Introduction of Dacheng Law Office

Introduction of Dacheng Law Office Founded in 1992, Dacheng Law Offices LLP is one of the first and largest partnership law firms in China. For six consecutive years between 2005 and 2010, Dacheng had been awarded by the All China Lawyers Association (ACLA) as an Outstanding National Law Firm, and for three consecutive years between 2009 and 2011, the leading Asia-Pacific magazine Asian Legal Business ranked Dacheng Law Offices as first for both among the Top 20 Chinese Law Offices by Size and Top 50 Asian Law Offices by Size. Since its establishment in 1992, Dacheng has continued to attract numerous diverse and legal talents. Most of our attorneys graduated from prestigious Chinese law schools and other law colleges and universities in USA, UK, France, Russia, Japan and Korea and have ample practicing experience from reputable international law firms. Besides the diverse legal specialties and expertise, a substantial number of Dacheng attorneys have qualifications and educational background in areas such as international trade, finance, architectural engineering, business administration, accounting and taxation. Dacheng attorneys are capable of providing legal services to clients in various written and spoken languages including English, French, German, Japanese, Russian, Korean and Mongolian. Dacheng Law Offices currently comprises more than 2,000 licensed attorneys worldwide. With headquarters in Beijing, Dacheng has established an extensive Global Legal Services Network consisting of more than 50 offices, including a Wall Street Office in New York. Its well-designed online network management platform enables Dacheng to offer seamlessly integrated legal services to its clients on a global basis. Scale is the cornerstone of Dacheng, and specialization is the root of Dacheng. With its sea of talent, Dacheng has become a focused professional practice delivering optimal service that meets client demands in both the international and domestic market. Continuous integration and reform has allowed Dacheng to develop a highly-specialized, organized, and efficient legal services team. At present, the firm's practice areas include: Company, Foreign Direct Investment, Capital Markets, Mergers & Acquisitions, State-owned Enterprises, Finance, Mining and Energy, Real Estate, Intellectual Property, Litigation and Arbitration, Criminal Defense, International Trade and Maritime. Business-building and the establishment of quality control mechanisms has ensured that each department is able to deliver outstanding services that assist clients in maximizing their legitimate

interests. Dacheng Law Offices joined the World Services Group (WSG) as its only member in China. WSG is the world s largest multidisciplinary professional service organization, and its members include many of the world s top law firms, accounting firms, investment companies, financial institutions, and leading professional service providers. With member law firms from more than 100 countries and around 80000 lawyers in total, the global WSG network provides Dacheng with extensive information exchange channels and an interactive platform upon which to launch the firm into the international arena, enabling it to offer more diversified and comprehensive services to a wider range of clients. Dacheng Practice Areas: As a full-service law firm, Dacheng never stops moving forward with the tenet of protecting and maximizing clients interests and commits to provide professional and comprehensive legal services with promptness, quality and efficiency for both domestic and overseas clients. Every attorneys of Dacheng has defined practice areas according to his or her expertise. Usually each of them focuses on two or three specialized practice areas. A working team specialized in practice areas will be formed promptly and tailored to accommodate any clients needs for cross-area legal services. Including: General Corporate Services Dacheng advises clients on business entity formation, modifications and corporate governance as well as day-to-day business management. Over the past several years, Dacheng has developed a series of risk management solutions addressing many legal issues arising during the course of clients ongoing business operations. Dacheng s legal solutions are capable of being integrated seamlessly with clients daily operations. Merger, Acquisition and Corporate Restructuring Merger, Acquisition and Corporate Restructuring is one of Dacheng s premiere practice areas. In recent years, drawing on its considerable experience in these areas, together with its deep understanding of the Chinese legal and regulatory environment and thorough grasp of taxation and financial issues, Dacheng has served as Chief Legal Counsel on many groundbreaking foreign and domestic M&A transactions. These transactions have involved multi-national private enterprises and

publicly traded companies covering a wide range of sectors, including financial, manufacturing, real estate, high-technology, infrastructure, electronic, pharmaceutical and services industries. When representing clients in M&A transactions, Dacheng is particularly adept at helping clients resolve the unique issues associated with China s fast-changing and complex legal and regulatory environment and ensuring that the project is successfully brought to completion. Entrusted with high value, intricate transactions, Dacheng has won high praise from its clients for its, unparalleled resources and efficiency in successfully managing transactions.year after year, Dacheng is consistently ranked by leading industry publications as one of the leading Chinese firms in the field of M&A, and in 2008, Dacheng was named the Banking & Restructuring Practice Firm of the Year by Asian Legal Business. Throughout many years of professional practice, our attorneys have developed strong relationships with regulatory agencies in all facets of government and have been invited to many legislative surveys and industry studies, particularly in the field of M&A. As an industry leader in the field of M&A law, Dacheng has developed trusted working relationships with a great number of top-tier foreign and domestic investment banks, accounting firms, appraisal institutions and third-party facilitators. Securities and Capital Markets Securities and Capital Markets is one of the core practice areas of Dacheng. It has been providing legal services to a significant number of both foreign and domestic companies in relation to their initial public offerings (IPO) and corporate refinancing, advising on matters involving A-shares, B-shares, H-shares, red-chip stock, beneficiary certificates and other kinds of securities on a wide range of stock exchanges worldwide, including the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Hong Kong Stock Exchange, NASDAQ, the American Stock Exchange, the Singapore Stock Exchange, the Tokyo Stock Exchange and the London Stock Exchange. Through their many years of practice, Dacheng s Securities and Capital Markets attorneys have established close working relationships with key players within the industry worldwide, including securities regulators, stock exchange senior executives, as well as auditing and appraisal institutions, enabling Dacheng to provide the highest quality legal services to its clients. In 2011, Dacheng was named as one of the China s Top three IPO Firms of the Year by Investor Journal. Private Equity and Investment Funds Dacheng is on the cutting-edge of the legal fields related to private equity and investment funds. With its highly trained team of specialists and considerable experience in this practice area, Dacheng has provided comprehensive legal services to a large number of well-known Chinese and international

institutional investors and has assisted a considerable number of privately funded companies from their establishment to initial public offering. From initial fund formation to growth, expansion, mergers, acquisitions, and public offering, Dacheng helps clients to meet their specific needs, particularly with regards to cross-border funding requiring both domestic and foreign legal expertise. Dacheng has advised on numerous types of financing transactions, including hybrid equity, convertible debt, and mezzanine financing. In practice, Dacheng is able to design funding frameworks and investment transaction structures based on the needs of its clients and adapted to China s, and other territories legal environments. Dacheng has been successful in creating innovative legal structures for a great many private equity fund clients, as well as those undertaking private investments, and has considerable experience in successfully obtaining government approval for these investment structures. In 2010, Dacheng was honored as the VC/PE RMB Fund Investment Legal Advisor of the Year and the VC/PE RMB Fund Raising Legal Advisor of the Year in the China Venture Capital & Private Equity Annual Rankings. In 2011, Dacheng was awarded VC/PE RMB Fund Investment Legal Advisor of the Year, VC/PE RMB Fund Raising Legal Advisor of the Year and VC/PE- related Domestic M&A Market Legal Advisor of the Year. State-owned Enterprises Restructuring and Property Disposition Transactions involving State-owned Enterprises Given the outstanding quality of its services, Dacheng has become the primary legal services provider for the great majority of state-owned enterprises (SOEs) in China, particularly with regards to the largest state-owned enterprises on the Top 500 Companies of China list. Having positioned itself at the forefront of the field of property transactions related to SOE restructurings and reorganizations, Dacheng is also responsible for various subject studies for the State-owned Assets Supervision and Administration Committee (SASAC), such as Legal Support and Guarantee Study on Making World Class Enterprises, Investigation on Criteria of China State-owned Enterprises Joining GPA, On Commissioned Shareholding of State-owned Asset Management Corporation. Over the course of the past decade or more, Dacheng have been actively involved in the restructuring, reorganization and property disposition transactions of SOEs in China. Fulfilling the important role of chief coordinator in restructuring and reorganization projects, Dacheng s attorneys have been instrumental in enabling Chinese SOEs to successfully complete comprehensive corporate restructuring and property transactions based on the reform and development of the state-owned enterprises. In 2011, Dacheng acted as Chief Coordinator in the overall restructuring of Panzhihua Gangcheng Group Co., Ltd., which was awarded First Prize of National Enterprise Management Modernization

Innovation Achievement of the Year jointly by SASAC, MIIT and CEC. Real Estate & Construction Dacheng is a full-service, integrated firm with a team of outstanding experts in the field of real estate. It has considerable experience in providing full range of legal services to all key stakeholders in major real estate projects (including government agencies, developers, construction companies, lenders, investment banks, real estate trust funds, property owners in owner-occupied construction projects and foreign/domestic investors). More importantly, Dacheng has the ability to quickly put together a cross-areas team of attorneys for timely, accurate, comprehensive legal services. By close cooperation with its own financial, corporate and capital markets specialists, Dacheng s real estate team has been involved in various landmark real estate projects, including merger & acquisition involving real estate companies, formation and investment by real estate investment funds and securitization of real estate assets. As part of its broad range of disputes resolution capacity, Dacheng also has considerable experience in handling real estate disputes. Combining its thorough understanding of all aspects of the real estate market together with its litigation and arbitration team s understandings of judicial and arbitral proceedings, Dacheng effectively protects its clients interests to the greatest extent. Mining, Energy & Resources Mining, Energy & Resources is a practice area in which Dacheng occupies a market-leading position. Dacheng has built a highly efficient team of attorneys with backgrounds in the state-owned resources sector, who are capable of providing superior legal services on a full range of energy and mining projects, including oil and gas, coal-steam gas, new energy resources, and ferrous and non-ferrous metals. Dacheng represented clients in projects in all major mining regions, establishing a first-class reputation and winning broad accolades from its clients. Banking and Finance From its very inception, Banking & Finance has been one of Dacheng's core and strongest practice areas of the firm. Dacheng provides comprehensive legal services to a large number of banking and non-banking financial institutions, both in China and overseas, and has both extensive experience and solid clientele base in the area of finance. Dacheng has deep understanding and knowledge of applicable Chinese laws and regulations in the field of finance, as well as transactional rules and standard practice. With its rich local experience and deep understanding of international rules, Dacheng has assisted a wide range of commercial banks, investment banks, insurance companies, trust companies,

financial companies, funds and other financial institutions, as well as government agencies, in completing a large number of complex financial transactions. Dacheng has developed a series of standardized documentations in respect of banking regulations, insurance products, trusts and all types of loans, placing itself at the cutting edge of the legal services industry in the financial sector. Some of our clients include Chinese-invested banks, joint venture banks, subsidiaries and branches of overseas banks in China, insurance companies, trust companies, finance companies, auto financing companies and lease finance companies. Foreign Direct Investment and M&A Dacheng has considerable professional experience and has been actively involved in assisting foreign investors of their direct investments in China. Our firm has assisted numerous foreign clients with a wide range of investment projects in China, and provided legal advice at each stage of the investment process. Dacheng has been highly effective in enabling its international and multinational clients to adapt their business to the local Chinese environment. Our current clients include a considerable number of Fortune 500 companies and high-profile multinational companies. Dacheng s attorneys advise clients in designing the most effective transaction structures for their investments and evaluating their potential commercial partners and projects through thorough due diligence analysis. In addition, Dacheng assists clients in drafting, reviewing and amending transaction documents, and in representing their interests in the negotiation of contractual terms. Dacheng also has a vast amount of experience in preparing the documents required for Chinese government approvals and in conducting the approval procedures on behalf of its clients. Drawing upon our long-term experience in the field of foreign investment in China, our attorneys are able to develop solutions specifically tailored to the needs of a particular project, protecting their clients interests to the greatest possible extent. Overseas Investment With the Chinese Government s policy of encouraging overseas investments, the scope and volume of offshore investments by Chinese companies has expanded significantly. Dacheng has embarked on its own path of internationalization, establishing branch offices and strategic partnerships in 26 jurisdictions worldwide. Drawing upon its international strength, its cooperative relationships with governments in various countries and jurisdictions worldwide, its strategic partnerships with law firms in foreign jurisdictions and its wealth of international experience, Dacheng is able to provide effective solutions and truly global professional legal services to Chinese clients contemplating foreign investments. Dacheng has already successfully advised a great many Chinese clients in the selection of natural resources, technology, brand names and markets for their investments in foreign jurisdictions. Antitrust and National Security Review

Anti-trust is a newly emerging legal practice area in China and Dacheng stands at the cutting edge of this field, having established close links and clear channels of communication with the Chinese anti-monopoly enforcement authorities. Dacheng's antitrust team has provided efficient, high-quality legal advice on Chinese anti-monopoly law to a wide range of large international and Chinese clients, and has now accumulated a significant amount of on-the-ground experience in handling antitrust matters. Taxation Taxation is one of Dacheng s traditional fields of expertise and one that Dacheng is particularly adept at in today s ever-changing and complex commercial environment. Dacheng has a team of professionals with dual qualifications in accounting, auditing and assets appraisal, leaving it capable of providing professional legal advice on Chinese taxation matters for Chinese and foreign clientele. International Trade Dacheng has been providing professional legal services in the field of international trade for many years, and has amassed a particularly strong reputation with respect to providing legal services to large-scale import/export and trading companies. Through its integrated global legal services network, Dacheng is able to conduct litigation proceedings in both regular and special courts (maritime courts, railway courts, etc.) both in China and in foreign jurisdictions. Dacheng also represents clients in arbitral proceedings before domestic and international arbitral bodies, and has represented a range of parties, including consigners, consignees, holders of bills of lading and holders of waybills. Dacheng s clientele includes midsize and large-scale state-owned enterprises under the State-owned Assets Supervision and Administration Commission (SASAC), as well as multinational companies headquartered in countries and jurisdictions such as the United States, Switzerland, Japan, England, Singapore, Italy, Kuwait and Hong Kong. Dacheng s International Trade practice has handled cases in a wide range of industries, including the steel, metal ore, coal, petroleum, chemical fertilizer, grains, soybean, cocoa bean, machinery and electronics industries. Our extensive practical experience in litigation and arbitration proceedings is exemplified by Dacheng s International Trade attorneys who have won high praise from their peers in the profession. International Trade Remedies & WTO Dacheng has amassed considerable experience in international trade matters, having established long-term cooperative relationships with specialist international trading firms in more than ten jurisdictions, including the United States, the European Union, Australia, India, Korea, Brazil and Argentina. Dacheng cooperates with legal professionals from around the globe to provide high quality legal services for its clients with great tracking record of representing clients in international trade

cases. Admiralty & Maritime Law Admiralty and maritime law is one of the most ancient of all bodies of law, with the legal practice being deeply intertwined with marine transportation, international trade, international clearing, insurance and other related fields. Dacheng s Admiralty & Maritime Law practice is one of its largest practice areas by head count, comprised of a team of professional maritime law experts with distinguished academic backgrounds and rich professional experience. Dacheng s Admiralty & Maritime Law team has advised both foreign and domestic clients on a wide range of issues arising relating to maritime law, international trade, marine transportation, international clearing and marine insurance matters. Intellectual Property Qualified to provide patent and trademark services, Intellectual Property (IP) law is one of Dacheng s premier practice areas. Our IP attorneys have been trained not only in IP law, but in other cross-disciplinary fields as well, and a large number of Dacheng s attorneys hold dual qualifications as both attorneys and patent/trademark agents. Through a combination of extensive practical experience and professional and technical expertise, we are able to provide our clients with optimal solutions for protecting their IP rights and enhancing their core competitiveness. We have provided a broad-range of sophisticated legal services to a large number of Chinese and international clients, with our Intellectual Property practice covering both traditional and emerging fields, including patents, trademarks, copyright, unfair competition, domain name disputes, e-commerce, internet transmission technologies, franchising, film and television, multi-media, and cultural products. Litigation and Arbitration Dacheng is proud to be one of China s premier litigation and arbitration law firms. Many of our partners are registered arbitrators at international, regional and domestic institutions such as the Hong Kong International Arbitration Commission, the China International Economic and Trade Arbitration Commission and the Beijing Arbitration Commission. Our Litigation and Arbitration team has significant experience representing clients in litigation, arbitration and compulsory enforcement proceedings, as well as in handling emergency situations on behalf of our clients. Dacheng has represented both foreign and domestic clients in a number of the of the most influential cases in China, with subjects ranging from civil and commercial disputes to administrative and international disputes and involving most major industries. Our team of attorneys is equally adept at resolving disputes as we are at using our hard earned wisdom to help clients navigate and settle disputes, thus reducing the costs of dispute resolution to the greatest extent possible. We strive to

provide our clients with clear and direct advice, combining our international perspective and deep local experience to provide practical and strategic advice in an efficient and effective manner thereby maximizing our client s interests and resources. With language capabilities, cultural understanding, ability to communicate effectively, professionalism, dedication and efficient internal cooperation structure, Dacheng has won praise and commendation from foreign and domestic clients. Criminal Defense Criminal defense has traditionally been an area of strength for Dacheng. As part of our strategic goal of standardization, enhancing its scale, professionalism and recognition, Dacheng s Criminal Defense practice operates as a stand-alone practice area independent of its other litigation and dispute resolution practices, and staffed by a team of specialist attorneys dedicated to the defense of corporate and white-collar crimes. All members of Dacheng s Criminal Defense team are experienced attorneys with an intricate knowledge of both corporate and criminal law, and having graduated from elite universities with the majority holding post-graduate degrees in criminal law or criminal procedure law. In addition to their solid intellectual and theoretical foundation, a number of Dacheng s Criminal Defense attorneys have considerable experience working in criminal prosecution and court proceedings for the State (Public Security Bureau, the People s Procuratorate or the People s Courts). Dacheng s attorneys are experts at dealing with the most significant, challenging and complex corporate criminal cases. Labor Law Dacheng has a profound appreciation of the importance of labor law issues to its clients and attaches high importance to the quality of its services in this area. Dacheng s attorneys have considerable experience assisting their clients in establishing appropriate employment and human resources management structures and in handling day-to-day labor issues such as labor contracts. Dacheng also has significant experience handling a wide range of labor disputes in the context of the current Labor Law. Dacheng Technical Trade Markets: Dacheng has established a global legal service network integrating organization, information, service and management networks into a high-speed information exchange platform, providing extensive service resources, marketing channels and quality control measures. With the concentration of global scientific and technological intelligence and resources, Dacehng law

office is dominant in the application, enquiry, transferring & licensing, and complaints handling of patents, trademarks, and copyrights. Dacheng has strong belief to serve CSITF with professionalism, long-term effect, comprehensiveness and convenience. In addition to the services in intellectual property protection, Dacheng will also provide services in technology transfer, licensing, venture capitals and private equity funds consultation. Dacheng has gathered professionals from governments, enterprises, institutes, and has close cooperated with governments, industry institutions, high-tech parks, manufacturing enterprises, research organizations and universities. After years of efforts, Dacheng has accumulated a wealth of information and experiences about the Technical Trade Markets. We are looking forward to provide domestic and foreign enterprises a full range of legal services in technical transfer area in the near future. Dacheng s Global Network of Domestic Offices Beijing, Changchun, Changsha, Changzhou, Chengdu, Chongqing, Fuzhou, Guangzhou, Harbin, Haikou, Hangzhou, Hefei, Hohhot, Huangshi, Jilin, Jinan, Kunming, Nanchang, Nanjing, Nanning, Nantong, Qingdao, Suzhou, Shanghai, Shenzhen, Shenyang, Tianjin, Taiyuan, Wuhan, Wuxi, Urumqi, Xining, Xiamen, Xi'an, Yinchuan, Zhengzhou, Zhoushan, Zhuhai Dacheng s Network of Overseas Offices Hong Kong, Taiwan, Paris, New York, Singapore, Los Angeles, Chicago, Tel Aviv, Lisbon, Hanoi, Warsaw, Kuala Lumpur, Phnom Penh, Stockholm, Rome, Sydney, San Diego, Mumbai, Buenos Aires, Vienna and Budapest, Newport beach, Seoul, Dublin, Tehran Cooperative Institutions érez ALATI, GRONDONA, BENITES, ARNTSEN & MARTíNEZ DE HOZ (h) (Argentina) WHGC, P.L.C. (California) HBS Law (Cambodia) Cariola Diez Perez-Cotapos & Cia. Ltda. (Chile) Christine M. Koo & Ip, Solicitors & Notaries (Hongkong) BRUS CHAMBERS Advocates & Solicitors (India) LS Lexjus Sinacta (Italy) Jeff Leong, Poon & Wong Advocates & Solicitors (Malaysia) Lukowicz Swierzewski & Partners (Poland) PLMJ A.M. PEREIRA, SáRAGGA LEAL, OLIVEIRA MARTINS, JúDICE E ASSOCIADOS, SOCIEDADE DE ADVOGADOS, RL, (Portugal)

SEBIT Partners(Seoul) Advokatfirman Delphi (Sweden) Australia Minter Ellison (Sydney) QMN LAW FIRM LIMITED (Vietnam) BRANDI Rechtsanwalte(Germany) Contact Us: Project Manager Shi Bing,Wang(Partner) 24/F,Shanghai World financial center,100 Century Avenue,Pudong New Area, Shanghai 200120,China Tel: +86 21 5878 5888 Dir: +86 21 2028 3255 Fax: +86 21 2028 3853 Mobile: +86 131 6253 8350 E-mail: shibing.wang@dachenglaw.com Beijing,, Tel:+86 10 5813 7799 Fax:+86 10 5813 7788 Website: www.dachenglaw.com Shanghai 24/F,Shanghai World financial center,100 Century Avenue,Pudong New Area, Shanghai 200120,China 5/F, 30/F, China Development Bank Tower,500 Pudong South Road, Shanghai 200120, P. R. China Tel: 86-21-5878 5888 Fax: 86-21-5878 6218 Website: www.dachengnet.com