wireless Websoft Limited to Baidu, the largest M&A transaction in the history of the Chinese internet industry

Advising China Mengniu Dairy Company Limited (HKEx stock code: 2319) on its HKD12.457 billion acquisition of Yashili International Holdings Ltd. (HKEx stock code: 1230)

Advising Yuexiu Enterprises (Holdings) Limited on its HKD11.644 billion cross-border acquisition of Chong Hing Bank Limited listed in Hong Kong

Advising CITIC Real Estate (Hong Kong) Development Limited on its acquisition of the Guangzhou Huadu Freeman Project, with a land area of around 615,000 square meters

Conducting full due diligence into a PRC subsidiary of a Hong Kong target company, the equity of which was acquired by Halma International Ltd., a subsidiary of Halma PLC, and providing PRC law advice for the transaction

Advising Kingway Brewery Holdings Limited (stock code: 0124.HK) on the sale of RMB5.384 billion of its beer production, distribution and sales business to China Resources Snow Breweries Co., Ltd., a subsidiary controlled by China Resources Enterprise, Limited

Providing Tianqi Lithium Industries Inc. with strategic advice and legal support on PRC law and Australian law matters in respect of its over RMB4 billion acquisition of the 100% equity in Talison Lithium Ltd.

Advising EuroChem, a Russian mineral fertilizer producer, on the sale of its nitrogen fertilizer operations with total annual sales of over EUR 3 billion, to Germany’s K+S Group

Advising Capvis, a European PE fund, on its acquisition from a multinational corporation of a pneumatic devices business with total annual sales of over EUR300 million

Representing PAI Partners, a European PE fund, on its acquisition of a controlling interest in ADB Airfield Solutions, an airport equipment producer, with a transaction value of around EUR200 million

Advising a manufacturer of medicine and nutritional products on the combination of its two factories in the PRC

www.zhonglun.com 21 Zhong Lun Law Firm Annual Report 2013

Banking and Finance

Representing Bank of America Merrill Lynch, CITI Group and HSBC Bank in the USD660 million privatization of Pactera Technology International Ltd. (NASDAQ: PACT).

Representing the borrower of a RMB10 billion syndicated loan provided by China Development Bank, the Guangzhou Changdi Sub-Branch of the Bank of China and Guangzhou Bank for the Guangzhou – Zhongshan – Jiangmen Highway Project

Representing Singapore’s United Overseas Bank and United Overseas Bank (China) Limited in their provision of domestic and overseas financing for the acquisition of East Ocean Center by a real estate fund founded by United Overseas Bank and CLSA Capital Partners

Advising LaSalle Investment Management on a syndicated loan program in Chengdu

Advising on domestic and overseas financing for Ascendas Plaza

Advising Huarong Rongde Asset Management Co., Ltd. on equity and debt financing (i..e, perpetual bond) for a subsidiary of Evergrande Group

Advising The Export-Import Bank of China on an import credit leasing loan to Guoyin (Shanghai) Aircraft Leasing Co., Ltd. for the import of ERJ190 aircraft

Advising The Export-Import Bank of China on a loan to Tianyue (Tianjin) Leasing Co., Ltd. for the import of four A320 aircraft

Advising The Export-Import Bank of China on the provision of export seller's credit and export credit for ships to Jiangsu Rongsheng Heavy Industry Co., Ltd.

Participating in the provision of legal services for a syndicated loan extended by Bank of Communication, Woori Bank, KB Kookmin Bank and Korea Development Bank to Beijing DongfangJinhong Properties Co., Ltd.

Representing Chengdu Tianqi Industry (Group) Co., Ltd. on the debt and equity financing involving the acquisition of Talison Lithium Ltd. (a Canadian listed company), under which China Investment Incorporation provided equity financing while Industrial and Commercial Bank of China, Credit Suisse (act for syndicate) and ADM Capital granted debt financing

Representing DBS Bank (China) Limited, Tianjin Branch in the re-financing loan granted to Tianjin Trophy Real Estate Co., Ltd.

Advising Shanghai Lujiazui International Financial Asset Exchange Co., Ltd. on the P2P related financial innovation business

Representing ASIAN PAC Holdings (Shanghai) Co., Ltd. in a financial project whereby ICBC Private Bank and Shanghai Boling Equity Investment and Fund Management Co., Ltd. invested in a property trust initiated by ASIAN PAC Holdings (Shanghai) Co., Ltd. as principal and Aijian Trust as trustee

22 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Representing the Borrower in the fixed asset loan granted by Shanghai Pudong Development Bank Co., Ltd. Guilin Branch to Yangshuo Banyan Tree Hotel Co., Ltd. for the construction of Yangshuo Banyan Tree resort hotel

Acting as legal counsel for Tianjin Binhai Rural Commercial Bank Corporation in its issuance of a secondary capital bond on the interbank bond market

Acting as legal counsel for China Huarong Asset Management Co., Ltd. in its issuance of a RMB12 billion financial bond

Advising Huatai Zijin Investment Co., Ltd. on bridge financing for the acquisition of Zhejiang Putian Landscape & Architecture Development Co., Ltd. by Inner Mongolia Hotision & Monsod Drought Resistance Greening Co., Ltd.

Representing Cathay United Bank in an offshore financing of US dollar made available to China Oriented Limited (a Hong Kong company) and an onshore financing of RMB made available to Shanghai Zhan Xiang Real Estate Company Limited (a PRC subsidiary of China Oriented Limited)

Representing Morgan Stanley Real Estate Fund and Gaw Capital in an offshore US dollar financing and an onshore RMB financing by UOB for the acquisition and operation of Metropolitan Plaza Guangzhou

Representing Bank of Tokyo-Mitsubishi UFJ (China), Limited. in its cross-border cash pooling business

Representing Deutsche Bank AG in an offshore financing loan of USD325 million made available to Trinseo Materials Operating S.C.A. (a Luxembourg company) and representing Wilmington Trust, National Association for offshore senior secured notes of USD1.325 billion issued by Trinseo Materials Operating S.C.A.

Representing Top Spring International Holdings Limited in an offshore US dollar financing by DBS for its indirect acquisition of a service department located in Shanghai

www.zhonglun.com 23 Zhong Lun Law Firm Annual Report 2013

Dispute Resolution

Representing Hunan Best-World Industrial Co., Ltd. and Changsha Shuili Investment Property Development Co., Ltd. in an equity transfer dispute before Hunan Higher People’s Court, with the claim and counterclaim Representing a U.S. company engaged in design, production and sales of consumer electronic products in a dispute over sales of international goods Representing Beijing Ruibang Yonghe Technology Trade Co., Ltd., the appellant in the first vertical monopoly agreement dispute case in China, before Shanghai Higher People’s Court, which rendered a decision in favor of the appellant by ordering Johnson & Johnson Medical Shanghai Ltd. and Johnson & Johnson Medical China Ltd., the two respondents in the case, to compensate the appellant for economic losses Representing Haeahn Architecture Inc. and Zhengzhou Yutong Group Co., Ltd. in two jurisdiction objection retrial cases before the Supreme People’s Court of the PRC and winning the cases Representing ED & F Man (Hong Kong) Co., Ltd. in the enforcement of No.158 arbitral award rendered by the Sugar Association of London and procuring the compromise of the two parties to the case Representing Guangdong Xinyue Performing Arts Brokerage Co., Ltd. in a dispute with Wal-Mart (Dongguan) Commercial Retail Co., Ltd. over a copyright-related property right Representing Wuhan Guozhong Pharmaceutical Technology Co., Ltd. in a dispute with Hunan Huahong Caixin Venture Capital Investment Co., Ltd. Representing Dujiangyan Fanghua Gardening Co., Ltd. in a purchase contract dispute with Yongxin Company Representing Chengdu Nanxin Economic Development Co., Ltd. in a dispute with Chenghua Guoliang Purchase and Sales Company over a debt transfer contract Representing Hawley & Hazel Chemical Co. (ZS) Ltd. in a trademark infringement case against Shantou Jiajiaxuan and Shenzhen Southwest Company Representing China Yuantong Automobile Trade Co., Ltd. to successfully initiate the retrial proceedings for a series of eight cases as previously tried before the Intermediate People's Court of Wuhan Municipality, Wuhan Qiaokou District People’s Court and Wuhan Jiang’an District People’s Court, by applying to the People’s Procuratorate of Hubei Province and the People’s Procuratorate of Wuhan Municipality for protest against these courts’ judgments Representing the Huixing Sub-Branch of China Construction Bank in a futures contract dispute with a Shenzhen-based futures company Assisting Shenzhen Fortune Capital Co., Ltd., Guangdong China Science & Merchants Capital Management Co., Ltd. and other famous Chinese VC companies in handling an investment contract dispute involving a Shenzhen-based photoelectricity company and suspected illegal fund raising affairs Representing a waste water treatment company in an arbitration case over a franchise agreement dispute with the Bao’an District People’s Government of Shenzhen Municipality Representing the Construction Affairs Bureau of Nanshan District, Shenzhen in an arbitration case over a construction supervision contract dispute with a Shenzhen-based construction supervision company Representing a Shenzhen-based real estate development company in a retrial case over a series of housing purchase contract disputes with the owners of the housing involved Representing Sigma Elevator Co., Ltd. in several employment contract disputes with its employees Representing Changzhou Trina Solar Energy Co., Ltd. in a sales contract dispute and a security agreement dispute before China International Economic and Trade Arbitration Commission Representing Changzhou Trina Solar Energy Co., Ltd. before Shanghai Arbitration Commission in a leasing dispute arising in Malaysia Representing Martec Recycling Corporation in a joint venture contract dispute before Singapore International Arbitration Centre Representing Moët Hennessy Diageo (Shanghai) Co., Ltd. in a purchase contract dispute before China International Economic and Trade Arbitration Commission and the Second Intermediate People’s Court of Shanghai Municipality Representing Sunrise Group Corporation in a goods sales contract dispute before the Intermediate People’s Court of Ningbo Municipality Representing Luxe Brands (Shanghai) Co., Ltd. in a distribution contract dispute Representing Zhuhai Economic Special Zone Guangzhu Power Generation Co., Ltd. in handling the recoupment of the capital investment of its partner company Representing Zhejiang Qiandaohu Funday Aquatic Products Co., Ltd., together with U.S. counsel, in a sales contract dispute before a U.S. court Advising Government of Hong Kong Special Administrative Region for its construction contract dispute resolution in PRC Advising Shanghai CP Guojian Pharmaceutical Co., Ltd. on a partnership dispute in relation to its employee stock ownership platform

24 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Intellectual Property

Advising Tencent Technology (Shenzhen) Co., Ltd. on its acquisition of an audio standard patent portfolio

Advising Tencent Technology (Shenzhen) Co., Ltd. on its declaration of invalidity of a patent registered in China Representing Roxtec AB in an administrative lawsuit regarding the invalidity of a patent Representing Bluestar Adisseo Nanjing Co., Ltd in bringing a patent infringement lawsuit and in requesting the declaration of invalidity of a patent Representing Asahi Machinery Ltd. in responding to a patent infringement claim lodged by Shanghai Yaoke Representing Roxtec CN (Roxtec Sealing System (Shanghai) Co., Ltd.) in a dispute with an inventor over reward and compensation Representing Huntsman Advanced Materials in a patent infringement lawsuit against Shanghai Kehua Bio- engineering Co., Ltd (KHB). Representing Enzymotec in initiating a patent administrative lawsuit Representing Masson Group Company Limited in a patent infringement dispute Representing E Ink Corporation in bringing a patent infringement lawsuit Representing Eli Lilly in a patent infringement lawsuit against Jiangsu Hansoh Pharmaceutical Co., Ltd. Providing legal advice and opinions to Guangzhou Junfeng Medical Equipment Company, Ltd. on patent research and development Representing Shenzhen Emoi Co., Ltd. in initiating a series of patent infringement lawsuits, as well as unfair competition litigation which is a representative type of case in the intellectual property industry Representing Acon Co., Ltd. in initiating a patent infringement lawsuit Representing Foshan Zhongrui Furniture Co., Ltd. in an overseas patent infringement dispute Representing Guangdong Vtron Video Technology Co., Ltd. in initiating a patent infringement lawsuit Representing Microsoft (China) in its appeal to the Supreme Court in relation to certain software copyright infringement matters Representing MelcoHoldings Inc. in software copyright infringement cases against Founder Group Representing RealNetworks Inc. in an arbitration case regarding software licensing Representing Yu Liqing and Ying Tan China Danxia Landscape Film Co., Ltd. in a copyright infringement dispute Representing Yantai Vast Co., Ltd. in bringing a trade secret lawsuit Representing Xiaomi Technology in responding to a claim relating to Xiaomi TV Box’s infringement of the claimant’s right of dissemination via information network Representing MSN in responding to a copyright infringement claim Representing Garden Co., Ltd. in bringing a trademark and unfair competition lawsuit against Zhongshan Jiadun, and initiating the proceedings for judicial recognition of well-known trademark during the case Representing Ubiquiti Networks, Inc in relation to trademark and software copyright infringement allegations brought by a malicious competitor Representing Qiaodan in responding to a claim for infringement of personal name rights Representing Bayer HealthCare in a lawsuit regarding infringement of personal name rights Representing C’est bon food & beverage (Shenzhen) Co., Ltd. in initiating a lawsuit against Nongfu Spring Co., Ltd. for infringement of reputation rights Representing PrimeVest Group in disputes with the American Institute of Certified Public Accountants and the National Association of State Boards of Accountancy over trademark and unfair competition issues

www.zhonglun.com 25 Zhong Lun Law Firm Annual Report 2013

Intellectual Property

Representing Nike Sports Products Co., Ltd. in a dispute over irregular stock clearance by a famous shopping mall in downtown Shanghai

Representing Shanghai Wind Information Co., Ltd. in a commercial defamation lawsuit brought against it by Zhejiang Hithink Flush Information Network Co., Ltd.

Representing New Hope Group in a trademark infringement and domain name-related unfair competition case

Representing Qihoo 360 Technology Co., Ltd. in a number of disputes with its competitors over unfair competition

Representing Qunar (Beijing) Co., Ltd. in initiating a domain name unfair competition lawsuit against Guangzhouquna Information Technology Co., Ltd.

Representing Trendy International Co., Ltd. in initiating an unfair competition lawsuit against Shanghai Missoul

Advising medical devices manufacturer on the parallel import of its core products

Providing legal services to AMAZON on new generic top-level domain names“New gTLD“

Representing Brady Corporation in domain name disputes at the Supreme Court

Advising VNC Bearing, Inc. on a trademark transfer

Advising Shanghai Liulishuo Information Technology Ltd., on trademark registration

Advising Cainiao Network Technology Corporation on trademark registration IP matters

Advising Baby World Language Ltd. on trademark registration

Representing IDEO, LLC. in a case of bad faith registration of its trademark and advising it on trademark registration

Representing Brady Corporation, Sichuan Qinghetang Co., Ltd., Shanghai Yuyuan Tourist Mart and Cherry Motors in their respective lawsuits for confirmation of trademark rights

Representing Chengdu Texing Co., Ltd. in bringing a lawsuit for trademark infringement

Representing ASOS PLC in a dispute with Assos Switzerland over trademark infringement

Representing HzO, Inc. in an equipment licensing dispute with Guangdong Youtong Industry

Advising Radar Pictures, LLC on intellectual property law regarding Sino-U.S. co-production of films

Advising HzO, Inc. on intellectual property law in a cross-border equipment procurement transaction and overall licensing of a production line

Preparing notices on cessation of copyright infringement for HOFFMANN EITLE and Sven Grumbrecht

Advising Sinochem Agro Co., Ltd. with licensing negotiations

26 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Providing full legal services to Suning for its e-commerce business

Advising Shanghai Yi is a Agel Ecommerce Ltd. (yhd.com) on its e-commerce business, and assisting in establishing the first Sino-foreign telecom joint venture in the China (Shanghai) Pilot Free Trade Zone

Advising Tencent on its e-commerce and online game business

Advising SAP on IP protection matters

Advising Hong Kong Jockey Club with advertising its gambling and lottery business and helping effectively avoid possible legal risks

Advising Guangdong Intellectual Property Research and Development Centre on a special topic study, the findings of which will be used in appraising intellectual property service providers in China

Representing PuLiMa ham co., Ltd. in a IP license dispute with Masterkong Corporation

Representing Taishan Fiberglass Inc. in technology import and license with a foreign company

Representing Beijing Aumed Technology Corporation in responding to a US “337” survey brought by Freedom Scientific Corporation

Representing Ningbo Xunqiang Technology Corporation in responding to a US “337” survey brought by Tyco

Representing Beijing Tidebuy Technology Corporation in responding to an intellectual-property infringement suit brought by the Court for the Southern District of New York

Representing Yantai Vast Co., Ltd. in a trade secret retrial case before the Supreme People's Court of the PRC and winning the case

Advising Xiaomi Technology on intellectual property law regarding Xiaomi TV Box

www.zhonglun.com 27 Zhong Lun Law Firm Annual Report 2013

Construction & Infrastructure

Construction Projects

Advising on the “China Zun” project invested in and constructed by CITIC Heye Investment (Beijing) Co., Ltd., a subsidiary wholly owned by CITIC Group. China Zun, with an estimated investment amount of RMB24 billion in total, is designed with seven underground floors and 108 aboveground floors with a total gross floor area of around 437,000 square meters and will be the tallest building in Beijing with a height of 528 meters

Advising GE Health Care on the purpose built development and construction of “GE Healthcare R&D, Trial Production and Operation Science Park” Project in Beijing Economic-Technological Development Area.

Advising Haoningda Meters Company on its purchase of a construction project (in progress)

Advising Hines China on its HOPSCAs/complexes in Jingan District of Shanghai

Advising Banyan Tree Hotel and Resorts on its four hotels and resorts in China

Advising Inter IKEA (China) on its three shopping malls in China

Advising Tishmen Speyer on drawing up sample construction contracts

Advising Value Retail on its Suzhou Village projects in China

Advising Capitaland on its commercial complex in Daxing District of Beijing

Advising Samsung on the whole-process construction of its CBD Z2b plot project in Beijing

Advising BMW Brilliance Automotive on its industrial plants and training base in China

Advising Kraft China on its industrial plants in China

Advising China Investment Corporation on the whole-process construction of its CBD Z8 plot project in Beijing

Advising Taikang Life on the whole-process construction of its CBD Z12 plot project in Beijing

Advising China Investment Development Limited Liability Company Corporation on the whole-process construction of its HOPSCAs/complexes across China

Providing legal service regarding several construction of infrastructure projects for China Eastern Airline Corporation

Advising Lenovo China on its manufacturing base projects in China

Providing Yuanyang Real Estate Group with legal services throughout the entire construction process

Providing the People’s Bank of China with legal services throughout the construction of its Liquidation Centre

Advising Changsha Mexihu Industrial Co., Ltd. on the bidding and bid invitation relating to its development and construction of a grand theatre in Changsha

Advising Zhonghai Sichuan on the bidding and bid invitation and project management relating to its investment and construction of a liquid natural gas project of 400,000 tons per year in Guizhou

Providing long term legal consulting service including construction advice to Cainiao Network and Technology Co., Ltd. on China Smart Logistic Network (CSN) project

Advising Yintai Land Group on drawing up sample construction contracts

Providing Dacheng Fund Management Co., Ltd. with a full range of legal services for the construction of its headquarters office building

28 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Providing Gaodi Real Estate Development Co., Ltd. with a full range of legal services for the construction of its Moxiangjun Project

Advising Dongguan Min Yin Group Ltd. and providing legal services on the International Trade Centre City HOPSCA Project in Dongguan City

Advising AIA Insurance Company and providing legal services on real estate and leasing on the AIA (Nanhai) Finance Centre Project in Foshan City

Advising CITIC Group Co., Ltd. on its bidding for and contract negotiations on the development, building and transfer of metro properties located at Qianhai Depot in association with Shenzhen Metro Co., Ltd.

Advising CITP Advisors (Hong Kong) Limited, an environmental protection industry investment fund under Bank of China (Hong Kong), on its investment in Nobao Group

Serving as the Chinese legal expert witness for China Resources Power Holdings Co., Ltd. in its minority shareholder litigation before the High Court of the Hong Kong Special Administrative Region

Advising Henan Civil Aviation Development and Investment Co., Ltd. on its acquisition of 35% shares of Cargolux Airlines International S.A. and further cooperation of civil aviation business in Henan Province

Advising China Ship Fund on its restructuring

Real Estate Management

Providing legal services in relation to leasing issues for Sun Hung Kai Properties’s Shanghai IFC Mall

Providing legal services regarding leasing issues for Sun Hung Kai Properties’s Shanghai APM Mall

Providing legal services for the sales project of Four Seasons Palace of SOCAM Development

Providing legal services for the Peninsula Hotel Shanghai

Providing legal services for the sales project of Banyantree in Huangshan and Lijiang

Providing legal services for the sales project of Cheung Kong Holdings in Jiading, Shanghai

Providing legal services to Macquarie regarding lease and operations matters in Plaza 353

Providing legal services to Mirae Assets regarding lease and operations matters in Mirae Assets Tower

Providing legal services to Grosvenor regarding lease and operations matters in Parkside Plaza

Providing legal services to Pavilion regarding lease and operations matters in Pavilion Dalian Shopping Centre

Advising Palm Springs Property Holdings Co., Ltd. on its proposed investment regarding Fairmont Hotel and Swiss Hotel

Representing China Investment Corporation in the amendment to and negotiations of a hotel management contract with a famous hotel company

Advising Marriott International Inc. on research regarding the feasibility of relevant management patterns for branded residence

Advising Changsha Meixihu Industry Co., Ltd. in respect of the entrusted management of art libraries and the selection of a management company

Advising CITS on investing in real estate in Sanya

www.zhonglun.com 29 Zhong Lun Law Firm Annual Report 2013

Antitrust/Competition

Representing Beijing Ruibang Yonghe Technology and Trade Co., Ltd., the appellant in the first vertical monopoly agreement dispute case in China

Advising Mitsui & Co., Ltd. on its notification of concentration of undertakings in relation to its acquisition of equity in Severstal

Advising Rikensen on its notification of concentration of undertakings for its establishment of a joint venture in Tangshan

Advising on the notification of concentration of undertakings for the merger between Nippon Steel Corporation and Nippon Steel & Sumikin Bussan Corporation

Advising on the notification of concentration of undertakings for the establishment of a joint venture by Mitsui & Co., Ltd., 7-Eleven (China) Investment Co., Ltd. and New Hope Group

Advising on the notification of concentration of undertakings to the PRC government for the establishment of a U.S. joint venture by Mitsui & Co., Ltd. and Celanese Corporation

Advising on the notification of concentration of undertakings to the PRC government for the establishment of a U.S. joint venture by Mitsui & Co., Ltd. and Idemitsu Kosan Co., Ltd

Advising on the notification of concentration of undertakings for the establishment of a joint venture by Mitsui & Co., Ltd., Otsuka Pharmaceutical Co., Ltd.and India Claris

Advising on the notification of concentration of undertakings for the establishment of a joint venture by Mitsubishi Electric and Hefei Kinghome Electrical Appliance Co., Ltd.

Advising on the notification of concentration of undertakings for the establishment of a joint venture by Harman (China) and Neusoft

Advising on the notification of concentration of undertakings for Archer Daniels Midland’s acquisition of equity in GrainCorp Limited

Advising on the notification of concentration of undertakings for the acquisition of more than 50% equity in Tysan Group by public tender offer by a fund managed by Blackstone Real Estate Advisors L.P., an entity controlled by Blackstone Group

Advising on the notification of concentration of undertakings for the acquisition of equity in New Hope Liuhe Group (Qingdao) Tianrun Foods Co., Ltd. by Marubeni Corporation and Marubeni (Beijing) trade Co., Ltd.

Advising on the notification of concentration of undertakings for the acquisition of equity in Xi’an Lijun Pharmaceutical Co., Ltd. by Sichuan Kelun Pharmaceutical Co., Ltd.

30 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

WTO/International Trade

Representing the Ministry of Commerce in responding to an anti-subsidy investigation initiated by the EU on PV products, leading to a price undertaking settlement

Representing the Ministry of Commerce to participate, as a third party, in a WTO dispute settlement case between Vietnam and the United States over warm-water shrimps

Representing the Ministry of Commerce to participate, as a third party, in a WTO dispute settlement case between Argentina and the U.S. over animal products

Representing the Ministry of Commerce in responding to an anti-subsidy investigation initiated by the EU on PV glass

Representing the Ministry of Commerce in responding to the third anti-subsidy review investigation initiated by the United States on oil country tubular goods (OCTG)

Representing the Ministry of Commerce in responding to an anti-subsidy investigation initiated by the EU on fiberglass

Representing China Iron and Steel Association in responding to the injury aspect of an anti-dumping investigation initiated by the EU on large diameter seamless pipes, causing the EU to terminate the investigation without measure

Representing ABB (China) Limited in responding to an anti-dumping investigation initiated by Australia on transformers, leading to a zero tariff rate in preliminary determination

Representing Jigang Group Co., Ltd. in responding to Australia’s anti-dumping and anti-subsidy investigations into medium plates, leading to a zero tariff rate in both investigations

Representing Wuhan Iron and Steel Company Limited in responding to an anti-dumping sunset review investigation initiated by Indonesia on hot rolled coils, leading to a zero tariff rate

Representing Fangda Carbon New Material Co., Ltd. in responding to the third annual review investigation initiated by the United States on small diameter graphite electrodes, leading to a zero tariff rate

Representing Wuxi Suntech Power Co., Ltd. in responding to the EU’s anti-dumping and anti-subsidy investigations into PV, leading to a price undertaking settlement

Representing Hubei Xinyegang Steel Co., Ltd. in responding to the EU’s anti-dumping investigation into large diameter seamless pipes, causing the EU to terminate the investigation without measure

Representing Tianjin Pipe (Group) Corporation in responding to the EU’s anti-dumping investigation into large diameter seamless pipes, causing the EU to terminate the investigation without measure

Representing Shanxi Taigang Stainless Steel Co., Ltd., currently the world’s largest stainless steel producer, in responding to an anti-dumping investigation initiated by Taiwan on cold-rolled stainless steel

Representing Guangzhou Jangho Curtain Wall Systems Engineering Co., Ltd. in responding to Canada’s anti- dumping and anti-subsidy investigations into glass curtain walls and helping the company receive the lowest tariff rate among all responding Chinese enterprises in the final determination, with the tariff rate being substantially lower than that established in the preliminary determination

www.zhonglun.com 31 Zhong Lun Law Firm Annual Report 2013

Overseas Investments

Advising Hebei Iron & Steel Group Co., Ltd. on its strategic investment in the Kami iron ore project of Alderon Iron Ore Corp. in Canada

Advising Kohlberg Kravis Roberts & Co. Great China on its cooperation with Sino-Ocean Land on a number of domestic property projects through overseas joint venture structures

Advising Shanghai Zendai Group on its investment in the mining industry in Congo

Advising a large state-owned enterprise on a mining project in the Democratic Republic of the Congo

Advising a large state-owned enterprise on a mining project in Eritrea

Advising on a Pointe Noire Wharf Project by MagIndustries in the Republic of the Congo

Advising Yunnan Xinli Nonferrous Metals Co., Ltd on its titanium ore project in Mozambique

Advising Sichuan Fulin Industrial Group Co., Ltd. on its Kilembe copper mine project in Uganda

Acting as legal counsel for Beijing RongDa Investment Co., Ltd on its overseas investments

Advising Zhongnan Industrial Group Co., Ltd on its JUMA project in the Democratic Republic of the Congo

Advising Zhongnan Industrial Group Co., Ltd on its MUTOSHI project in the Democratic Republic of the Congo

Providing legal services to China Nation Native Produce and Animal Byproducts Import and Export Corporation for a due diligence investigation into its forestry assets in Gabon

Providing legal services to Chengdu Shiji Huashang Mining Co., Ltd. for a due diligence investigation into the project company of its mining project in the Democratic Republic of the Congo

Advising CRCC China-Africa Construction limited on its railway project in Guinea

Advising SDIC High-tech Investment Co., Ltd on its cement plant project in Indonesia

Acting as legal counsel for La Sino-Congolaise des Mines Sarl

Advising China-Union (Hong Kong) Mining Co., Ltd on its mining project in Liberia

Advising Beijing Broadtec Investment Co., Ltd. and China Focus International Ltd. on its acquisition of a South Africa mining company

Advising Beijing Broadtec Investment Co., Ltd. and China Focus International Ltd. on the acquisition of a South African exploration company listed on JSE

Advising China Railway Materials Trade Co., Ltd. on its responses to a tender for the long-term supply of rolling stock components to the largest state-owned freight logistics company in South Africa

32 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Labor & Employment

Providing labor and employment law advice to Bank of Tokyo-Mitsubishi UFJ (China), Ltd., Wuhan Branch Providing legal services to a large state-owned oil enterprise for its labor dispatch adjustment and regulation project which involved the largest number of workers among enterprises under the State-owned Assets Supervision and Administration Commission. This was one of the earliest labor adjustment projects, offering a referential perspective for other enterprises in respect of labor dispatch adjustment Providing legal services to a world leading oil exploration company, a Fortune Global 500 company, for its layoff of thousands of employees of its Chinese company Representing a world leading computer software company, a Fortune Global 500 company, in its labor dispute with its employees Representing a world leading chemical company, a Fortune Global 500 company, in its labor dispute with its employees Representing Shanghai Xingchang Culture Communication Co., Ltd. in a series of disputes over one of its senior officers’ taking business opportunities to a third party and the termination of the employment contract with the senior officer Advising a Fortune Global 500 company on compliance investigations and the dismissal of employees who violated its rules Providing compliance training to a U.S. pharmaceutical company which was under investigation by the U.S. Securities and Exchange Commission and the U.S. Department of Justice, assisting the company in punishing its employees who violated its code of conduct, and rendering day-to-day labor law consulting services to the company Advising a U.S. listed company on the application of U.S. export control laws and regulations to its PRC employees and representing the company in labor arbitration and litigation initiated by its former employees who were dismissed for violation of such laws and regulations Advising a Singaporean company on the dismissal of its employees who violated PRC laws and regulations and representing the company in labor arbitration and litigation initiated by the dismissed employees Advising a large motor company on confidentiality and non-competition issues and representing the company in initiating labor arbitration against its employees who violated their non-competition obligations Advising a number of companies engaged in various industries such as energy, chemical, healthcare, clothing, retail, luxury and finance on their large-scale layoffs, and on pay cuts, production halts, day off rotations, closedowns and other labor-related matters Advising a senior vice president of a top U.S. company joining a large PRC company and on other matters such as employment in China as a foreign national and compensation and benefits, including a stock option agreement Providing legal advice and services to a number of multinational companies with respect to employment of foreign nationals in China Advising a European company on its dispatch of foreign employees and dual labor relations Advising a number of companies engaged in chemical, clothing, luxury, finance and other industries on labor dispatch and on the transfer of all their employees Advising a number of multinational companies engaged in various industries on human resources and employment matters, including benefits plans, punishment measures against employees who violate company rules and dismissal Providing legal services to the trade union federation of the PRC subsidiaries of a world famous multinational company Advising a large-scale state-owned bank on labor law, reviewing and amending its documents concerning HR management, and representing it in labor litigation initiated by its employees Drafting and reviewing HR/employment-related documents, such as labor contracts, dispatch agreements, compensation service agreements, intellectual property agreements, confidentiality agreements, non- competition agreements, employee manuals and HR management policies, for a number of multinational companies engaged in various businesses

www.zhonglun.com 33 Zhong Lun Law Firm Annual Report 2013

Tax & Wealth Management

Advising a leading global advertisement company on M&A transactions in China from a PRC tax perspective

Advising a leading global real estate fund on the RMB2 billion indirect acquisition of a PRC real estate company from a PRC tax perspective

Advising a leading global auction company on the PRC tax implications of market entry and day-to-day operations

Advising a leading global PE fund on its investment in the PRC from a PRC tax perspective

Advising a leading Chinese trust company on its real estate investment in the US from a tax perspective

Assisting a US MNC in dealing with a customs audit involving contract manufacturing

Assisting a leading Singapore company in dealing with non-compliance matters

Advising on the reorganization of several MNCs from a tax perspective

Advising a number of MNCs on the PRC anti-avoidance measures

Advising a number of foreign companies on their market entry from a PRC tax perspective

Representing various foreign companies in dealing with individual income tax related non-compliance issues involving senior executives, including potential criminal liability

Advising a number of private banks and high net worth individuals and families on wealth planning, including the establishment and management of offshore trusts

34 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Securitization & Financial Products

Advising China Development Bank on its RMB20 billion Railway-Targeted Credit Asset Securitization Project, under which the asset-backed securities were approved once for all and issued in phases, with the first phase being 2013 Kaiyun senior class credit asset-backed securities (Phase 1) backed by railroad-targeted loan including RMB8 billion senior class asset-backed securities

Advising Agricultural Development Bank of China on its 2013 Fayuan credit asset-backed securities (Phase 1) project, which is the first credit asset securitization project of the bank

Advising The Export-Import Bank of China on its 2013 Jinyuan Credit Asset Securitization Trust (Phase 1), which is the first credit asset securitization project of the bank

Advising Industrial and Commercial Bank of China on its RMB3.59 billion 2013 Gongyuan Credit Asset Securitization Project (Phase 1)

Advising Industrial Bank, China Merchants Bank, Bank of Communications, SPB Bank, Industrial and Commercial Bank of China, China Everbright Bank, China Minsheng Bank and China Bohai Bank on their respective first batches of wealth management plans and direct financing instruments for wealth management

Advising the Investment Bank Department of Ping An Trust Co., Ltd. on a RMB3 billion real estate investment project

Advising Ping An Trust Co., Ltd. on a cooperation project in Dalian with China CITIC Bank

Advising Ping An Trust Co., Ltd. on a real estate development project in Hefei

Advising Spring Real Estate Investment Trust on financing for a global issuance of 439,500,000 fund units

Advising Ping An Trust Co., Ltd. on its equity investment in Baolan project

Advising on the founding of Rising Securities – Pacific Securities – CMBC Targeted Asset Management Plan for providing financing for Shandong Haoyu Vehicle Co., Ltd.

Advising ICBI Ruixin Investment Management Co., Ltd. on the founding of “Happy City Series” and “Ruixiang Series” specific asset management plans

Advising Ping An Trust Co., Ltd. on its Ping An Fortune Jiasheng No. 6 Collective Trust Plan

Advising CITIC Trust Co., Ltd. on its RMB4 billion CITIC Financial-Fanhai Loan Collective Trust Plan

Advising China Ping An Trust Co., Ltd. on its Jiasheng No. 7 Collective Trust Plan

Advising Zijin Trust Co., Ltd. on its Xingxin No. 1 Credit Card Securitization Project

Advising China Industrial International Trust Limited on its Baosheng No. 13 Trust Plan

Advising on CITIC Trust-Qingdao Tianyi Loan Collective Trust Plan

Advising on CITIC Trust China Fanhai Loan Collective Trust Plan with a size of no more than RMB 4 billion

Advising Founder Fubon Asset Management on its specific asset management plan for the equity investment in Tianjin Tuanbao Outlets

Advising Founder Fubon Asset Management on its specific asset management plan for the income right to particular assets of Kunming Yujing New City

www.zhonglun.com 35 Zhong Lun Law Firm Annual Report 2013

Securitization & Financial Products

Advising Pian An Trust on its Franshion Properties (Beijing ) Green Building Single Fund Trust Project

Advising Huarong International Trust Co., Ltd. on its Rongxin No. 8 Zhengde Art Fund Collective Trust Plan (Phase 2)

Advising Ping An Trust Co., Ltd. on its Ping An Fortune Jiayuan No. 52 Collective Trust Fund for a project of Kamfei Group in Huai’an, advising Jiayuan Group on its trust project, and advising on Ping An Fortune Xiangyuan No. 3 Collective Trust Fund for a project in Dongguan, Ping An Fortune Jiasheng No. 2 Collective Trust Fund for a project of Evergrande Group in Yangling of Shaanxi, Ping An Fortune Jiayuan No. 61 Collective Trust Fund for a project of Fangzhi Group in Huicheng District of Huizhou, Ping An Fortune Jiasheng No. 3 Collective Trust Fund for a project of Classic Group in Kunming, Ping An Fortune Jiayuan No. 67 Collective Trust Fund for the projects of KamFei Group in Chongqing and Fuzhou, Ping An Fortune Jiasheng No. 5 Collective Trust Fund for the Venice project of Jiayuan Group in Taizhou, Ping An Fortune Jiayuan No. 73 Collective Trust Fund for a project of Evergrande Group in Qidong, and Ping An Fortune Xiangyuan No. 6 Collective Trust Fund for Evergrande Group liquidity loan trust fund, with the combined transaction amount being RMB12 billion

Advising CDH Investment on mezzanine financing for the Shenzhen Yidexuan real estate project (phase 1), Shenzhen Yidexuan real estate project (phase 2) and the Xi’an project of China Housing and Land Development. Inc

Advising Ping An Dahuahuitong Fund Management Co., Ltd. on Ping An Huitong Ping An Zhifu No. 5 Specific Asset Management Plan (Phase 1) for a project of Evergrande Qunli New Area of Harbin Project

Advising Ping An Dahuahuitong Fund Management Co., Ltd. on Ping An Huitong Ping An Zhifu No. 1, No. 3 and No.4 specific asset management plans (Phase 1) for a project of BRC in Fangshan District, Beijing

Advising Shenzhen Rongtong Capital Management Co., Ltd., Shenzhen Qianhai Dinghui Hongtai Investment Management Co., Ltd. on Rongtong Capital Dingrong No. 1 Specific Asset Management Plan for the Yangguang Shui’an project of China National Real Estate Development Group Corporation in Quzhou

Advising Shenzhen Rongtong Capital Management Co., Ltd., Shenzhen Qianhai Dinghui Hongtai Investment Management Co., Ltd.on Rongtong Capital Dingrong No. 3 Specific Asset Management Plan for the Royal Park Project of Xincheng Group

Advising China Cinda Asset Management Co., Ltd. Chongqing branch on its debt acquisition restructuring

36 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Bankruptcy & Reorganization

Acting as legal counsel for its reorganization of Shenzhen China Bicycle Company (Holdings) Limited (000017, 200017.SZ), the reorganization plan of which was completed successfully

Acting as legal counsel for the reorganization of Shenzhen Wanji Pharmaceutical Co., Ltd., the reorganization plan of which was approved by the court

Acting as legal counsel for reorganization of Shenzhen Shuizhi Industrial Development Co., Ltd.

Acting as a bankruptcy administrator as designated by Shenzhen Municipal Intermediate People’s Court for Proview Technology (Shenzhen) Co., Ltd.

Acting as a bankruptcy administrator as designated by Shenzhen Municipal Intermediate People’s Court for Crystal Crown Technology (Shenzhen) Co., Ltd.

Acting as a bankruptcy administrator as designated by Shenzhen Municipal Intermediate People’s Court for Shenzhen Meisei Medical & Healthy Products Co., Ltd.

Acting as a bankruptcy administrator as designated by Shenzhen Municipal Intermediate People’s Court for Shenzhen Jinlong Paper Co., Ltd.

Advising a Japan-invested enterprise on liquidation proceedings

www.zhonglun.com 37 Zhong Lun Law Firm Annual Report 2013

Hospitality

Advising on the introduction of Park Hyatt, a brand under Hyatt Corporation, into Ping An Financial Center

Advising on the “The Central” hotel project undertaken by Huayuan Group in cooperation with Hyatt Hotels Corporation

Providing legal services to the Peninsula Hotel Shanghai

Acting as legal counsel for Sichuan Minshan Hotel Co., Ltd.

Acting as legal counsel for Chengdu Jiuzhaigou Hotel

Acting as legal counsel for Vienna Hotel Group Limited

Acting as legal counsel for Dakun Real Estate Development Co., Ltd. and Guangxin Hotel Shenzhen

Advising Palm Springs Holding Co., Ltd. on its proposed investment regarding Fairmont Hotel and Swiss Hotel

Advising Accor Hotels Management Group on managing projects in Beijing, Chongqing, Zhengzhou, Fuzhou, Lanzhou, Huizhou, Dalian, etc.

Acting as legal counsel for Beijing Enterprises Group Real Estate Co., Ltd. Cooperating with a management group in respect of boutique hotel, convention center, branded villa, SPA and F&B, etc. in Beijing

Advising on the brands of Four Seasons, St. Regis, and W developed by Hainan Jianfeng Tourism Development Co., Ltd. in Hainan

Advising Sunshine Insurance Group Holding Co., Ltd. on cooperating with a management group in respect of hotel projects in Hainan

Advising Suning Real Estate Group Co., Ltd. on cooperating with a management group in respect of hotel projects in Jiangsu

Advising Shanghai Hongye Real Estate Development Co., Ltd. (under Shenzhen Excellence Group) on cooperating with a management group in respect of a 5-star hotel in Shanghai

Advising Shenyang Huaqiang Jinlang City Plaza Real Estate Co., Ltd. on cooperation with a management group in respect of a luxury 5-star hotel in Shenyang

Advising on the refinancing for Beijing Frasers Residence Project owned by JP Morgan

38 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Technology, Media, Telecoms and Entertainment

Representing Vertex Venture Holdings Ltd in Baidu’s USD1.9 billion acquisition of 91 Wireless Websoft Limited, the largest M&A transaction in the history of the Chinese internet industry

Advising Tencent Technology (Shenzhen) Co., Ltd. on its acquisition of an audio standard patent portfolio held by ZTE Corporation

Advising Bluefocus Communication Group Co., Ltd. (stock code: 300058.SZ) on its acquisition of equity in Tibet Shannan East Bojie Advertisement Co., Ltd. in cash and by issuing 48,867,199 shares

Advising Tencent Technology (Shenzhen) Co., Ltd. on the declaration of invalidity of a patent registered in China

Successfully representing Shanghai Wind Information Co., Ltd. in a commercial defamation lawsuit brought against it by Zhejiang Hithink Flush Information Network Co., Ltd.

Representing Qihoo 360 Technology Co., Ltd. in a number of disputes with its competitors over unfair competition

Representing (Xiaomi Technology) in responding to a claim regarding Xiaomi TV Box’s infringement of the claimant’s right of dissemination via information network

Representing MSN in responding to a copyright infringement claim

Advising Shanghai Yi is a Agel Ecommerce Ltd. (yhd.com) on its e-commerce business, and assisting in establishing the first Sino-foreign telecom joint venture in the China (Shanghai) Pilot Free Trade Zone

Representing Tencent in requesting for declaration of invalidity of a patent

Providing construction and other legal services to Cainiao Network Technology Co., Ltd.for China Smart Logistics Network

Advising Chuanke website on its offshore A round PE financing from Bertelsmann Asia Investments

Advising Shanghai Qiniu Information Technologies Co., Ltd. on a B round preferred share investment made by Qiming Venture Partners and other investors

Advising Xiami website on the sale of its online music business to Alibaba

Advising Gewara website on its domestic and overseas C round PE financing from Shanda Interactive Entertainment Ltd.

Advising Amiba Foundation l on sale of its equity in Mogujie website

Advising Shanghai Inlook Media Advertising Co., Ltd. on its second round financing and subsequent buyback of equity held by the first round investors

Advising Beijing Ti Knight Co., Ltd., a 3D social game service provider, on its A round PE financing

Advising the Chuanke website, a leading PRC online course sharing platform, on its A+ rounds PE financing

Advising China Film Group Corporation and its subsidiary – Beijing Film and Video Technology Factory on the listing and transfer of their state-owned property rights in Shanghai Paradise Co., Ltd.

www.zhonglun.com 39 Zhong Lun Law Firm Annual Report 2013

Regulatory Compliance/Anti-bribery

Providing training and other legal services regarding the Foreign Corrupt Practices Act as instructed by RDM Asia

Providing legal compliance service to a world famous sports products company for its internet e-commerce

Conducting a compliance investigation for a world famous manufacturer of chemical products

Providing compliance service to a world famous retailer in respect of its membership manual

Conducting a number of internal compliance investigations and issuing investigation reports for a world famous manufacturer of nutritional products

Providing compliance services to a world famous retailer for its work safety standardization

Providing compliance services to a world famous auction company in respect of anti-money laundering in China

Representing a world famous retailer in an administrative review case regarding an administrative penalty for price non-compliance

Advising a world famous pharmaceutical enterprise on a commercial bribery investigation initiated against it by the Administration for Industry and Commerce

Advising a world famous pharmaceutical distributor on a compliance auditing conducted on its joint venture in China as a result of an anti-bribery investigation initiated by the United States Department of Justice against the key medicine and medical devices suppliers of the joint venture

40 Zhong Lun Law Firm Annual Report 2013 Zhong Lun Law Firm Annual Report 2013 Major Transactions

Environmental, Energy and Natural Resources

Advising Shanxi Jincheng Anthracite Mining Group on the carbon emission reduction trading in the Sihe Coal Mine 120MW CMM Power Generation CDM Project, including the trading with respect to the carbon emission reductions generated before the end of 2012 and the trading with respect to the carbon emission reductions generated after 2013 (inclusive)

Advising Shanxi Jinju Company on the carbon emission reduction trading in the Chengzhuang Coal Mine 18MW CMM Power Generation CDM Project, including the trading with respect to the carbon emission reductions generated before the end of 2012 and the trading with respect to the carbon emission reductions generated after 2013 (inclusive)

Advising Shanxi Jinju Company on the carbon emission reduction trading in the Beishidian Coal Mine 36MW CMM Power Generation CDM Project, including the trading with respect to the carbon emission reductions generated before the end of 2012 and the trading with respect to the carbon emission reductions generated after 2013 (inclusive)

Advising a Ningxia-based company on its purchase of equity in a Fujian-based energy performance contracting company

Providing transaction structure design and contract amendment services to a famous Fujian-based energy performance contracting company for its energy performance contracting project

Appointed as the only lawyer member of the expert panel of the legislative drafting working group for the “Act of the People's Republic of China on Addressing Climate Change”

Advising Shaanxi Yitai Energy Investment Co., Ltd. on its RMB2 billion purchase of equity in a coal chemical company, a subsidiary of a famous stated-owned electric power group

Advising Shaanxi Yitai Energy Investment Co., Ltd.on its RMB2 billion purchase of equity in a gas chemical company, a subsidiary of a famous stated-owned electric power group

Acting as legal counsel for several new companies of coal resources integration projects of Shanxi Jincheng Anthracite Mining Group in several integration zones

Advising Shanxi Jincheng Anthracite Mining Group on its exploration right replacement with a listed company

Advising on the equity restructuring of Yixin Mining,a subsidiary of Shanxi Jinsheng Co., Ltd.

Advising on the deregistration of a coal subsidiary of Shanxi Jinsheng Co., Ltd.

Advising on the equity restructuring of Jincheng Tianyu New Energy Co., Ltd.

Advising on the joint establishment of a transportation energy utilization company by Shanxi Blue Flame Coal Bed Methane Group and a transportation investment company

Advising Qingwa Mining, a subsidiary of Shanxi Shengtai Energy Investment Co., Ltd., on its capital increase project

Advising Shanxi Jincheng Anthracite Mining Group on its introduction of MTG technology from a famous foreign oil and gas company

Acting as legal counsel for China Fulin Wind Power Engineering Co., Ltd. of China Guodian Group

Acting as legal counsel for a mining subsidiary of China Huadian Corporation

Acting as legal counsel for Shanxi Shengtai Energy Investment Co., Ltd.

Acting as legal counsel for a Beijing-based new energy investment enterprise

www.zhonglun.com 41 Zhong Lun Law Firm Annual Report 2013

Shipping

Advising BNP Paribas (Suisse) SA on its final delivery of a ship

Advising Abu Dhabi Commercial Bank on ship financing

Representing TAL International Container Corporation in a dispute with Hainan Po Shipping Co., Ltd. over container rental and in the bankruptcy of Hainan P O Shipping Co., Ltd.

Acting as legal counsel for LF Logistics (China) Co., Ltd.

Representing Emirates Shipping Line in a bill of lading dispute before Qingdao Maritime Court

Representing Shanghai Sijin Intl Transport Co., Ltd. in a bill of lading dispute before China Maritime Arbitration Commission

Representing NYK in a dispute over a branch transport contract before China Maritime Arbitration Commission

Representing Taicang International Container Terminal Company Limited in a port operation dispute

Representing China Shipping Haisheng Co., Ltd. in a ship collision dispute involving the ship Sheng Rong Hai

Representing Glencore, a U.S. trading company, in a dispute with Mediterranean Shipping Company S.A. over a carriage contract

Representing International Bunker Services Limited in a number of ship auctions before various maritime courts of China

Representing South Korea STX Corp. in a dispute over the attachment of a ship produced by its Dalian shipyard

Representing Taizhou Jiaojiang Coast Shipping Co., Ltd. in a three-ship chain collision case involving the ship Zhe Jiao Ji 1156

Providing logistic legal service to SITC Logistics Co., Ltd.

Representing Nanjing Ocean Shipping Co., Ltd. in a dispute over a fire caused by handling operations on the ship NASCO GAM

Representing Jiangsu Ganghua Shipbuilding Co., Ltd. and Ningbo Arts & Crafts I/E Co., Ltd. before Ningbo Maritime Court in enforcement of an arbitral award rendered on arbitration costs in an arbitration case conducted in London

Representing Zhejiang Huamao International Co., Ltd. and China Grand Ocean Enterprises Limited before London Maritime Arbitrators Association in a shipbuilding dispute involving four ships

Representing Zhejiang Huamao International Co., Ltd. before Wuhan Maritime Court in a ship ownership dispute involving two ships

Representing Wartsila Switzerland Ltd. before Shanghai Maritime Court in a dispute over a main engine supply contract

Representing Guangzhou Wenchong Shipyard Co., Ltd. in a dispute over a main engine purchase contract

Advising Ernst Russ (Far East) Shipping GmbH on maritime affairs

Representing Xinyu Iron & Steel Co., Ltd. in a ship contract dispute before London Maritime Arbitrators Association

42 Zhong Lun Law Firm Annual Report 2013 ANNUAL 2013 REPORT

Beijing Office Chengdu Office London Office 36-37/F, SK Tower, 6A Jianguomenwai Avenue, Beijing 6/F, East Building, La Defense No. 1480, North Tianfu 10-11 Austin Friars 100022, People's Republic of China Avenue, Chengdu High-tech Zone 610042, P.R.China London, EC2N 2HG Tel : 86-10-5957-2288 Tel : 86-28-6208-8000 Tel : 44-(0) 20-7382-1567 Fax : 86-10-6568-1022/1838 Fax : 86-28-6208-8111 Fax : 44-(0) 20-7382-1568

Shanghai Office Wuhan Office New York Office Level 10 & 11, Two IFC, NO. 8 Century Avenue, Pudong 17F, New World international Trade Tower, 568 340 Madison Avenue, 19th Floor New Area, Shanghai 200120, PRC Jianshe Da Dao, Wuhan 430022, P.R.China New York, New York 10173 Tel : 86-21-6061-3666 Tel : 86-27-8555-7988 Tel : (212)-220-9399 Fax : 86-21-6061-3555 Fax : 86-27-8555-7588 Fax : (212)-202-3758

Shenzhen Office Hong Kong Office 10/F, Tower A, Rongchao Tower, 6003 Yitian Road, 409 Jardine House, 1 Connaught Place, Central, Futian District, Shenzhen, 518026, CHINA Hong Kong

Tel : 86-755-3325-6666 Tel : 852-2877-3088 Fax : 86-755-3320-6888/755-3320-6889 Fax : 852-2525-1099

Guangzhou Office Tokyo Office 23/F, R&F Center, 10#Huaxia Road, TianHe District, 6F Kioicho Building, 3-12 Kioicho, Chiyoda-ku, Guangzhou 510623 Tokyo 102-0094, Japan

Tel : 86-20-2826-1688 Tel : 81-3-3288-8791 Fax : 86-20-2826-1666 Fax : 81-3-3288-8795 Beijing·Shanghai·Shenzhen·Guangzhou·Chengdu·Wuhan·Hong Kong·Tokyo·London·New York

本所为特殊的普通合伙制事务所 LLP