sm Alliance for Tax, Legal and Accounting Seminars presents (A member of ATLAS Information Group Inc.) Fifth Annual Summit on Legal, Tax and Financial Strategies for Doing Business in China Focus on: China M&A, Real Estate and Private Equity Investment December 12 & 13, 2007 • New York • Doubletree Metropolitan

Bonus Additional Seminar Program China Tax Planning Strategies Achieving Tax Efficiency When Doing Business in China Corporate Sponsors: December 14, 2007 • New York Deloitte Conference Center Up to 20 CLE/CPE Credits

Highlights of Conference: • Hear a Keynote address from Erin Ennis - US-China Business Council • Understand and learn to use the Chinese legal system to your advantage • Learn the new strategies and issues in setting up or expanding your operations • Hear a discussion on the latest investment trends in China's 2nd and 3rd tier cities • Discover how to use the contract to ensure quality products and learn how to negotiate your legal recourse for recalls BEFORE the products leave China Media Sponsors: • Learn about the importance of communications and PR in China-US transactions • A bird's eye view of foreign investment in China's real estate market • Discover how private equity and venture capitalists approach the China market • Discover the latest developments in the protection of rights • Learn about mergers, acquisitions, joint ventures and strategic alliances • Understand the importance of offshore entities as China investment vehicles • Network with key industry professionals Co-chairs: William Dodson Edward Epstein Michael O’Laughlin Silk Road Advisors Troutman Sanders LLP O’Laughlin & Company Faculty: Coburn Beck Lawrence Freeman James Mintz Susan Stillings Troutman Sanders LLP Global Business Consultants The Mintz Group Edelman PR Lucas S. Chang Grace Parke Fremlin Owen D. Nee, Jr. Wenzhao “Connie” Wang Morgan Lewis Steptoe & Johnson LLP Jones Day LLP Mayer Brown Peter Guang Chen Roscoe C. Howard, Jr. Patrick Norton Timothy Weckesser Deloitte Tax LLP Troutman Sanders LLP Steptoe & Johnson Sino-Consulting, Inc. Doug Clark Craig Lewis Alan T. Rush Philip Zhang, Esq. Lovells Hogan & Hartson LLP Eaton Corporation (invited) Hodgson Russ Erin Ennis Hong Liu Tim Spangler Haiyan “Hazel” Zhu US-China Business Council Corning Incorporated (invited) Kaye Scholer OCRA Worldwide Additional speakers & sponsors to be announced

Fax: 914-946-3495 Tel: 800-207-4432 www.atlas-sfi.com Bonus Additional Seminar Program

Fifth Annual Summit on China Tax Legal, Tax and Financial Strategies for Planning Strategies Doing Business Achieving Tax Efficiency in China When Doing Business in China Focus on: China M&A, Real Estate and This one day, interactive comprehensive seminar will Private Equity Investment update participants on the recent tax law changes December 12 & 13, 2007 • New York • Doubletree Metropolitan affecting US/Multinational corporations as they contin- ue to update and expand operations in China. Join us Bonus Additional Seminar Program in NYC and leave with all the knowledge necessary to plan and comply with all your US/China tax issues. China Tax Planning Strategies December 14, 2007 Achieving Tax Efficiency When 8:00 Registration and Continental Breakfast Doing Business in China December 14, 2007 • New York 8:30 Overview of China Tax System Deloitte Conference Center 9:15 Mainland China Tax Update - New Developments Dear Executive, 10:15 Break for Refreshments Some say China, where capitalism is a little over a decade old, is at the 10:30 Enterprise Income Tax Reform - earliest stages of the greatest industrial revolution of all time. If your com- The New Landscape pany is already in China, it’s imperative you keep up with current legal, tax and financial issues. If you are not yet involved with China, can you 11:15 Techniques and Strategies in afford to wait any longer to learn how to tap the opportunities that await Tax Planning for U.S./Multinational you and/or your company in this vast land? Companies – Post China Tax Reform Atlas Information Group, after offering successful programs on doing busi- 12:00 Summary and Q&A ness in China in New York, , Philadelphia and San Francisco, is proud to 12:15 Luncheon announce its 2007 Legal, Tax and Financial Strategies for Doing Business in China. We have assembled an experienced international faculty to address a 1:15 Turnover Tax Issues for U.S./Multinational variety of important subjects with which you must be familiar to successfully Companies Doing Business in China guide your client or business through the myriad of opportunities and chal- 2:00 Break for Refreshments lenges of doing business in China. You will learn how to deal constructively and innovatively with legal and business issues that exist today. 2:15 Tax Aligned Supply Chain Planning in China Attend this conference and learn from an esteemed panel of leading experts 3:00 Mergers, Acquisitions and Reorganizations and meet other professionals grappling with similar issues. Leave knowing how 3:45 Accounting Aspects of China to structure and do business in China successfully and profitably. Obtain a valu- Taxation and Related Issues for able course reference CD, plus additional handout materials. Get answers to U.S. Accounting and Taxation your most critical questions and obtain valuable networking contacts. You cannot afford to miss this event, so register today. We look forward to see- 4:20 Transfer Pricing in China – Strategies for ing you in New York in December. Defense and as a Tax Planning Technique Yours truly conference cochairs, 5:15 Summary and Q&A 5:30 Meeting Adjourns William Dodson Edward Epstein Michael O’Laughlin Silk Road Advisors Troutman Sanders LLP O’Laughlin & Company Faculty: Speakers from Deloitte: Peter Guang Chen Julie Hao Who Should Attend: Lili Zheng Jennifer Zhang Consultants & with International Clients Lucy Sun Brett Norwood Doris Chik Corporate Counsel Corporate Financial & Tax Executives Speaker from Hodgson Russ: International Business Development Executives Philip Zhang, Esq. International Business Accountants Representatives from Baker & McKenzie International Investment & Commercial Bankers Representatives from O'Melveny & Myers VP International Speakers and topics subject to change see registration page for more information. Fax: 914-946-3495 Tel: 800-207-4432 www.atlas-sfi.com Legal, Tax and Financial Strategies for Doing December 12 & 13, 2007 • • Doubletree Metropolitan

Day One, December 12, 2007 12:45 Summary and Q&A 7:30 Registration and Continental Breakfast 1:00 Welcome Luncheon 8:00 Welcoming Remarks - Co-Chairs Introduction Sponsored by 8:30 Latest Developments in the Chinese Legal and Regulatory Systems 2:15 Offshore Entities as China Investment Vehicles • What is offshore: background and types of offshore • Sources of law, legislative and administrative • Offshore vehicles to access and invest in China market • The Chinese Courts: judicial method; the influence of local governments • Opportunity of utilizing offshore/double tax treaty to structure the investment in China • Coping with legal uncertainty • Use of intermediate holding company for holding • Controlling bureaucratic discretion through administrative law investment in China • The impact of WTO membership on Chinese legal institutions Haiyan “Hazel” Zhu, OCRA Worldwide, • Chinese trade regulations and antidumping measures Wenzhao “Connie” Wang, Mayer Brown, Washington, DC 3:00 Sourcing Products from China - Lawrence Freeman, Global Business Consultants, Miami, FL Practical Supply Chain Issues 9:30 Steps and Issues in Setting Up A China Operation • New difficulties for exporters to China in enforcement of customs regulations • Trends in JVs, WFOEs and acquisitions. Why do one or the other? • Safety issues • Steps and issues: Selecting geographic location, specific site search, market research, establish legal entity • Recent case studies • IP protection, recruit staff, local suppliers, • Product registration issues outfit space and begin operations • Structuring marketing and distribution relationships in China Timothy Weckesser, Ph.D, Sino-Consulting, Inc. • Contract manufacturing Philip Zhang, Esq., Hodgson Russ • Dealing with customs, export controls and duty free zones • Use of intermediaries-problems and opportunities 10:00 Break for Refreshments • Comparing China, Hong Kong and Taiwan from 10:20 Beyond the Comfort Zone: Investment sourcing viewpoint Trends in China’s 2nd and 3rd tier Cities • Key contractual issues • Discussion of the 4 major determinants of • US liability issues – compliance, sourcing, protecting investment trends in China Michael O’Laughlin, O’Laughlin & Company, Hong Kong • Case studies underscoring the challenges of x-tier investment • Where the industry trend setters are investing 3:45 Break for Refreshments • Which local governments are ready for 4:00 Private Equity Goes to China – How Private Equity prime time and which to avoid and Venture Capitalist Approach the China Market • Investment trends 5 years and 10 years into the future • Discussion of legal structures William Dodson, Silk Road Advisors, Shanghai Tim Spangler, Kaye Scholer, New York 11:00 Latest Developments in the Protection of 4:30 How Private Equity Structures Investments Intellectual Property Rights in China Under the New Tax law Enterprise Income Tax Law • Proactive protection of your intellectual property in China • Introduction to new enterprise income tax law • Anti-counterfeiting case studies • Effect of law on foreign investment generally • Sue or be sued - IP litigation • Effect of law on private equity investors • Key issues in licensing and technology transfer • Offshore structures for China investment Doug Clark, Lovells, Shanghai • China’s tax treaties and arrangements 11:45 Unwanted Guests? Foreign Investors • VAT rebates Developing and Investing in Real Estate in Owen D. Nee, Jr., Jones Day LLP, New York China Today – Financial, Legal and Tax Issues 5:15 Summary and Q&A • Unwanted guests? A bird’s eye view of foreign investment in today’s real estate landscapes 5:30 Conference Adjourns - • A moving target: a review of the ever-changing regulatory Gala Cocktail Reception environment for real estate development Sponsored by • Will the “Real” Estate Developer please stand up: new structures for real estate development and investment after Document 171 and Circular 50 • Site acquisitions: the latest local government CPE Educational Course Credits: ATLAS/SFI is registered with the National strategies for competitive bids and auctions Association of State Boards of Accountancy (NASBA) as a sponsor of continuing pro- • Dirty dancing: Top 5 problems to look out for in due diligence fessional education on the National Registry of CPE Sponsors. State boards of account- • Onshore aspects of offshore financing for ancy have final authority on the acceptance of individual courses for CPE credit. “Un-Real” Estate Developers and Investors Complaints regarding registered sponsors may be addressed to the National Registry • Borrowing from Chinese banks of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219- • Getting what you paid for: real estate asset management 2417. Web site: www.nasba.org • Tax aspects and planning for real estate investment in China CLE Educational Course Credits: ATLAS/SFI has been approved in accordance Borrowing from Chinese banks with the requirements of the NYS Board of Continuing Legal Education as well as Getting what you paid for: real estate asset management Texas and California CLE. Accreditation for other states will be sought and deter- Edward Epstein, Troutman Sanders, New York mined in those jurisdictions requested by registrants at the conference. For infor- mation about the financial aid policy and the application procedure, please visit our Peter Guang Chen, Deloitte Tax LLP, New York website or email [email protected] There is no prerequisites/advanced preparation necessary for this introductory level conference with group live instruction. This pro- Fax: 914-946-3495 Tel: 800-207-4432 www.atlas-sfi.com gram is transitional which is appropriate for newly admitted attorneys. Co-chairs: William Dodson, Silk Road Advisors, Shanghai Business in China Edward Epstein, Troutman Sanders LLP, Hong Kong Michael O’Laughlin, O’Laughlin & Company, Hong Kong

Day Two - December 13, 2007 7:30 Continental Breakfast 1:45 Getting the M&A/JV Deal Done: Practical Considerations 8:00 Co-Chairs’ Review of Day One & Preview of Day Two • Setting expectations (timing, structure, economics) 8:30 Keynote Address - A View from Washington • Financial, legal and human due diligence Erin Ennis, US-China Business Council, Washington, DC • Compliance issues • Documentation 9:00 Corporate Panel - Real-life Experiences from Companies who have Invested, Manufactured Coby Beck, Troutman Sanders, LLP, Shanghai and/or Sold Products or Services in China Jim Mintz, The Mintz Group, New York • Common mistakes companies make and avoidance strategies 2:30 Commercial Dispute Resolution, Enforcing • Practical advice and insights from companies that have Commercial Rights and Litigation in China – been doing business with China –exporting to, importing Use of Mediation and Arbitration from and direct investments • Consensus ideas on what the future may bring • What happens when a joint venture goes bad? • Setting up an operation • Common misunderstandings that lead to disputes • The political context for disputes in China Moderator: • Mediation options William Dodson, Silk Road Advisors, Shanghai • Arbitration options Speakers: • Litigation in China Representative from Troy • Disputes with the Chinese government Hong Liu, Corning Incorporated, Corning, NY (invited) Patrick Norton, Steptoe & Johnson, Washington, DC Alan T. Rush, Eaton Corporation, Pittsburgh, PA (invited) Coby Beck, Troutman Sanders, Shanghai 3:15 DOJ and SEC Focus on China Additional Speaker to be Announced • Foreign Corrupt Practices Act • Understanding FPCA and how those matters are handled 10:15 Break for Refreshments Roscoe C. Howard, Jr., Troutman Sander LLP, 10:30 Trade and Regulatory Developments Washington, DC • Significant developments and trends in 4:00 Latest Developments in Employment and Antidumping/countervailing duty enforcement in Labor Contract Law in China China and the United States • WTO litigation by and against China and • Issues of hiring and termination what it can mean to your company • Discrimination issues • U.S. Customs enforcement • Sexual harassment issues • Textiles and apparel trade in 2008 - what comes next? • Employment contract issues Craig Lewis, Hogan & Hartson LLP, Washington, DC • Compensation, benefits and employee retention • Dealing with labor disputes 11:15 Using the Contract to Ensure Quality Products • Immigration issues and Negotiating Legal Recourse for Recalls Lucas S. Chang, Morgan Lewis, Palo Alto, CA BEFORE the Products Leave China • Negotiate and agree on quality standards, inspections, 5:00 How to Succeed in China - testing and product warranties Final notes and ideas to take away • Require that the Chinese supplier have products liability insurance for US claims and make sure that the insurance 5:15 Conference Concludes is from an insurer that is credible, financially strong and Topics and speakers subject to change. has an ability to service international claims ©ATLAS Information Group Inc. 2007 All rights reserved. • Negotiate and agree on reimbursement and indemnification for costs related to quality defects and recalls, including all direct costs of recalls and attorney fees and costs of litigating claims of quality defects Grace Parke Fremlin, Steptoe & Johnson LLP, Washington, DC 12:00 Summary and Q&A Hotel Accommodations . . . 12:15 Networking luncheon Doubletree Metropolitan - (212) 752-7000 569 Lexington Avenue, New York, NY 10022 1:15 The Importance of Communications and ATLAS discounted room rate $359 Public Relations in China-US Transactions • The critical role of shaping perceptions: Our discounted rate will be released on November 6, 2006, we recom- messaging, positioning and delivery mend booking your hotel room prior to this date to ensure availability. • How the foreign and domestic media differ and For sleeping room reservations, please contact the Doubletree how to use both advantageously Metropolitan and mention you are attending the ATLAS China confer- Susan Stillings, Edelman PR, New York ence. Rates and availability of sleeping rooms cannot be guaranteed. Bonus additional seminar program on December 14, 2007 at the Fax: 914-946-3495 Tel: 800-207-4432 www.atlas-sfi.com Deloitte Conference Center, 1633 Broadway, 36th floor New York, NY Corporate Sponsors Media Sponsors Troutman Sanders is a full service interna- Asia Monitor Covers the key Asian tional based in the U.S. with more than economies, including India, China, Singapore, 600 lawyers in over 10 offices around the Hong Kong and the Philippines. A monthly world, practicing in over 30 legal disciplines, ranging from corporate, source of prime intelligence giving you advance warning of key changes in securities and commercial law, to real estate, tax and intellectual property the business environment; regular appraisals of country risk; clear insights law. Through its Greater China Practice Team and its office in Hong Kong, into economic & financial trends; and competitive intelligence on compa- Troutman Sanders has for many years regularly represented a broad array ny and industry-wide developments and opportunities. FREE TRIAL avail- of U.S. and international corporations in their transactions in Greater China able at www.asia-monitor.com Or contact: Leila Scott lscott@businessmon- and throughout Asia. These cross-border transactions, which require itor.com Marketing Manager Business Monitor International Ltd extensive knowledge of international and local laws, include virtually every The China Business Review, the magazine aspect of foreign investment, acquisitions and in-bound and out-bound of the US-China Business Council, is the pre- investments in China, Hong Kong, Taiwan and Macau. mier guide to doing business in China. Written by industry experts and Council staff in Washington, Beijing, and The Chinese Services Group (CSG) of Deloitte Shanghai, the CBR is the leading authority on how economic and politi- & Touche USA LLP co-ordinates with the Deloitte cal developments in China affect American companies’ bottom line. Key Touche Tohmatsu member firm in China and the appropriate subsidiary corporate decisionmakers rely on the CBR’s analysis to make strategic of Deloitte & Touche USA LLP to assist U.S. companies investing and oper- long-term plans for their company’s China operations and investments. About Our Sponsors ating in China. Whether contemplating market entry, M&A or optimiza- Published six times a year since 1974, the CBR is the only China- tion of existing operations, the CSG, in collaboration with the member focused business magazine that has been with companies operating firm in China, can help U.S. companies implement cross-border invest- in China since it re-opened to foreign investment. ment strategies and navigate the associated risks. Our national network of bilingual professionals works closely with colleagues in China to deliv- China Daily: The World’s er seamless service to globalizing Chinese companies. Window to China Established in 1981, China Daily is the only national English-language daily newspa- Lovells is an international law firm with one of the per in China and the premier news source for foreign businessmen, largest Intellectual Property practices in the world. diplomats, and academics engaged in China. By presenting Chinese We regularly advise many of the world's largest perspectives and sharing stories from a country that is home to one- corporations on complex, multi-jurisdictional\ transactions as well fifth of the Earth’s population, China Daily has been a key player in as some of the most high-profile commercial disputes. Recognized as bridging the gap between China and the rest of the world. a market leader, our China IP practice has been ranked in the top tier In the United States, the task of printing, delivering, and promoting every year for the last five years running by the Asia Pacific Legal 500. China Daily and its product family is handled by the China Daily We have extensive experience with brand protection, technology Distribution Corporation (CDDC), the sole, wholly-owned subsidiary of transfer strategies, patent clearance and litigation as well as IP due China Daily. Established in 1984 in New York City, CDDC has served China diligence associated with foreign direct investment in China. Daily readers in the U.S., Canada, and other locations throughout North America for more than two decades. At present, CDDC offers the print edi- OCRA Worldwide has been active tion of China Daily as well as China Daily eClips, a free daily email newslet- in the Corporate Services industry ter in the North American market. In 2008, CDDC is looking to launch the since 1975 and now has a presence spanning every Continent of the U.S. edition of China Daily and a series of informational products in the world with offices in 20 locations, including China since 1997. The United States and Canada. CDDC can be reached at (202)558-6517. For Group employs an international team of multi-disciplined and multi- more information please visit www.chinadailyusa.com. lingual professionals comprising accountants, lawyers, bankers, international tax and trade specialists and chartered secretaries. Our To access international commercial real estate mar- international presence and unrivaled expertise has helped thousands kets or capital around the globe, look to The of clients to establish robust and workable solutions. International Real Estate Trade Organization. IRETO is a worldwide network of 70,000 executive About Atlas Information Group, Inc. professionals; publishes the Asia Real Estate Report, IRETO Report, Atlas Information Group, Inc., a professional and Global Capital Exchange, displaying international purchase, educational provider, offers tax, legal & financial sales, investment and service opportunities. sm conferences and seminars and published materials to meet your business needs. Live educational programs are offered throughout the United States, Puerto Rico, Canada, Mexico and key Networking Events European cities. Our mission is to provide corporate executives and professionals with the most up to date information and networking Welcome Luncheon opportunities needed to improve their job performance. Our faculty December 12, 2007 - 1:00 consists of the most knowledgeable and experienced speakers from corporations, law firms, public accounting firms, financial institu- tions, consulting firms and government agencies. We are an author- Sponsored by ized sponsor of CPE/CLE credits throughout the US. Substitutions/Cancellations: If you need to cancel your registration, a col- league from your firm is welcome to attend in your place. Cancellations must be Gala Cocktail Reception made in writing at least 5 business days prior to the seminar date and a full cred- it (valid for one year) will be issued toward another ATLAS or SFI conference. If December 12, 2007 - 5:30 you must cancel within 5 business days, a $150 administrative fee will be deduct- ed from the credit voucher. No credit card or cash refunds will be granted. "No- shows" will be charged as attending. For more information regarding administra- Sponsored by tive policies such as complaint and refund, please contact our offices at 914-946- 4010 or email [email protected]

Fax: 914-946-3495 Tel: 800-207-4432 www.atlas-sfi.com Legal, Tax and Financial Strategies for 5 Easy Ways to Register: New York City E-Mail: [email protected] • www.atlas-sfi.com Doing Business in China December 12 - 14, 2007 Fax: 914-946-3495 • Tel: 800-207-4432 Mail: ATLAS P.O. Box 1637, White Plains, NY 10602 Name Fee includes: continental breakfasts; lunches; cocktail Title reception, refreshment breaks and seminar materials. Organization Fees: Three Day Conference December 12 - 14 $1795 Early Registration (on or before November 12) Address (Mail Stop) $1895 Registration (after November 12) City State Zip Fees: Two Day Conference December 12 & 13 $1395 Early Registration (on or before November 12) Tel.( ) Fax ( ) $1495 Registration (after November 12) Email Fee: One Day Tax Seminar Only December 14 Method of payment: $495 Check payable to: ATLAS Information U.S. dollars Special Discounts/Materials: drawn on U.S. bank.(T.I.N. 13-4018929) $100 Deduction for additional registrants from the same company Credit card payment: Mastercard Visa AmEx $295 Seminar materials only. Add $50 for shipments outside U.S For group rates contact ATLAS Legal directly Card No. Sponsorship opportunities available contact ATLAS Legal directly Signature Card exp. / Can we keep you informed on upcoming events via email? Yes No Alliance for Tax, Legal and Accounting Seminars (A member of ATLAS Information Group Inc.) sm I wish to receive CLE or CPE credits in the state of P.O. Box 1637 White Plains, NY 10602 Coburn US-China Business Council Erin Ennis Lovells Doug Clark Deloitte Tax LLP Peter Guang Chen Morgan Lewis S. Chang Lucas Troutman Sanders LLP Faculty: Additional speakers & sponsors to be announced Corporate Sponsors: Media Sponsors: Beck December 12 & 13, 2007 China Tax Planning Strategies Doing Business Fax: Legal, TaxLegal, and Financial Strategies for 914-946-3495 • Network with key industry professionals • Understand the importance of offshore entities as China investment vehicles • Learn about mergers, acquisitions, joint ventures and strategic alliances • Discover the latest developments in protection of intellectual property rights • Discover how private equity and venture capitalists approach the China market • A bird's eye view of foreign investment in China's real estate market • Learn about the importance of communications and PR in China-US transactions • Discover how to use the contract ensure quality products and learn negotiate your • Hear a discussion on the latest investment trends in China's 2nd and 3rd tier cities • Learn the new strategies and issues in setting up or expanding your operations • Understand and learn to use the Chinese legal system your advantage • Hear a Keynote address from Erin Ennis - US-China Business Council Highlights of Conference: Focus Real Estate and on: China M&A, Co-chairs: Silk Road Advisors William Dodson Corning Incorporated (invited) Hong Liu Hogan & Hartson LLP Craig Lewis Troutman Sanders LLP Roscoe C. Howard, Jr. Steptoe & Johnson LLP Grace Parke Fremlin Global Business Consultants Freeman Lawrence legal recourse for recalls BEFORE the products leave China Alliance for Tax, and Accounting Seminars presents Legal December 14, 2007 Bonus Additional Seminar Program Achieving Tax Efficiency When Deloitte Conference Center in China Private Equity Investment Doing Business in China (A member of ATLAS Group Inc.) Information Fifth Annual Summit on Tel: • 800-207-4432 www New York Troutman Sanders LLP Edward Epstein Kaye Scholer Spangler Tim Eaton Corporation (invited) Alan T. Rush Steptoe & Johnson Patrick Norton Jones Day LLP Owen D. Nee, Jr. The Mintz Group James Mintz sm • • New York obereMetropolitan Doubletree .atlas-sfi.com Up to 20 CLE/CPE Credits O’Laughlin & Company Michael O’Laughlin OCRA Worldwide Haiyan “Hazel” Zhu Ross Hudgson Philip Zhang, Esq. Sino-Consulting, Inc. WeckesserTimothy Mayer Brown Wenzhao Wang “Connie” Edelman PR Susan Stillings