Locke Lord s China Connection. oviding Strategic Business Solutions in Asia and the United States. Locke Lord s China Connection

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1 Locke Lord s China Connection oviding Strategic Business Solutions in Asia and the United States Locke Lord s China Connection roviding Providing Strategic Business Solutions in in Asia Asia and and the the United United States States

2 ABOUT THE FIRM Locke Lord LLP provides its Chinese clients with a highly qualified team that has broad and deep experience in handling legal issues arising in China-U.S. cross-border transactions. This experience includes crafting solutions for our Chinese clients in: Capital markets (going public, going private and capital raising) and Securities and Exchange Commission (SEC) enforcement and compliance Mergers and acquisitions, joint ventures and corporate transactions Government relations Intellectual property, technology and export and import control regulations Real estate and real estate investment trust Commercial litigation and arbitration Immigration and employment-based visas Tax planning Our dedicated team includes lawyers from China and the U.S. We provide our services to Chinese clients with the bilingual capabilities of native Chinese speakers and a deep, personal knowledge and understanding of the important cultural factors that can lead to the desired results in international transactions. Our Chinese clients include leaders in every sector of the economy: Numerous state-owned energy and petrochemical companies Private and public companies in high profile industry sectors such as automotive, electronics, telecommunications, aviation and agriculture Individual Chinese investors and executives Our attorneys are accustomed to advising on cross-border transactions in the Asian marketplace and have years of experience advising Chinese companies. Our Hong Kong team collaborates closely with attorneys in Locke Lord s 12 other offices, a network that provides an ideal strategic support system for Chinese companies doing business in the world s industrial and financial centers. 2 3

3 CAPITAL MARKETS Our capital markets lawyers have extensive experience representing Chinese companies in a broad array of corporate finance transactions. We assist our clients in structuring, negotiating and resolving the many complex issues that arise in financing transactions, always with a view to providing pragmatic solutions for the client. We advise clients on debt and equity offerings, corporate restructurings and divestitures, mergers and acquisitions and a wide range of other business transactions. Our lawyers advise clients in their interactions and communications with the capital markets, including their disclosure and reporting obligations with the SEC and compliance with stock exchange and other regulatory requirements. In addition, we have particular experience in corporate governance matters. We use our extensive corporate finance and capital markets experience to assist clients in various types of financing, including: Initial public offerings Direct public offerings Alternative public offerings Going private transactions Follow-on stock, convertible security and debt offerings Rule 144A institutional offerings and non-u.s. offerings Shelf and secondary offerings Private investment in public equity (PIPE) financings Venture capital and other private placement financings 4 5

4 M&A, JOINT VENTURES AND CORPORATE TRANSACTIONS Locke Lord is one of the most experienced firms in the U.S. in representing Chinese companies with their corporate matters, including setting up new corporate entities to conduct business in the U.S. as well as joint ventures and mergers and acquisition activities. We are familiar with Chinese regulatory processes as well as the U.S. governmental agency approval issues, particularly the Chinese National Development and Reform Commission (NDRC), Ministry of Commerce of the People s Republic of China (MOFCOM) and State Administration of Foreign Exchange (SAFE) approvals and the U.S. Committee of Foreign Investment in the United States (CFIUS) and Hart-Scott- Rodino Act (HSR). Locke Lord attorneys have represented many Chinese companies in their U.S. investments or acquisition transactions: Represented the first private-owned Chinese company in acquiring a U.S. business aircraft company. Represented the first Chinese company in setting up its oil and gas drilling operations in the U.S. Represented the first Chinese company in acquiring a U.S. helicopter engine producer. Represented several Chinese companies in forming partnership or jointly owned companies to conduct distribution business in several industries including oil and gas drilling equipment, household decorative goods and pipes and valves. Represented several Chinese companies in the acquisition of existing oil and gas production properties in the U.S. Represented Chinese companies in joint ventures with U.S. companies in various industries. Represented Chinese companies in the acquisition of intellectual property and other valued assets. Represented several Chinese companies in the acquisition of commercial real estate in the U.S. Represented many Chinese companies in starting up new companies in the U.S. to distribute products produced by their Chinese affiliates. Represented a number of U.S.-based investment banks and private equity funds in their investments and acquisitions in China. 6 7

5 GOVERNMENT RELATIONS Locke Lord Strategies is a government affairs team made up of bipartisan problem solvers. Our team maintains a deep institutional knowledge of the political processes, power players and forces underlying the American political system. Locke Lord Strategies has a proven track record of representing high level domestic and international clients including foreign governments and international corporations with interests in the U.S. We aggressively identify and pursue legislative and regulatory outcomes on behalf of our clients by providing a range of services including proactively tracking federal legislative and regulatory actions, identifying and developing legislative allies in Congress and in federal agencies, developing outside networks and partnerships of support within the public and private sectors, daily monitoring and reporting of relevant federal legislative and policy issues, and individual outreach to elite powerbrokers. Our lawyers and professionals have the resources necessary to help clients navigate the complex legislative and regulatory infrastructure including the application process with the Committee on Foreign Investment in the United States (CFIUS). The American political arena can be daunting, and the Locke Lord Strategies team has the experience to help our clients successfully navigate its pitfalls. 8 9

6 INTELLECTUAL PROPERTY AND TECHNOLOGY Locke Lord has more than 60 intellectual property (IP) attorneys who provide comprehensive service in all aspects of IP law in the U.S. and Asia. Locke Lord represents domestic and international clients in the acquisition, development, protection and enforcement of IP rights. Our clients include domestic and foreign businesses in the pharmaceutical, biotechnology, energy, banking, telecommunication, transportation, manufacturing, merchandizing, consumer product, software, franchising, consulting and accounting industries, as well as educational institutions. On the transactional side, we are knowledgeable in portfolio management and due diligence, and render legal opinions on IP validity, enforceability and other issues. We handle licensing and technology transfers across borders, and we understand the controls and regulations involving the import and export of goods, software and technology to and from the U.S. On the litigation side, our team has a longstanding record of handling virtually all types of IP protection issues in various federal courts, including patent, copyright, trademark and trade secrets. Our team of international litigators is experienced in International Trade Commission (ITC) issues, including Section 337 litigation, as well as all types of Hatch-Waxman litigation

7 REAL ESTATE AND REAL ESTATE INVESTMENT TRUST Our Real Estate and Real Estate Investment Trust (REIT) attorneys work closely to represent the interests of a wide range of clients, including national governments and governmental agencies, public and private real estate companies including developers, operators, investors, brokerages and service companies REITs, investment and commercial banks, private equity funds and trust companies. More than 100 Locke Lord attorneys focus on real estate matters from the Firm s 13 offices in the U.S., Hong Kong and London. We collaborate across continents and practice areas to provide broad experience and depth to all real estate matters and have closed hundreds of transactions throughout the U.S., Asia, Europe and Latin America

8 COMMERCIAL LITIGATION AND ARBITRATION Locke Lord has extensive experience in representing Chinese clients in disputes involving U.S. law. For more than 10 years, the Firm has assisted Chinese companies and individuals in handling disputes of all kinds and all sizes involving U.S. companies and U.S. law. In every case, we bring our special cultural sensitivity to the real challenges faced by our Chinese clients when they must work within the U.S. litigation process. Our experience has taught us that our Chinese clients can effectively assert their interests in U.S. courts and arbitrations, but that special care and attention is required to make sure that American judges, juries and arbitrators fully understand the Chinese point of view. Examples of our record include: A verdict for a Chinese state-owned petrochemical company sued in federal court in the U.S. in which damages of over $1 billion were claimed. Decisions for our clients in multiple trade disputes in which Chinese exporters sought payment for products sold to U.S. companies. Convincing a U.S. court not to exercise jurisdiction over a Chinese company on the basis of inconvenient forum in a claim arising from allegations of wrongdoing in a third country (i.e., defeating forum-shopping against a Chinese company). Resolving securities litigation issues for Chinese public companies. Assisted Chinese investors in rescinding investments in U.S. companies

9 IMMIGRATION AND EMPLOYMENT VISAS For over a decade, Locke Lord attorneys have obtained employment-based visas and, in some cases, permanent residency for hundreds of Chinese executives and investors. Locke Lord attorneys understand the importance of visa matters for Chinese investors and executives doing business with the U.S. We have seen firsthand our China-based clients prosper in the U.S. market after they obtained the ability to travel freely between the U.S. and China. In light of the everchanging U.S. immigration laws, the increasingly strict scrutiny by the U.S. Citizenship and Immigration Services (USCIS) on each visa petition, and the stepped-up enforcement efforts by the USCIS, our attorneys work hard to monitor and digest case law and stay current with the enforcement trends, and to help clients overcome visa difficulties. While we are proud to have represented some of the most prominent Chinese companies with their visa matters for their Chinese transferees, we also have accumulated experience in representing private Chinese companies initially entering the U.S. market with a small staff. Our attorneys can assist clients in facing the challenges of having a small staff and a lack of business history in the U.S. Our team also assists in EB-5 visa programs. More importantly, in resolving visa issues for our Chinese clients, we also make available our colleagues who have experience in international taxation, intellectual property rights, employment benefits, non-compete, and many other areas of law, whenever such experience is needed

10 TAX SERVICES Locke Lord tax lawyers provide a wide range of tax services for all types of business entities and individual clients. We offer advice on federal, state and local tax matters, handle tax controversies at all levels and counsel tax-exempt organizations. Our tax lawyers work closely with our corporate, employee benefits, energy, insurance and estate planning teams on a wide variety of tax issues. We frequently advise clients on their tax issues in the context of cross-border acquisition projects, new company investments, as well as immigration-related transactions. We help clients minimize their tax obligations while maintaining compliance with the local, state and federal tax rules

11 LOCKE LORD OFFICES NOTES Atlanta Terminus 200, Suite Piedmont Road NE Atlanta, GA T: F: Austin 600 Congress Avenue, Suite 2200 Austin, TX T: F: Chicago 111 South Wacker Drive Chicago, IL T: F: Dallas 2200 Ross Avenue, Suite 2200 Dallas, TX T: F: Hong Kong 21/F Bank of China Tower 1 Garden Road, Central Hong Kong T: F: Houston 2800 JPMorgan Chase Tower 600 Travis Houston, TX T: F: Los Angeles 300 S. Grand Avenue, Suite 2600 Los Angeles, CA T: F: New Orleans 601 Poydras Street, Suite 2660 New Orleans, LA T: F: New York Three World Financial Center New York, NY T: F: Sacramento 500 Capitol Mall, Suite 1800 Sacramento, CA T: F: San Francisco 44 Montgomery Street, Suite 4100 San Francisco, CA T: F: Washington, D.C th Street, N.W. Suite 700 Washington, D.C T: F: London 201 Bishopsgate London, EC2M 3AB DX 567 London/City T: F:

12 NOTES Locke Lord s China Connection Providing Strategic Business Solutions in Asia and the United States Locke Lord LLP disclaims all liability whatsoever in relation to any materials or information provided. This brochure is provided solely for educational and informational purposes. It is not intended to constitute legal advice or to create an attorney-client relationship. If you wish to secure legal advice specific to your enterprise and circumstances in connection with any of the topics addressed, we encourage you to engage counsel of your choice. If you would like to be removed from our mailing list, please contact us at either unsubscribe@lockelord.com or Locke Lord LLP, 111 South Wacker Drive, Chicago, Illinois 60606, Attention: Marketing. If we are not so advised, you will continue to receive brochures. Attorney Advertising. 22 We practice law in Hong Kong through Locke Lord (HK) LLP in association with Cheung & Lee. Locke Lord (HK) LLP is a registered foreign law firm in Hong Kong practicing the law of the U.S. It is affiliated with Locke Lord LLP. Cheung & Lee is a firm regulated by The Law Society of Hong Kong and in association with Locke Lord (HK) LLP. Within the Locke Lord LLP group, partner is used to refer to a member, or an employee or consultant with equivalent standing and/or qualifications as required, of Locke Lord LLP or of any of its affiliated or associated firms or entities Locke Lord LLP

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