OFFICE DESCRIPTION

Hong Kong Office

2206-19 Jardine House 1 Connaught Place Central Hong Kong T: +852 2523 8123 F: +852 2524 5548 E: [email protected]

PRACTICE DESCRIPTION

OVERVIEW Appleby is one of the longest established offshore law firms in Asia. Our approach to advising clients is based on over 40 years of experience operating in what is regarded as one of the world’s most dynamic and vibrant economies. Our clients are diverse, ranging from banks and state owned enterprises, to investment funds, listed companies and high-net-worth individuals. They come to us for help and advice that reaches across eight offshore jurisdictions: expert advice that is delivered in a timely and commercially-minded way, and is always set in the context of understanding how to do business in Asia. Why does that make us an adviser of choice? Simply put, our teams of lawyers and other professionals help clients meet their commercial objectives however complex and whatever the aim, whether it be to grasp an opportunity, manage an unforeseen challenge or to improve business performance.

“Our approach to advising clients is based on over 40 years of experience operating in what is regarded as one of the world’s most dynamic and vibrant economies.”

Clients come to us because they know they will get the dual benefits of: ■  Peace of mind that Appleby delivers the right results for their business through its deep seated expertise ■  Efficiencies delivered because instructing Appleby means they only have to go to one offshore provider We operate from two principal offices in Asia – Shanghai and Hong Kong. From here our teams offer clients an informed and integrated Mainland China practice, combined with established skills and experience of delivering offshore advice and services to the Hong Kong market for over a quarter of a century.

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PRACTICE DESCRIPTION

LEGAL SERVICES Our lawyers advise on offshore law for Bermuda, Cayman Islands, British Virgin Islands, the Isle of Man and Jersey. This includes the establishment of investment funds, special purpose vehicles and structured finance products, insurance companies and insurance products, securitisation, financing transactions and public and private holding companies. Our team can also facilitate the provision of legal advice in Guernsey, Jersey, Mauritius and the Seychelles. We also have a growing private client and trust practice in Asia, and can facilitate the provision of corporate services as required.

Areas of Practice ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

 anking & Asset Finance B Commercial Dispute Resolution Corporate Finance Funds Disputes Funds & Investment Services Insolvency & Restructuring Insurance Insurance & Reinsurance Dispute Resolution Insured Liability Litigation Islamic Finance Private Client & Trusts Property & Construction Litigation Structured Finance Trust & Estate Litigation.

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PRACTICE DESCRIPTION

WHY APPLEBY ■  We understand the complexities of doing business in the Asia market. We have been operating in Asia for over 40 years and have had a physical presence here for 25 years ■  We have an unparalleled presence offshore. This means clients don’t have to manage a large group of advisers for complex, multi-jurisdictional matters and projects

 o other offshore firms operating in Asia can N compete with the quality of our advice, network of offices and the depth of our resources or service

■  We deliver local, regional and international services in Greater China and Asia through a one firm approach. Our clients receive relevant advice in their time-zone. We are one of the only offshore firms in Asia that has the ability to provide a team for each matter with expertise from across eight offshore jurisdictions, regardless of the location of their transaction ■  Our lawyers in Hong Kong are fluent in English, Mandarin, Cantonese and other Chinese dialects as well as Japanese.

■  We are an award-winning team and we have a track record of advising clients on the most complex and market leading deals and structures. ■  Our relationships with leading onshore firms are unrivalled which means clients receive a truly cohesive service to their matter whether it has an onshore or offshore element.  We have a dedicated client relationship programme with our counterparts in the leading onshore firms

“We deliver local, regional and international services in Greater China and Asia through a one firm approach.”

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PRACTICE DESCRIPTION

REPRESENTATIVE WORK Equity Capital Markets

Goodbaby International Holdings Limited

Wison Engineering Services Co Ltd

Advised Goodbaby International Holdings Limited (a Cayman Islands company) in relation to its HK$1.47 billion public offering and the listing of its shares on the Hong Kong Stock Exchange. This deal was nominated as finalist for Equity Market Deal of the Year in ALB HK Law Awards 2011.

Advised Wison Engineering Services Co Ltd (a Cayman Islands company) in relation to its listing on the main board of the Hong Kong Stock Exchange which raised approximately HK$1.67 billion. Underwriters’ over-allotment option was partially exercised, bringing the total amount of funds raised to approximately HK$1.85 billion.

Lumena Resources Corp. Advised Lumena Resources Corp. (a Cayman Islands Company) in relation to its US$170 million global offering and listing of its shares on the Hong Kong Stock Exchange. This transaction was nominated as finalist for Equity Deal of the Year in the IFLR Asia Awards 2010.

Debt Capital Markets CNPC Golden Autumn Limited

China Resources Gas Group

Advised CNPC Golden Autumn Limited (a British Virgin Islands company) in relation to the issuance of RMB guaranteed bonds due 2013 and 2014 in an aggregate principal amount of RMB2.5 billion and RMB500 million respectively. The deal was nominated as finalist for Debt Market Deal of the Year at the ALB China Law Awards 2012.

Advised China Resources Gas Group (a Bermuda company) in relation to its US$1.5 billion global medium term note programme. The deal was nominated as finalist for Debt Market Deal of the Year at the ALB HK Law Awards 2012.

Sinochem Offshore Capital Kerry Properties Limitedand Company Limited Bermuda counsels for Advised Sinochem Offshore Capital Company Limited (a BVI company) in relation to its issuance of 1.8% Guaranteed Notes due 2014 in an initial aggregate principal amount of RMB3.5 billion. This deal was nominated as finalist for Debt Market Deal of the Year in both the ALB HK Law Awards 2011 and ALB China Law Awards 2011.

Mergers & Acquisitions Alibaba.com

Li & Fung

Aluminium Corporation of China

Advised Alibaba.com (a Cayman Islands company and a Hong Kong listed B2B e-commerce company) in relation to its privatisation through a court-sanctioned scheme of arrangement under section 86 of the Cayman Islands Companies Law. The amount payable to effect the privitisation is HK$18.252 million.

Advised Li & Fung (Retailing) Limited (a Bermuda company) in connection with its acquisition of apparel firm Hang Ten Group Holdings Ltd. for US$340.70 million. Appleby banking and asset finance team acted on the financing to the acquisition. This deal won M&A Deal of the Year, Middle Markets in Asia Pacific M&A Atlas Award 2012.

Advised Aluminium Corporation of China (a Jersey company) in its joint venture project with Rio Tinto covering the development and operation of the Simandou iron ore project in Guinea, one of the world’s biggest undeveloped iron ore deposits. This deal won Energy & Resources Deal of the Year in ALB China Law Awards 2011.

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PRACTICE DESCRIPTION

REPRESENTATIVE WORK Banking

International Finance Corporation

China Development Bank Advised China Development Bank in relation to a US$2 billion facility and US$1billion facility to the Alibaba Group to finance the privatization of Alibaba.com Limited (a Cayman Islands company) and a share buy-back arrangement with Yahoo! Inc..

Advised International Finance Corporation (a Bermuda company) in relation to China Wind Power’s guarantee of the facility with a value of US$152 million. This deal is IFC’s first wind power project financing in China and is nominated for Energy & Resources Deal of the Year and Project Finance Deal of the Year in 2011.

Asian Development Bank Advised Asian Development Bank (“ADB”) in relation to a term loan facility of an aggregate principle amount up to US$60 million provided to two whollyowned subsidiaries of China Wind Power Group Limited. This was ADB’s first multi-project financing facility for wind power.

Trust Anonymous

Anonymous

Advised private individuals on the choice of jurisdictions and structuring of their family, charitable and purpose trusts, including the use of Jersey, Cayman STAR, Bermuda purpose trusts and British Virgin Islands VISTA trusts.

Advised a Taiwan company in its establishment of a Bermuda trust and a Bermuda private trust company for its employee share option scheme.

AWARDS & RECOGNITIONS ■ ‘Leading Offshore Law Firm’ recommended by Chambers Asia Pacific Guide 2016 ■ ‘Leading Offshore Law Firm’ recommended by The Legal 500 Guide 2015 and IFLR 1000 Guide 2016

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KEY CONTACTS

Frances Woo Managing Partner +852 2905 5720 [email protected]

Judy Lee Partner Corporate +852 2905 5737 [email protected]

Cameron Adderley Partner Corporate +852 2905 5790 [email protected]

Eliot Simposon Partner Dispute Resolution +852 2905 5765 [email protected]

Fiona Chan Partner Corporate +852 2905 5760 [email protected]

ABOUT APPLEBY Appleby is one of the world’s leading offshore law firms. The Group has offices in the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius, and Seychelles, as well as a presence in the international financial centres of Hong Kong and Shanghai. Appleby has been ranked as one of the world’s largest providers of offshore legal services in The Lawyer’s 2016 Offshore Survey. With over 470 people, including lawyers and professional specialists, across the Group, Appleby delivers sophisticated, specialised services, primarily in the areas of Corporate, Dispute Resolution, Private Client and Trusts, Regulatory and Property. The Group advises public and private companies, financial institutions, and high net worth individuals, working with these clients and their advisers to achieve practical solutions, whether in a single location or across multiple jurisdictions.

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