An Introduction to Dorsey & Whitney LLP: - PowerPoint Presentation

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An Introduction to Dorsey & Whitney LLP:Representation of Chinese Companies Doing Business in the United StatesIncluding International Trade, Customs, 337, Patent and US Litigation MattersNovember 2013Slide2

Asia Practice: Offices and ServicesDorsey & Whitney’s Hong Kong and Shanghai offices provide a wide range of world-class international corporate legal services to multinational and regional companies operating throughout Asia and the Pacific Rim, particularly in China. Hong Kong OfficeOpened 1995 Twelve resident lawyers, most of whom are licensed to practice in Hong Kong. Also includes attorneys licensed to practice in the PRC, the US, Australia, England & Wales, New Zealand and Canada.Staffing includes lawyers who are fluent in English, Mandarin, and Cantonese.Headquarters of the firm’s Asian regional practice, housing centralized experience and resources.

Shanghai Office

Opened 2001

Nine resident lawyers, some of whom are PRC natives, including lawyers licensed to practice in the PRC, Hong

Kong,

the US, England and Wales, and New South Wales.

Mr. Walter F. Mondale

, Senior Counsel at

Dorsey & Whitney and former US Vice President

and Ambassador to Japan, was the guest of honor

at a state reception in 2000 hosted by then

Chinese President Jiang

Zemin

.Slide3

Trusted Advisor to Chinese Companies (Within Past 3 Years)

太平洋（宝飘）集团

Pacific

Bepure

Industry (PBEP

)

Beijing Everbright Industrial Co.

(

中国

)Slide4

International Trade and CustomsEmily Lawson is a senior attorney in Dorsey’s Trial department. She formerly was an attorney in the Office of the Chief Counsel for Import Administration, US Commerce Department. She has an active practice in trade remedy proceedings before Commerce and the ITC, and in related trade litigation before US trade courts. She also assists clients with U.S. Customs matters and has experience in major areas of customs law, including classification, protests, prior disclosures, seizures and penalty defenses. Ms. Lawson frequently represents foreign manufacturers and exporters and U.S. importers in AD/CVD investigations and reviews before Commerce and the ITC covering a wide variety of industries, including steel, replacement automotive parts and industrial chemicals. She also works with clients to address core U.S. Customs compliance issues, responding to Customs inquiries and defending importers in proceedings on penalties/liquidated damages and against seizures. 

Emily LawsonSenior AttorneySeattle Office

(

206)

903-2371

l

awson.emily@dorsey.com

Frank Hong

Partner, Trade and Customs

Shanghai Office

(86-21)

6135-6147

hong.frank@dorsey.com

Frank Hong’s practice

focuses on advising international companies on their direct investments into China as well as

emerging

Chinese multinational corporations on their outbound investments and other aspects of doing business abroad,

especially in

the United States.

He has

substantial experience in cross-border M&A, intellectual property, international trade and Customs (both

in China and the US). Trained

as a commercial litigator during his first three years of practice in the United States, Mr. Hong has always been involved in the practice of dispute resolution on both sides of the Pacific. He regularly interacts with various government agencies in China at central, provincial and local levels. He also frequently writes legal commentaries for leading national newspapers and magazines in China.

William

PerryPartner, Trade and CustomsSeattle Office(

206) 903-8894perry.william@dorsey.comwww.uschinatradewar.com

Bill Perry, a

Dorsey partner, used to work in the Office of General Counsel, US International Trade Commission (“ITC”) and Office of Chief Counsel and Office of Antidumping Investigations, US Commerce Department. Since 1991, Mr. Perry has won more than fifty antidumping and countervailing duty cases (“AD/CVD”) for Chinese companies and US importers, including successful representation of Chinese producers in the Windshields and Brake Drums and Motors antidumping cases. In the Silicon Carbide case, he persuaded the Commerce Department to give Chinese state-owned companies their own separate dumping margins. Mr. Perry has been able to get 0s for Chinese companies in the PVA,

Sebacic

Acid, Wooden Bedroom Furniture, Bags, Saccharin and recently Crawfish antidumping cases. In the Solar Cells from China case, he was able to persuade the ITC to reach a negative determination on critical circumstances, eliminating potentially $100 million in retroactive liability for US importers.  

 Slide5

International Trade and Customs – Capabilities Dorsey’s Import Trade practice provides US importers/producers and foreign exporters/producers assistance on a full range of import trade and customs matters. The firm’s lawyers regularly assist clients with issues before the US International Trade Commission (“ITC”), the US Departments of Commerce (“DOC”) and Justice, US Customs and Border Protection (“CBP”) and other federal agencies that deal with international trade regulation, and in related appeals before the US Court of International Trade and the US Court of Appeals for the Federal Circuit. Antidumping and countervailing dutyWe assist US

importers, producers, and foreign manufacturers in complying with US import trade remedy (i.e., antidumping and countervailing duty), laws and regulations. Dorsey’s trade lawyers have won more than fifty antidumping and countervailing duty cases before the ITC and the DOC.China

trade actions

Dorsey’s

trade lawyers have particular experience representing

US

importers and Chinese exporters in “non-market economy” antidumping and countervailing duty proceedings on products ranging from steel, metals, and chemicals to agricultural and seafood products.

Customs compliance and enforcement We have experience in the major customs law areas before CBP, and advise US importers and other clients on customs classification, protests, prior disclosures, customs penalty defenses, defenses of liquidated damages claims, preferential duty programs and valuation.

Intellectual property trade enforcement proceedings

We

represent

clients in Section 337 actions before the ITC, which involve the import of products allegedly infringing

US

patents, trademarks, and copyrights. Dorsey’s trade lawyers, with extensive experience in ITC proceedings, work closely with Dorsey IP/patent lawyers to present the best possible case for

our

clients.

Safeguards

We assist clients in trade remedy actions before the ITC and the United States Trade Representative’s office (“USTR”) brought to impose tariffs or quotas on imports alleged to be injurious to US domestic production.

Trade policy and legislation

We advocate before the legislative and executive branches of the US government to resolve trade issues and promote passage of tariff refund, and tariff suspension or reduction legislation.Slide6

Representative International Trade Commission 337 Cases In the Matter of Point-to Point Network Communication Devices and Products Containing Same Currently representing large Japanese electronics manufacturer in Section 337 investigation involving In re Certain Motion-Sensitive Sound Effects Devices and Image Display Devices and Components and Products Containing Same: Represented Japanese electronics manufacturer in Section 337 investigation involving display characteristics of laptop and tablet computers. Successfully negotiated license on very favorable terms for client.In the Matter of Certain Electrical Discharge Machinery Apparatus (AGIE v. Sodick Ltd.) (ITC) Won a settlement as counsel to Japanese respondent in section 337 proceeding concerning machine tool patent of Swiss competitor. In the

Matter of Certain Bearings and Packaging Thereof (ITC) Won settlement in a gray market trademark infringement case relating to the importation of bearings into the United States.In re to Hangzhou Shinye Orthodontic Products Co.,

Ltd

.

Currently

representing Hangzhou

Shinye Orthodontic Products

in a patent and trademark infringement defense case pending in US District Court (Northern District of Illinois).

In the Matter of Organic

Photoconductor Drums and Products Containing the

Same

Successfully represented a Taiwan company in Section 337 intellectual property case.

In the Matter of Amino Acid Formulations for Liver Disease

(American Hospital Supply Corp. v.

Travenol

Laboratories) (CAFC)

In the Matter of Certain Products with Gremlin Character Depictions (Warner Brothers, Inc. v. US International Trade Commission) (CAFC)

In

the Matter of Certain Glassware (ITC) Successfully represented the Complainant, Boston Beer Corporation, in a 337 enforcement action involving two design patents directed to Boston Beer’s Samuel Adams beer glass. The investigation was resolved with a consent order precluding further importation of the accused glasses.

In the matter of Certain Universal Serial Bus (“USB”) Portable Data Storage Devices

(ITC) Successfully represented Respondents Imation and IronKey in an investigation involving allegations of infringement of three utility patents and one design patent directed to USB memory sticks. After months of hard-fought litigation, the Complainant withdrew its complaint the night before the hearing was to commence, resulting in an initial determination terminating the investigation in favor of our clients.Yamaha et al. v. Bombardier et al.

(ITC; Fed. Cir.) Won settlement after trial, before ruling, for respondents, Bombardier, Inc., et al, in a 337 action brought by Yamaha Motor Company, Ltd.In the Matter of Personal Computers with Memory Management Information Stored in External Memory (Intel

Corp.v. TwinHead et al.) Represented Taiwanese computer manufacturer in patent-based Section 337 investigation initiated by Intel Corp. concerning patented microprocessor technology. Won summary judgment before trial dismissing the proceeding.

In the Matter of Certain Electrically-Resistive Monocomponent Toner and “Black Powder” Preparations Therefore (ITC) Respondents’ counsel in Tariff Act Section 337 proceeding involving claims that respondents’ importation and sale of copier toner constituted unfair acts and unfair methods of competition by reason of alleged conduct actionable under US

antitrust laws and under common law and statutory law of unfair competition; claims dismissed by ITC.Slide7

US Litigation for Chinese CompaniesJ Jackson’s practice focuses on securities litigation, trade secret and unfair competition litigation, antitrust, patent, trademark, and complex commercial litigation. He actively represents clients in large securities class action lawsuits and other complex securities litigation involving, among other things, public offerings, private placements, corporate takeovers, and officer and director liability. Mr. Jackson’s experience also includes representing broker-dealers, investment advisors, and trust companies in court and arbitration actions throughout the country, as well as with regulatory investigations before the Securities and Exchange Commission, FINRA, and other federal and state regulators. His practice also concentrates in trade secret and unfair competition litigation, as well as other complex commercial and consumer rights disputes, including claims involving the antitrust laws, RICO, and consumer rights statutes. He has tried well over 70 cases to verdict before juries, judges, administrative panels, and arbitrators.   

Lanier Saperstein is a partner in the New York office of the Firm. He has a broad international practice representing foreign financial institutions in litigation and regulatory matters, particularly those involving cross-border and extraterritorial issues. He has experience in matters relating to

US

securities laws, federal and state banking regulations, the UCC, the civil provisions of the Antiterrorism Act, the US Bankruptcy Code, the enforcement of subpoenas, asset restraints and judgments impacting conflicts of law analysis, as well as international discovery under the Hague Convention

.

Mr. Saperstein also writes extensively on topics impacting international financial institutions and speaks regularly on those topics in both China and the United States.

J

David Jackson

Partner, Trial

Minneapolis Office

(612) 340-2760

jackson.j@dorsey.com

Geoff Sant

is

Special Counsel

in Dorsey’s Trial group. He works

on a broad range of commercial, corporate and banking litigation and

transactions, many on behalf of Chinese companies. Mr

.

Sant’s

recent successes on behalf of Asian clients range from winning regulatory approval for the new U.S. branch for a major Chinese bank; successfully helping a Chinese company to delist from a U.S. exchange; and obtaining dismissals of lawsuits against a large number of international banks and companies. Mr. Sant is a Director of the Chinese Business Lawyers Association. He is a frequent commentator on legal issues for major Asian

media and is credited with accurately predicting the 2010 wave of investigations and securities litigation against Chinese companies in a series of interviews in 2008 and 2009 on CCTV, Phoenix Television, and Global Times. Mr. Sant is a native English speaker and is fluent in Mandarin Chinese, Japanese, and Spanish.  

Geoff Sant

Special Counsel, Trial

New York Office

(212) 735-0781 sant.geoff@dorsey.com

Lanier Saperstein

Partner, Trial

New York

Office

(212

) 415-9385

saperstein.lanier@dorsey.comSlide8

Paul Meiklejohn has over 35 years of experience litigating patent infringement matters, including before the ITC. A former clerk to the CCPA (predecessor to the Federal Circuit), Mr. Meiklejohn is ranked in Band 1 by Chambers USA and is consistently named as a Super Lawyer in the area of intellectual property litigation. He has numerous published decisions both at the district court and appellate level in a variety of cases covering a wide range of technologies. He has been lead trial counsel in numerous patent infringement litigations at the ITC and

in federal courts all over the country. During the last decade, his work has been directed almost exclusively to the defense of Asian companies in patent infringement actions in the federal courts and the

ITC.

Amy

Xu

has been practicing in the technology and IP areas of law for nearly 18 years, helping companies with their information technology transactions including patents, trademarks, copyrights, Internet E-commerce related acquisition, and licensing. Ms.

Xu

has been a speaker on patent and

other intellectual property

issues in China at forums sponsored by the United Nations and American Intellectual Property Law Association (AIPLA). She is also a member of

AIPLA and

the International Trademark Association and is a patent attorney before

the US

Patent and Trademark Office.

Ms.

Xu

is also admitted to the Court of Appeals for the Federal

Circuit. She routinely advises clients in the

US and throughout Asia and is fluent in Chinese.

Paul MeiklejohnPartner,

IP LitSeattle Office(206) 903-8746 meiklejohn.paul@dorsey.com

Min

(Amy) S.

Xu

Of Counsel, IP LitigationMinneapolis Office(612) 752-7367 xu.amy@dorsey.com

US Litigation for Chinese CompaniesSlide9

Trial and Litigation – Capabilities IP Litigation – Technical ExpertiseOur attorneys are experienced in aggressively representing clients in patent litigation on both the plaintiff and defendant side. Our patent litigators regularly collaborate with “Joint Defense” and “Common Interest” groups of similarly-situated co-defendants and potential defendants to obtain optimal results for our clients. Dorsey’s intellectual property lawyers have the technical skills to provide the relevant knowledge required in technological advances and convergences, offering our clients a solid understanding in diverse industries and arts. Many of our lawyers have advanced technical degrees, including Ph.D.s, in various technical disciplines including the following:

Areas of Expertise

Dorsey’s Trial lawyers have significant experience in a number of arenas including:

Complex

commercial disputes

Products liability litigation

I

ntellectual property litigation

I

nternational tax litigation

Securities and financial services litigation

Antitrust litigation

Clients

rely on our strategic approach to minimizing risk, winning lawsuits, and

–

if possible

–

keeping clients out of court altogether.

Biochemistry

Biomedical

Engineering

Chemical Engineering

Computer

Engineering Computer Science

Electrical Engineering

Mathematics

Mechanical Engineering

Microbiology

Nanotechnology

No business welcomes

conflict. When

disputes do arise, trying – and winning – cases is in the Dorsey & Whitney DNA.

The 180 attorneys in our Trial Group

have the

skill, experience, and judgment

to be highly

effective in winning dismissals and summary judgment, defeating class certification, obtaining favorable settlements, and finding creative and cost-effective resolutions for matters of all sizes and degrees of complexity

.Slide10

Chinese Corporate Catherine Pan-GiordanoPartner, Corporate New York Office(212) 415-9383 pan.catherine@dorsey.com

Catherine Pan-Giordano

is a Partner in Dorsey's Corporate

group and a member of the Firm’s Asia Pacific practice group, focusing primarily on China. Her

practice

focuses

on corporate and securities law, equity and debt financing, mergers and acquisitions, venture capital and private equity financing. She routinely serves as outside general counsel to clients.

She has significant PRC law experience and has worked extensively on common legal issues faced by Chinese companies doing business overseas and US and European companies doing business in China. In representing clients, Ms. Pan regularly interacts with the SEC, FINRA, NYSE, NASDAQ, major rating agencies, insurers and various Chinese government agencies, including the Ministry

of Commerce, Administration

of Industries and Commerce, Administration of Foreign Exchange and Tax Bureaus.

She also has notable experience in representing US listed Chinese companies in going dark and going private transactions.

10

Peter Corne

Partner, Corporate

Shanghai Office

(

86-21) 6135-6188 corne.peter@dorsey.com

Peter Corne

has

specialised

in the area of Chinese corporate, commercial and regulatory practice for many

years and

is a pioneer in the area of anti-trust in

China. He

has acted for a number of major corporate clients such as Coca-Cola,

Hershey, Mitsui & Co, MWV, Itochu, Marubeni, Alcatel, SPX, Syngenta, Sumitomo Chemical, Tata Group, Flint Group, Becton Dickenson, Intel, Asahi Chemical, Toshiba and BOC Gases.

He is a noted authority on PRC administrative law and the foreign investment process, having authored a critically acclaimed book on the subject. He headed the legal working group of the European-China Chamber of Commerce in Shanghai for five years, during which time he helped initiate a joint training program involving the Law Society of England and Wales and the Shanghai Bar Association under an MOU signed with the Ministry of Justice. Mr. Corne is currently a member of the Shanghai International Arbitration Center' (SHIAC's) panel. He speaks fluent Chinese and Japanese.

Simon Chan

Partner, Corporate

Hong Kong

Office

(852)

2105-0273 chan.simon@dorsey.com

Simon

Chan is a corporate partner based in our Hong Kong office. He

speaks English, Chinese and Mandarin and is admitted

to practice law in Hong Kong, New York and England and Wales. Mr. Chan represents private equity firms, investment banks, Fortune 500 corporations and venture

capitalists

on a wide variety of international and domestic corporate

matters,

including corporate finance, cross-border M&A, private equity transactions and complex corporate

transactions.

Mr

. Chan has deal experience spreading across USA and Asia, including China, Hong Kong, Japan, Taiwan, Macau, Malaysia, Korea and Indonesia.

He is

the co-author of the ABA publication titled ‘A Legal Guide to Doing Business in the Asia-Pacific

'. Mr

. Chan has worked on a number of high profile transactions in Hong Kong, United States and

Asia, including global

M&A transactions

valued in the range of US$30

million to around US$1

billion. Slide11

AppendixSlide12

Recent Litigation for China-Based Clients (Past 3 Years)Currently representing top-4 Chinese bank in the largest litigation in the bank’s history. (S.D.N.Y.) We currently represent one of China’s four largest banks (and one of the PRC’s ten largest companies) in the largest litigation in the bank’s history. Our client was sued for one billion USD in a suit based on the Anti-Terrorism Act. After the bank’s original defense counsel lost a motion to dismiss, we replaced the original defense team and have handled the US discovery process. The litigation team we assembled included three dozen Chinese-fluent attorneys, two attorneys who teach and publish on banking litigation, as well as a former district attorney, state, and federal judge.Won on motion to dismiss in litigation on behalf of leading Chinese bank. (NY State) We represented one of China’s four largest banks in defending a multi-million dollar suit that had been brought against multiple PRC banks. We argued that the lawsuit against our client should be dismissed on statute of limitations grounds. The other PRC banks (represented by a different law firm) did not make this argument. The judge agreed with our argument and dismissed the lawsuit against our client based on the statute of limitations (but did not dismiss the case against the other banks on this ground).Represented Chinese export companies in obtaining settlement from US competitor. (Ohio, NY, and S.D.N.Y.) In representation of Chinese export companies, handled multiple breach of contract disputes against a US company in a variety of US courts. We defeated several attempts by the US company to move the litigation to its local court system. After winning a ruling from a federal judge that the US company would have to pay our attorney fees for portions of the litigation, we obtained a favorable seven-figure settlement payment to our clients. Currently representing Chinese clothing company in multiple litigations. (California, Georgia) We are currently representing a Chinese manufacturer in defending a securities class action lawsuit brought in California. We are simultaneously representing the company in Georgia in a breach of contract suit against its US-based consultants.

Obtained dismissal of suit against NASDAQ-listed Chinese company. (S.D.N.Y.) Defended Chinese company in breach of contract employment litigation brought by a former executive and US citizen. Despite a contract that the plaintiff argued was unambiguous

and despite a US plaintiff and a contract calling for payments in US dollars through the company’s US office,

we obtained dismissal of the case in favor of the Chinese court system.

Won $18 million judgment for Chinese company in suit against US joint venture partners.

(California federal court) On behalf of Shanghai Automation Instrument Co., we won $18 million in damages in lawsuit against American joint venture partners for breach of the JV agreement and breach of fiduciary responsibilities.

Currently representing top-4 Chinese bank with victory at trial court level and ongoing appeal.

(Second Circuit) Represented one of China’s largest banks (and top-10 Chinese company) in litigation victory at the trial-court level. The case involved our defense of the bank against an attempted seizure of assets supposedly linked to North Korea. A different bank, sued under the exact same theory, but represented by a different law firm, lost at the trial-court level. The Second Circuit is hearing appeals in both cases to resolve the different results, and we are currently handling the appeal on behalf of our client.Slide13

Recent Litigation for China-Based Companies (continued)Currently handling patent and trademark infringement litigation on behalf of Chinese manufacturer. (N.D. Ill.) We currently represent a Chinese manufacturer in a patent and trademark infringement in the Northern District of Illinois.Currently representing PRC television production company as plaintiff in copyright infringement litigation. (C.D. Cal.) We are currently representing Beijing Ciwen Film and Television Production Co., Ltd. in a copyright infringement litigation against New Tang Dynasty.Currently representing Chinese defendants in litigation regarding going dark transactions. (NY State) We represent China Sure Water and individual defendants in litigation regarding a going dark transaction.Currently representing Chinese company and individual defendants in NY federal litigation. (S.D.N.Y.) We represent ZST Digital Networks and individual defendants in a litigation in NY federal court based on a going dark transaction.Currently representing Chinese construction company in litigation defense.

(NY State) We

represent

Chinese companies Riverside Holding Group Corp., D&N Management Corp., and an individual defendant in a construction litigation in NY State.

Represent top-4 Chinese bank in multiple judgment enforcement and attachment cases.

We

represent

a top-4 Chinese bank (and one of the PRC’s largest companies) in multiple matters involving judgment enforcement and attachments.

Represent PRC company in breach of contract suit, including appeals to the Supreme Court of the United States.

(Ninth Circuit; U.S. Supreme Court) We represent Beijing

Everbright

Industrial Co. in a breach of contract suit brought by an Oregon company. We handled litigation in Oregon federal court and in the 9th Circuit Court of Appeals; we also represented the company in writs of certiorari to the United States Supreme Court.

Represent Shanghai-based trading company in commercial litigation before NY federal court.

(

S.D.N.Y

.) We have been handling a commercial litigation for Talent Creation Ltd., a Shanghai trading company, in NY federal court.

Represent Chinese company in California federal court litigation.

(C.D. Ca.) We are representing Zhejiang

Zhongda Group Co., Ltd., in a commercial litigation in the Central District of California.

Representation of Chinese company in international arbitration. (London Metals Exchanges) We are representing China National Resources Corporation as plaintiffs in a multi-million USD arbitration regarding unauthorized transactions by a trader.

Represent number-one largest PRC company in multiple litigation and regulatory matters. We have successfully represented Industrial and Commercial Bank of China, the most profitable company in the world, in multiple litigation and regulatory matters in the United States.

Represent international PRC bank in first-ever subpoena response in the US. We successfully represented one of the top-4 PRC banks in its first-ever response to a subpoena in the United States.Slide14

China DealsAdvising Coca-Cola and Beverage Partners Worldwide (a JV between Nestle and Coca-Cola to sell tea and coffee) as their counsel in China on the proposed acquisition of a carbonated and bottled water manufacturer in Shanghai and the acquisition and restructuring of a non-carbonated beverage manufacturing facility in Dongguan.Represented a global private equity firm, DST Global Limited, in its significant investments in Alibaba Group, 360buy.com and Xiaomi Corporation.Advising China National Petroleum Corporation on a significant offshore oil & gas acquisition in the Middle EastAdvising Citigroup on the Citigroup-led consortium’s acquisition of a stake in Guangdong Development Bank.Advising Intel on the merger of Intel China and Trillium (two entities in Shanghai).Represented largest private Chinese printing company, Duoyuan Printing, Inc. (formerly NYSE), in its $24 million PIPE offering in the United States.Advised a Hong Kong client on the acquisition of a printer and manufacturer of hand made books, specialty packaging and other paper products. Represented a Missouri-based manufacturer of packaging equipment with its negotiated acquisition of interest in privately-owned PRC-based packaging company. Represented significant stockholders of China Biologic Products, Inc. (NASDAQ) in sale of approximately $40 million worth of shares to Warburg

Pincus.Represented audit committees and executives of various Chinese public companies (including Puda Coal, Inc. and China Biologic Products, Inc.) in internal and SEC investigations, securities class actions and derivative lawsuits.

Advised CITIC Securities Corporate Finance (HK) Limited as special US counsel in the Regulation S placement of PAX Global Technology Limited (US$118 million).

Advised

SouthGobi

Energy Resources Ltd. as special U.S. counsel with respect to its Rule 144A offering (US$438 million).

Advised Xiao Nan

Guo Restaurants Holdings Limited, the largest self-owned mid-to high-end Chinese cuisine full-service restaurant chain headquartered in the PRC, as special U.S. counsel in its Hong Kong IPO and concurrent Rule 144A / Reg S offering (US$65 million).Advising BNP Paribas Capital (Asia Pacific) Limited as special U.S. Counsel in the proposed Rule 144A offering of a PRC steel pipe manufacturer.

Advised

Solargiga

Energy Holdings Limited, a PRC-based silicon wafer manufacturer, as special U.S. counsel with respect to its Rule 144A offering (US$125 million).

Dorsey lawyers have acted in a variety of roles in many transactions involving

China, including

the

following

(in some cases, while practicing at a prior firm):Slide15

China Deals (continued)Advised Sino Gold Mining Limited, an Australian-based PRC gold mining company, in its secondary listing and initial public offering in Hong Kong (US$114 million).Advised Computime Group Limited, a Hong Kong-based automation controls and device provider, as special US counsel in its Rule 144A offering (US$58 million).Represented a large PRC state-owned alumina producer in the friendly take-over bid for a Canadian mining company.Represented a leading PRC-based lighting systems manufacturer in its acquisition of a foreign-invested PRC company engaged in the manufacture of lighting tubes for energy-saving lamps.Represented a PRC- and US-based molecular diagnostics company with the sale of its PRC-based business unit to a PRC buyer. Represented a Hong Kong-based supplier of electronic control systems in the purchase of assets from an Ohio-based electronics company.Represented a Hong Kong-based toy products company in the purchase of a distressed California-based seller of famous-brand recreational products from a private equity group and a lender.Represented a Hong Kong-based hygienic services company in the sale of its assets to a subsidiary of a Denmark-based multinational provider of facility cleaning and related services.Assisting a Hong Kong listed catering company in acquisition of primary product suppliersRepresented a Michigan-based manufacturer of automotive parts in its purchase of a majority interest in one of the world’s largest automotive brake drum and rotor manufacturing companies based in PRC, and joint venture strategic alliance with PRC partner to develop its automotive filter business.

Represented a NASDAQ-listed, Minnesota-based global logistics services company in multiple acquisitions of PRC-based freight-forwarding and related companies.Represented an Ohio-based supplier of handling equipment for very low-temperature industrial gases in its purchase of the entire equity in a well-known PRC domestic liquid-nitrogen container company.Represented an Oklahoma-based provider of power generation equipment in the auction sale of its Nanjing-based heat-recovery boiler business unit to a European buyer.

Represented a South Korean manufacturer of heavy industrial products in the investment in a Hong Kong company providing shipping and logistics services.

Represented a NYSE-listed, Minnesota-based supplier of data storage media in its acquisition of the global data-storage business of a large Japanese manufacturer, including PRC business unit.Slide16

China Deals (continued)Represented a NYSE-listed, Minnesota-based meat-processing company with its negotiated acquisition of privately-held meat-processing company based in Qingdao.Represented ASX- and HKSE-listed Australian company with gold mining operations in China with the acquisition of its shares by a major Canadian gold mining company. Represented a Minnesota-based supplier of rubber products to plumbing-fixture and automobile manufacturers with its acquisition of minority in interest in Hong Kong joint venture company with subsidiary operations in PRC. Represented a Danish company in its acquisition of a global business segment, including operations in Hong Kong, China, Thailand, Malaysia and Australia, from a Swedish-based multinational manufacturer of home appliances.Advised and represented a United States company in the acquisition of a controlling interest in an industrial-gas equipment manufacturing joint venture company in China.Advised and represented a large United States manufacturer in the acquisition of a majority share in a Chinese joint venture, including negotiation of the acquisition agreement with the selling shareholder and a new joint venture contract with the Chinese shareholder.Represented a San Francisco-based investment fund in its acquisition of interests in multiple entities in mainland China, including a software company, a reefer factory, a fiberglass manufacturer, a medical device company, a financial software and e-commerce provider and a semiconductor foundry.Represented another San Francisco-based investment fund in its acquisition of a steel mill, a soy milk factory and a candy company, all in mainland China.Assisting Storopak in the acquisition of a majority interest in two foreign invested enterprises in Suzhou and Dongguan.

Assisting BOC Edwards on the acquisition of a facility manufacturing vacuum pumps and cryogenic refrigerators in Beijing.Advising Horiba Limited on its acquisition of the assets of Carl Schenck in relation to the auto part testing business in China.Advising BTR (now Invensys) on its aborted acquisition of a manufacturer of auto

sealings

in Shanghai.

Advising TOTAL on the acquisition and restructuring of several Chinese building-adhesive plants and chemical manufacturers.

Advising one of the global oil and gas giants on IP related work in its acquisition of several PRC chemical companies.Slide17

China Deals (continued)Assisting Geologisitics in their investment and acquisitions activity in China.Advising a UK media company on acquisition and restructuring of a Chinese magazine publisher.Advising Elkem SA on its acquisition of a State-owned carbon factory in Ningxia and its conversion into a micro-silica facility.Advising Helveot Pharma in aborted acquisitions of pharmaceutical equipment facilities in Shekou, Ninghai and in Beijing.Advising Glitnir banki hf on the acquisition of a 25% equity interest in the PRC incorporated property developer Shenyang Mingchi Real Estate Development Co. Ltd.Advising Flextronics on its acquisition of mobile phone contract manufacturing facilities in each of bonded zones in Shanghai and in Tianjin.

Advising Flextronics on its acquisition, and restructuring of, a distressed USD 49 million mobile phone manufacturing facility from Microcell in Nanjing.Advising Toshiba on the acquisition of a facility in Shenzhen from a Hong Kong supplier.Advising Toshiba on the acquisition of a controlling stake in a Hong Kong invested telecom equipment manufacturer in Shenzhen.

Advising Alcatel on its acquisition on the first wholly foreign owned after-sales service and maintenance company in China, including the acquisition of the assets and the business from its former agent.

Advising and documenting a true merger of Tata Consultancy Services China with Tata Information and Technology Services Shanghai Limited, which was one of the first cross-provincial mergers of foreign invested enterprises in China.

Assisting Creative Food Holdings Limited in signing an equity transfer agreement with another Hong Kong company, Dawson Limited to acquire all of Dawson Limited’s equity interest in the wholly foreign-owned PRC company called Guangzhou Riweijian Nutriment Co. Ltd.

Acting for Tata on investment by Microsoft in their Chinese outsourcing services joint venture. Microsoft paid RMB 9.6 million to subscribe to a share issue of 8.69% stake in TATA Consultancy Services (China) Co., Ltd.

Assisting Betts UK on transferring 100% equity of Betts SH (WFOE) to Rego HK by drafting equity transfer agreement and other transaction documents, coordinating with the handover and documents exchange, and engaging local agent to complete the approval and registration formalities.