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2013

Beijing Office

Chengdu Office

London Office

36-37/F, SK Tower, 6A Jianguomenwai Avenue, Beijing


100022, People's Republic of China

6/F, East Building, La Defense No. 1480, North Tianfu


Avenue, Chengdu High-tech Zone 610042, P.R.China

10-11 Austin Friars

Tel: 86-10-5957-2288

Tel: 86-28-6208-8000

Tel: 44-(0) 20-7382-1567

Fax: 86-10-6568-1022/1838

Fax: 86-28-6208-8111

Fax: 44-(0) 20-7382-1568

Shanghai Office

Wuhan Office

New York Office

Level 10 & 11, Two IFC, NO. 8 Century Avenue, Pudong


New Area, Shanghai 200120, PRC

17F, New World international Trade Tower, 568


Jianshe Da Dao, Wuhan 430022, P.R.China

340 Madison Avenue, 19th Floor

Tel: 86-21-6061-3666

Tel: 86-27-8555-7988

Tel: (212)-220-9399

Fax: 86-21-6061-3555

Fax: 86-27-8555-7588

Fax: (212)-202-3758

Shenzhen Office

Hong Kong Office

10/F, Tower A, Rongchao Tower, 6003 Yitian Road,


Futian District, Shenzhen, 518026, CHINA

409 Jardine House, 1 Connaught Place, Central,


Hong Kong

Tel: 86-755-3325-6666

Tel: 852-2877-3088

Fax: 86-755-3320-6888/755-3320-6889

Fax: 852-2525-1099

Guangzhou Office

Tokyo Office

23/F, R&F Center, 10#Huaxia Road, TianHe District,


Guangzhou 510623

6F Kioicho Building, 3-12 Kioicho, Chiyoda-ku,


Tokyo 102-0094, Japan

Tel: 86-20-2826-1688

Tel: 81-3-3288-8791

Fax: 86-20-2826-1666

Fax: 81-3-3288-8795

ANNUAL
REPORT

London, EC2N 2HG

New York, New York 10173

BeijingShanghaiShenzhenGuangzhouChengduWuhanHong KongTokyoLondonNew York


LLP

Contents
Message from the Managing Partner

About Zhong Lun

Awards and Honors

News of the Year

Activities of the Year

Social Responsibility

10

Real Estate

12

Overseas Investments

32

Capital Markets/Securities

15

Labor & Employment

33

Private Equity & Investment Funds

17

Tax & Wealth Management

34

Corporate/Foreign Direct Investment

19

Securitization & Financial Products

35

Mergers and Acquisitions

20

Bankruptcy & Reorganization

37

Banking and Finance

22

Hospitality

38

Dispute Resolution

24

Technology, Media, Telecoms and Entertainment

39

Intellectual Property

25

Regulatory Compliance/Anti-bribery

40

Construction & Infrastructure

28

Environmental, Energy and Natural Resources

41

Antitrust/Competition

30

Shipping

42

WTO/International Trade

31

Message from the Managing Partner


Dear clients, friends and colleagues,

I am delighted to present you with our 2013 Annual Report.


2013 was a red-letter year in the history of Zhong Lun, for it marked the 20th anniversary of this fast growing
law firm. Looking back over the past 20 years, we are proud of the significant progress we have made in
enhancing our service offerings and growing our international client base. We believe this progress stands as
a clear testament to your long-term cooperation, dedication, understanding and commitment to the firm, for
which, please allow me to take this opportunity, on behalf of the firm, to extend our sincerest gratitude to each
and every one of you.
In spite of a slow recovery in the world economy during 2013, Zhong Lun maintained its steady growth
momentum and shouldered more social responsibility. 2013 also saw further progress in the firms expansion of
its global presence with the opening of the New York Office. This presents us with more opportunities to serve
our clients in a more diversified way and marks a new step in the firms development.
As we hail our inspired accomplishments of the past 20 years, it is also important for each one of us to think
about one question What shall we do in the next 20 years? To maintain our leading position in the Chinese
law profession and fulfill our strategy of developing into a large-scale, professional, specialized and forwardlooking law firm, we need to embrace development trends and keep pace with the times. There is a lot of work
ahead. We will continue our commitment to enhancing risk control in the legal profession, refining the division
of our legal services based on specialization, strengthening collaboration among different divisions and offices,
infusing fresh blood into the management structure, building a fairer and more workable and standardized
institutional system, and ensuring a balanced development of divisions and work teams. We are also working
on a plan to ally with other leading law firms in a bid to better integrate resources and create conditions for
cooperation and sharing among lawyers.
When we glance back over the past 20 years, we feel grateful for the opportunities brought by the times and
society, the unwavering support extended by our friends from all walks of life, and the expertise and dedication
given by our Zhong Lun people. With the new year unfolding before us, we look forward to continuing working
with you to further enhance our commitment to creating a legal system that is more open, fairer, more sharing
and harmonious.

Wu Peng, Managing Partner


Zhong Lun Law Firm
February 2014

www.zhonglun.com

Zhong Lun Law Firm Annual Report 2013

A leading full service law firm


in China
Founded in 1993, Zhong Lun is one of
the largest law firms providing a complete
spectrum of legal services in China. Zhong
Lun, with over 160 partners and almost
700 professionals working in ten offices in
Beijing, Shanghai, Shenzhen, Guangzhou,
Wuhan, Chengdu, Tokyo, Hong Kong,
London and New York, is capable of
providing our clients with high-quality legal
services across a wide range of fields by
virtue of appropriate specialization and close
teamwork.

Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

About Zhong Lun

About Zhong Lun

Real Estate

Overseas Investments

Capital Markets/Securities

Labor & Employment

Private Equity & Investment Funds

Tax & Wealth Management

Corporate/Foreign Direct Investment

Securitization & Financial Products

Mergers and Acquisitions

Bankruptcy & Reorganization

Banking and Finance

Hospitality

Dispute Resolution

Technology, Media, Telecoms and Entertainment

Intellectual Property

Regulatory/Anti-bribery

Construction & Infrastructure

Environmental, Energy and Natural Resources

Antitrust/Competition

Shipping

WTO/International Trade

www.zhonglun.com

Zhong Lun Law Firm Annual Report 2013

Awards and Honors

Chambers Asia Rankings of PRC Law Firms


The PRC law firm with the most recommended bands by Chambers
Asia in two consecutive years

Most Recommended Band One Law Firm


Number of Band One Practice Areas

Most Recommended Outstanding Lawyers


Number of Outstanding Lawyers

2013
2012

14
12

2013

46

2012
Most Recommended Practice Areas
Number of Ranked Practice Areas

2013
2012

Zhong Lun Law Firm Annual Report 2013

23
18

43

Zhong Lun Law Firm Annual Report 2013

Awards and Honors

Band One Law Firm for Capital Markets, Investment Funds, Mergers and Acquisitions and Private Equity

IFLR 1000

Band One Law Firm for Banking and Finance, Capital Markets, Mergers and Acquisitions, Dispute Resolution Legal 500
PRC Real Estate Law Firm of the Year

Chambers and Partners

Real Estate Law Firm of the Year

Asian Legal Business

Project Finance Deal of the Year

Asian Legal Business

Band One PRC Private Equity Law Firm

Asian Legal Business

China Top 20 Largest Law Firms, Asia Top 50 Largest Law Firms

Asian Legal Business

Employer of Choice Award

Asian Legal Business

Leading PRC IPO Market Legal Advisor (Cross-border)

China Venture

Top 5 VC & PE Investment PRC Legal Advisor

China Venture

Leading Domestic M&A Market Legal Advisor

Zero2IPO

PE Investment Legal Advisor of the Year

Chinese Venture

Leading PRC Corporate M&A Law Firm

Asian-Mena Counsel

Leading PRC Dispute Resolution Law Firm

Asian-Mena Counsel

Leading PRC Real Estate and Construction Project Law Firm

Asian-Mena Counsel

The Most Responsive Domestic Law Firm in China.

Asian-Mena Counsel

Leading PRC Hospitality Law Firm

2013 Corporate Intl Magazine Legal Award

Domestic Firm of the Year Real Estate & Construction

China Law & Practice

PRC Team of the Year Capital Markets

China Law & Practice

Private Equity Deal of the Year

China Law & Practice

M&A Law Firm of the Year


Silver Award for The Law Firm of the Year

International Legal Alliance Summit

Rated Number 2 Law Firm of the Year (China Region)


Chinas 10 Most-Recommended Engineering Law Firms

21st Century Business Herald

Nihon Keizai Shimbun

U.S. Magazine Engineering News-Record and


China-based Construction Times

The Most Cooperative Law Firm (Legal Counsel)


The Best Legal Services Agency for PE & VC

PE Association of Shanghai

China Venture Capital & Private Equity Association

www.zhonglun.com

Zhong Lun Law Firm Annual Report 2013

News of the Year


Zhang Xuebing Elected as Standing Committee Member of the 14th Beijing
Municipal Peoples Congress
Zhong Lun founding partner Zhang Xuebing was elected as a member of the Standing Committee of the 14th Beijing
Municipal Peoples Congress at the first session of the Congress. The session was closed on January 28, 2013.

Zhong Lun Opened New York Office


On April 23, 2013, Zhong Lun opened its New York Office in the heart of Midtown Manhattan. The office is led by
two senior partners Philip Zhang and TK Chang who cumulatively have over 50 years of private practice experience
in leading international law firms. The New York Office is also supported by over 40 Zhong Lun partners who hold
US legal qualifications and who are located throughout our offices worldwide. Together, they are able to provide our
clients with seamless round-the-clock legal support.

Zhong Lun Celebrated 20th Anniversary

Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

News of the Year

On May 17, 2013, Zhong Lun celebrated its 20th anniversary in Beijing with over 600 participants, including senior
officials, experts and leading figures from the judicial sector in China, high-end clients in various industries, and
partners from Zhong Luns ten offices. During the celebrations, Zhong Lun announced the release of its 5-volume
Zhong Lun Collected Works.

Zhong Lun Held its 2013 Second Partners Meeting

Over 140 partners from Zhong Luns ten offices around the world gathered in Beijing from September 6 to 8, 2013
to attend the second partners meeting of the firm in 2013. The meeting saw the election of a new seven-member
Management Committee headed by Wu Peng and comprising Zhang Xuebing, Qiao Wenjun, Zhao Jing, Lai Jihong,
Zhang Decai and Lu Hongda and a new nine-member Performance Appraisal Committee headed by Zhang Xuebing
and comprising Zhu Maoyuan, Hu Ronghui, Liu Yuming, Wang Lihua, Qian Boming, Chen Limin, Kong Wei and Yang
Wantao.

New Partners Joined Zhong Lun


In 2013, Zhong Luns partner base was further expanded with 17 new partners, include 6 promoted internally and 11
laterally hired, all of whom are influential in their respective practice areas.

www.zhonglun.com

Zhong Lun Law Firm Annual Report 2013

Activities of the Year


President of the Law Society of Singapore Visited Zhong Lun
On March 4, 2013, Mr. Lok Vi Ming, president of the Law Society of Singapore and senior partner of Rodyk &
Davidson LLP, accompanied by Prof. Ge Huangbin, head of the China Desk (Business Development), International
Arbitration at Rodyk & Davidson LLP and former director of the China Desk at Singapore International Arbitration
Centre, visited Zhong Lun and gave a lecture entitled Singapore Arbitration Costs and Overview. This event was
attended by many Zhong Lun lawyers.

Cross-border Investment Policy and Law Consultation Meeting Held in Hubei


On April 12, 2013 at Wuhan Shangri-La Hotel and Resort, Zhong Lun and the Department of Commerce of Hubei
Province jointly hosted a consultation meeting on policies and laws concerning cross-border investment in Hubei
Province. Over 360 people attended the meeting. They included senior officials from the Hubei Provincial Peoples
Government, delegates from the authorities in charge of investment promotion and commercial affairs in key statelevel development zones and major cities in Hubei, representatives from multinational companies, large central and
state-owned enterprises, foreign consulates and local enterprises, as well as partners from Zhong Luns global offices.

Labor Law and Practice Seminar


On May 30, 2013, Zhong Lun and Thomson Reuters jointly held a seminar in Beijing on current hotspot issues
in labor law and practice. Participants included human resource executives and legal professionals from wellknown international companies, large corporations and well known investment institutions. Zhong Lun has long
been committed to promoting Chinas legal profession and providing the best legal services to both domestic and
multinational corporations.

Anti-monopoly/Competition Law Seminar


On July 11, 2013, Zhong Lun and Thomson Reuters jointly hosted a seminar on the latest developments and hotspot
issues in anti-monopoly/competition law. Legal professionals from multinational companies, large corporations and
well known investment institutions attended the seminar in Beijing.

Seminar on Offshore Listing


On July 31, 2013, a seminar on offshore listing of Chinese enterprises was hosted by Zhong Lun and co-sponsored
by CEBEX Group at the Grand Hyatt Beijing. Nearly 80 senior executives from renowned investment banks, PE funds,
and enterprises planning to IPO, attended the seminar. The managing director of the Investment Banking Department
of China International Capital Co. Ltd., delegates from the Beijing Representative Office of HKEx and certain Zhong
Lun partners delivered brilliant speeches at the seminar.

Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Activities of the Year

Seminar on the Opportunities and Challenges of Investing in Canada


On September 26, 2013, Zhong Lun and Heenan Blaikie LLP, a Canadian law firm, co-hosted a seminar on the
opportunities and challenges facing Chinese corporations investing in Canada. More than 40 senior executives
from famous investment banks, trust companies and clients from various industries attended the seminar. The Right
Honourable Jean Chrtien, former Prime Minister of Canada and counsel of Heenan Blaikie LLP, gave a marvelous
speech from the perspective of Canadian politics, economics and international development trends.

Seminar on Corporate Dispute Resolution


On October 17, 2013, Zhong Lun and Thomson Reuters jointly held a seminar in Shanghai on hot topics in respect
of corporate dispute resolution. Approximately 100 in-house counsels from famous multinational companies, large
corporations and joint ventures attended the seminar.

Seminar on PE Funds
On October 31, 2013, Zhong Lun hosted a seminar on M&A Exit Routes for PE Funds at the Grand Hyatt Shanghai
Hotel. Over 70 senior executives from well-known investment banks, PE companies and funds attended the seminar.

Seminar on Revolving Purchase Structures and Off-balance Sheet Capital in


Securitizations
On November 19, 2013, Zhong Lun and Clifford Chance LLP jointly held a closed-door seminar on revolving
securitization structure and capital relief at the headquarters of Zhong Lun in Beijing. The seminar attracted more than
100 professionals from over 30 financial institutions, including foreign and domestic banks, securities companies,
trust companies and financial leasing companies, as well as accounting firms, rating firms, and the Research Center
of China Securities Regulatory Commission.

www.zhonglun.com

Zhong Lun Law Firm Annual Report 2013

Social Responsibility

As a large full-service law firm, we are committed to social responsibility. Zhong Lun
cherishes every type of support provided by society and seeks every chance to give back
to society. With a view to devoting more to pro bono work and charitable giving, the firm
set up the Zhong Lun Charity Fund (the Fund) managed by a council consisting of 11
partners. Since its founding in 2010, the Fund has consistently received donations from
Zhong Luns partners and employees. The Beijing headquarters and other Zhong Lun
offices have also carried out many pro bono and charitable activities. Through the platform
of the Fund, Zhong Lun people enthusiastically demonstrate their commitment to social
responsibility. Zhong Lun is giving other law firms in China an excellent example of what
we can all do in the field of pro bono work and charitable giving.
The Fund contributes nearly RMB2 million to various pro bono and charitable projects every
year. The following are some of the activities or long running projects approved by the
Funds council based on full discussions and well-informed deliberations and in which the
Zhong Lun people have been generously devoting their time, money and effort.

10

Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Social Responsibility

Pro Bono Lawyers Torchbearers for Pro Bono and Charitable Causes, a pro bono lawyer training
program of Zhong Lun to fund voluntary lawyers who hope to join pro bono legal services
organizations to provide free legal services for socially disadvantaged people
Donation to BN Vocational School, the first tuition-free and non-profit charitable vocational
school in China, giving lectures to students and providing legal consultancy support
Light for the Blind, a project sponsored by Zhong Lun Charity Fund to help cataract patients
regain eyesight. To date, dozens of patients have benefitted from the project and have returned
to their normal lives
Building the Chinese Dream Together, a program launched by the Chengdu Office to offer
targeted legal aid to the Yuexi County of Sichuan Province in building its legal system
Donation to earthquake victims in Lushan County of Yaan City in Sichuan Province
Donation of school desks and chairs to Qulang Dodo Primary School in Yushu County, Qinghai
Province
Act Now, a social entrepreneur project contest among law school students sponsored by Zhong
Lun and Thomson Reuters
Old Glasses, New Vision, an activity to collect and refurbish used glasses for people in need
Learning English is Fun, a summer program for children at Zhong Lun Hope Primary School
Happy Growth Reading Club, a program co-sponsored by Zhong Lun to help children of migrant
workers learn more knowledge
A member of SEE Foundation
Zhonglun Student Aid was distributed around various universities of law
The director of the Zhong Lun Charity Fund was invited to the national colleges and universities
legal aid summit where we won the law firm of the year

www.zhonglun.com

11

Zhong Lun Law Firm Annual Report 2013

Real Estate
Land Investment and Development
Advising LaSalle on the Songjiang Weilun Logistics Park Project
Advising on a real estate development project named Ping An Hefei Jiayuan Binhu City
Advising Kaiyuan Capital on its Xian CCBD Project (Phase II), which covers an area of 1.76 square kilometers
Advising Fujian Putian Future City Investment Co., Ltd. on its Putian Future City Project, which covers an area
of 13.2 square kilometers
Advising Ping An Asset Management Co., Ltd. on its investment in an old town renovation project
undertaken by Shanghai Chengtou Holding Co., Ltd. in Zhabei District, Shanghai
Advising Ping An Asset Management Co., Ltd. on its investment in an old town renovation project
undertaken by Shanghai Jiushi Corporation in Hongkou District, Shanghai
Providing full legal services to Shenzhen International Logistics Development Limited for its investment in 500
mu of land in Shenyang and 400 mu of land in Tianjin for logistics use
Advising Microsoft Asia-Pacific Research and Development Group Suzhou Research Centre on its lease of a
temporary office building and construction of a purpose built building
Advising Ping An Group on its investment in a project in the Hangzhou CBD
Advising on the joint investment by Ping An Group and Yunnan Baiyao Holdings Co., Ltd. in an international
hot spring health preservation project in Xishuangbanna, Yunnan
Advising Hines China on its HOPSCAs/complexes in Jingan District of Shanghai
Advising NEY International Group on its development, construction and operation of an elderly care project
in Huacao Town, Shanghai
Advising Ping An Property Co., Ltd. on its development, construction and operation of a comprehensive
elderly care project in Wenzhou
Advising Niverse Holdings Co., Ltd. on its development, construction and operation of an elderly care project
in Zhujiajiao Town, Shanghai

Real Estate M&A and Financing


Advising Bank of Zhongyin Investment Property Management Co., Ltd. on the acquisition of Beijing IBM
Research and Development Center and Tower 4 of Silicon Valley Liang City (Gross Floor Area is 31,000 square
meters)
Advising CITIC Real Estate (Hong Kong) Development Limited on the acquisition of the Guangzhou Huadu
Freeman Project, with an area of around 615,000 square meters
Advising Carlyle Group, a U.S. PE fund, and Townsend Group, a U.S. investment management service
provider, on their USD400 million acquisition of storage and logistics warehouses from the Shanghai Yupei
Group
Advising Hong Kong Nan Fung Group on the development of its Foshan Xincheng Project and matters
relating to domestic and overseas financing
Advising Hutchison Whampoa Property on its sale of office and commercial property at Shenzhen Shijihui
Plaza
Providing PRC law advice to Shanghai e-Shang Warehousing Services Co., Ltd., a subsidiary of Warburg
Pincus, on a fixed-term loan provided by Goldman Sachs

12

Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Providing comprehensive legal services to Shanghai Jin Peng Realty Co., Ltd. regarding a syndicated loan
provided by foreign banks for the development of a Shanghai-based commercial and residential real estate
project
Providing comprehensive legal services to Jones Lang LaSalle regarding a loan from foreign banks for a highend commercial complex comprising office towers and shopping malls developed by its real estate fund
Advising JP Morgan and F & T Group on their sale of Nanjing Shimao Tower
Advising on the refinancing for Dalian-based Fengjingshan Project previously financed by Standard Chartered
Bank
Advising on the refinancing for Beijing Frasers Residence Project owned by JP Morgan
Advising Ping An Trust Co., Ltd. on its investment in real estate projects in Shanghai, Suzhou, Hangzhou,
Kunming etc.
Advising Vantone on its acquisition of two plots with a total gross floor area of around 52,000 square meters
in an industrial park located in the Pudong New Area of Shanghai
Advising CDH PE IV on its project investment in Shenyang and Kunming
Advising CITIC PE on its project investment in Beijing and Kunming
Providing China Resources SZITIC Trust Co., Ltd. with a full range of legal services concerning trust, fund and
equity for its equity investment in the Vanke Hongqiao project
Advising China Resources SZITIC Trust Co., Ltd. on its equity investment in a project of China Resources Land
Limited (Jiangsu) in Kunshan
Advising Ping An Asset Management Co., Ltd. on its investment in a real estate project of Evergrande Group
in Changde
Advising Carlyle Group on its acquisition of Shanghai Zhongqu Plaza
Advising Carlyle Group on its acquisition of Shanghai Changxing Tower
Advising Morgan Stanley on its investment in Shanghai Zhanxiang Tower
Advising Great Aim Group on its investment in Zhuhai Xingwan Jiuzhou Port Project
Advising China Life on its investment in Shanghai Corporate Avenue developed by Shui On Group
Advising Van Shung Chong Holdings Ltd. on its acquisition of Shanghai China Travel Tower owned by China
Travel Services Group
Advising Grosvenor Group on its acquisition of several properties in Beijing and Shanghai
Advising ZhongRong International Trust Co., Ltd. Group on its founding of Sino-U.S. Property Equity
Investment Collective Trust Plan and subsequent real estate investments
Advising ZhongRong International Trust Co., Ltd. on its founding of Rongxin Xiangcheng Collective Trust Plan
and subsequent real estate investments
Advising ZhongRong International Trust Co., Ltd. on its founding of Rongxin Xingdu Wuxi Project Collective
Trust Plan and subsequent real estate investments
Advising Suncorps Capital on its provision of a loan to Chongqing BaiChun Industrial Co., Ltd.

www.zhonglun.com

13

Zhong Lun Law Firm Annual Report 2013

Real Estate
Real Estate M&A and Financing
Advising ZhongRong International Trust Co., Ltd. on its founding of Dalian Xiangzhou Road Trust Plan and
subsequent real estate investments
Advising ZhongRong International Trust Co., Ltd. on its founding of Beijing ONE Trust Plan and subsequent
real estate investments
Advising Zhaoyang Xinbang Capital on its financing for the Dachuan project in Guiyang
Advising Zhaoyang Xinbang Capital on its provision of entrusted loans to Wanfangyuan and Yilin Yiwu
Advising Xuhui Zhaoyang Capital on its provision of loans in respect of the Beijing Dongba Lijinfu Project
Advising ATAbax investment and Vanfund Real Estate Co., Ltd. on their founding of an investment fund
relating to real estate projects
Advising China Resources SZITIC Trust Co., Ltd on CR Trust Beijing Wangfujing Commercial Investment
Collective Trust Plan
Representing Sincere Holding (Group) Co., Ltd. in relation to the Rubber Valley Phase II Renovation Project in
Qingdao
Representing Sincere Holding (Group) Co., Ltd. in its participation in the investment and development of a
project in Chazishan, Changsha
Representing a subsidiary of Harvest Capital in establishing a fund to invest in Wonderland Mansion Project
Representing New Century Fund in its cooperation with a third party in a commerce real estate project
Advising New Century Fund on its drafting of a cooperation agreement for Xian Happy World Amusement
Park
Advising Harvest Real Estate Investment (HK) Co., Ltd. on its financing for a real estate company
Advising Baihao Property Co., Ltd. on its sale of Damei Center
Advising Goldin Properties Holdings Ltd. on its sale of Fortune Heights residential project in Tianjin
Advising Hainan Lingshui Palm Springs Property Holding on its sale of a project in Lingshui, Hainan
Representing Tesco PLC in a dispute over a purchase contract for its Yaojiayuan project in Beijing
Advising China Investment Development Limited Liability Company on the sale of commercial premises in
Miyun, Beiqijia, TBD, Tangshan and Tianjin
Advising Beijing Fu Wah International Group on its sale of Changan Canal High-end Club
Advising Chinasmart Logistic Network Management Company on its purpose built construction and leasing
warehouses
Advising on the HKEx listing of Spring REITs
Advising Shenzhen Ping'an Innovation Capital Investment Co., Ltd. on its acquisition of Sichuan Blueray
Hejun Industrial Co., Ltd.
Representing Morgan Stanley Real Estate Fund and Gaw Capital in acquisition and operation of Metropolitan
Plaza Guangzhou
Representing Top Spring International Holdings Limited in its indirect acquisition of a service department
located in Shanghai

14

Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Capital Markets/Securities
Domestic Securities Market
Providing Emeishan Travel Co., Ltd. (stock code: 000888.SZ) with full legal services for its non-public offering
Advising Chongqing Lummy Pharmaceutical Co., Ltd. (stock code: 300006.SZ) on its acquisition of assets in
cash and by stock issuance and on fundraising for the transaction
Acting as legal counsel for Sichuan Jiuzhou Electronic Co., Ltd. (stock code: 000801.SZ) in its public issuance
of a corporate bond
Acting as legal counsel for Huatai Securities Co., Ltd. in its public issuance of a RMB10 billion corporate bond
Acting as legal counsel for China Resources Pharmaceutical Holdings Ltd. in its issuance of a mid-term note
on the national interbank bond market
Acting as legal counsel for New Hope Liuhe Co., Ltd in its issuance of a short-term financing bond
Acting as legal counsel for New Hope Group Co., Ltd. in its registration of a 2013 short-term financing bond
(phase 1) with China National Association of Financial Market Institutional Investors and in its lump-sum
issuance of the bond
Acting as legal counsel for Maanshan Iron & Steel Company Ltd. in its issuance of a short-term financing
bond on the national interbank bond market
Acting as legal counsel for Humanwell Healthcare (Group) Co., Ltd. (stock code: 600079.SH) in its issuance of
a short-term financing bond on the national interbank bond market
Acting as legal counsel for Wolong Electric Group Co., Ltd. (stock code: 600580.SH) in its issuance of a shortterm financing bond on the national interbank bond market
Acting as legal counsel for Shanghai Haixi Industrial Communications Ltd. in its issuance of an SME private
placement bond on Shenzhen Stock Exchange
Acting as legal counsel for Legend Holdings Limited in its registration of 2013 non-public targeted debt
financing instrument (phase 1) with China National Association of Financial Market Institutional Investors
Acting as legal counsel for Shenzhen Laibao Hi-tech Co., Ltd. in its non-public issuance of stocks
Advising Xiangyang Construction Investment and Operation Co., Ltd. on its issuance of corporate bonds for
the year 2013
Advising Chongqing Lummy Pharmaceutical Co., Ltd. (stock code: 300006.SZ) on its issuance of 2013 shortterm financing bonds Tranche I
Advising Beijing Blue Sky Red Environmental Protect Technology Co., Ltd. (stock code: 430263) on its
application for listing, public transfer and private placement on the National Equities Exchange and
Quotations, the first transaction of its kind in China
Advising Beijing Blue Sky Red Environmental Protect Technology Co., Ltd. (stock code: 430263) on its issuance
of 2013 SME private placement bonds
Advising Shenzhen ZQGAME Inc. (stock code: 300052.SZ) on its acquisition of 51% equity interest in each of
Shanghai More Fun Company and Shenzhen Small Technology Co. Ltd.
Advising Shenzhen ZQGAME Inc. (stock code: 300052.SZ) on its non-public corporate bonds

www.zhonglun.com

15

Zhong Lun Law Firm Annual Report 2013

Capital Markets/Securities
Overseas Securities Market
Advising Greenland Holding Group Company Limited on its overseas subsidiarys HKD2.996 billion reverse
merger takeover of SPG Land (Holdings) Limited, the shell company in the transaction and a Hong Kong listed
company currently named Greenland Hong Kong Holdings Limited (stock code: 0337.HK)
Advising Fuguiniao Co., Ltd. on its H Share listing on HKEx Main Board
Advising China Creative Home Group Limited on its listing on HKEx Main Board
Advising Frasers Centrepoint Limited (stock code: TQ5) on its listing on the Mainboard of Singapore Stock
Exchange
Advising China Ludao Technology Company Limited (stock code: 2023.HK) on its HKEx Main Board listing via
placing and public offering
Advising ZMFY Automobile Glass Services Limited on its listing on HKEx Growth Enterprise Market via placing
Advising on the HKEx Main Board listing of Tonly Electronics Holdings Limited through spin-off of the AV
business of TCL Multimedia Technology Holdings Limited (stock code: 01070.HK), a subsidiary of TCL Group,
to Tonly Electronics Holdings Limited
Advising Hong Kong Speed Global Holding Limited on its HKEx Main Board listing
Advising Yongsheng Advanced Materials Company Limited on its HKEx Main Board listing
Acting as legal counsel for Greenland Hong Kong Holdings Limited in its issuance, to professional investors
only, of a USD700 million bond due to mature in 2016
Acting as legal counsel for the underwriter in China Datang Corporations issuance of a RMB2.5 billion 3-year
bond in Hong Kong
Acting as the legal counsel Bao-Trans Enterprises Ltd. on its issuance of USD500 million bonds due 2018 in
Hong Kong
Advising China Daye Non-Ferrous Metals Mining Limited on its issuance of a USD-settled 5-year convertible
bond in Hong Kong
Acting as issuers legal counsel in an overseas issuance of debt by the Industrial and Commercial Bank of
China, IBT Securities Co., Ltd. and The Royal Bank of Scotland
Acing as legal counsel for China Vanke Co., Ltd. (stock code: SZ000002) in its establishment and issuance,
in installments, of mid-term notes in an aggregate principal amount of USD2 billion or equivalent in other
currencies through a wholly owned overseas subsidiary of China Vanke Co., Ltd.
Advising China Railway Resources Huitung Limited on its issuance and trading of USD500 million secured
notes on HKEx
Advising Yuexiu Real Estate Investment Trust (stock code: 00405.HK) on its establishment of a USD1 billion
mid-term note plan and on subsequent issuance of USD350 million notes through Yuexiu REIT MTN Company
Limited
Acting as legal counsel for Bestgain Real Estate Limited, a wholly owned overseas subsidiary of China Vanke
Co., Ltd., for its issuance of a USD800 million 5-year secured bond in Hong Kong for China Vanke Co., Ltd.
Advising HSBC, Standard Chartered Bank, Citibank and Morgan Stanley on their issuance of USD bonds in
Hong Kong
Advising CITICS Securities Co., Ltd on the listing of Zhejiang Huayou Cobalt Co., Ltd.
Advising Gemdale Group Co., Ltd. (stock code 600383.SH) and its overseas affiliates on the injection of their
domestic real estate projects into Gemdale Properties and Investments (stock code: 00535.HK).

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Zhong Lun Law Firm Annual Report 2013

Major Transactions

Private Equity & Investment Funds


Fund Investment and Management
Advising on the strategic investment of L Capital, a PE fund sponsored by LVMH, in Guangdong Marubi
Biotechnology Co., Ltd.
Advising Chuanke website on its offshore A round PE financing from Bertelsmann Asia Investments
Advising Shanghai Qiniu Information Technologies Co., Ltd. on a B round preferred share investment made
by Qiming Venture Partners and other investors
Advising Fang Fund Partners on its investment in a leading PRC data analyzing company
Advising Shanghai Elsker For Mother & Baby Co., Ltd. on its sale of 100% equity to Johnson & Johnson (China)
Investment Ltd.
Advising Xiami website on the sale of its online music business to Alibaba
Advising Gewara website on its domestic and overseas C round PE financing from Shanda Interactive
Entertainment Ltd.
Advising Amiba Foundation on the sale of its equity in Mogujie website
Advising Shanghai Inlook Media Advertising Co., Ltd. on its second round financing and subsequent buyback
of equity held by the first round investors
Advising Beijing Ti Knight Co., Ltd., a 3D social game service provider, on its A round PE financing
Advising the Chuanke website on its A+ rounds PE financing
Advising Ruisheng on its pre-listing investment in YuanShengTai Dairy Farm Limited, a dairy cattle raising
company
Advising Jiantou Investment Co., Ltd. on its strategic investment in Anhui Jianghuai Automobile Group Co., Ltd.
Advising Jiantou Investment Co., Ltd. on its equity investment in Xian Sunward Aerospace Material Co., Ltd.
Advising China Galaxy Investment Management Co., Ltd. on its equity investment in Beijing Shuangshunda
Information Technology Co., Ltd.
Advising Jingzhao Capital Real Estate Fund on its investment in a real estate project developed by Yunnan
Baida Real Estate Development Co., Ltd., a subsidiary of Kunming Sinobright (Group) Co., Ltd. (stock code:
000560.SZ)
Advising ICBC Ruixin Investment Management Co., Ltd. on its investment in Beijing Tsinghua Spreadtrum
Investment Management Co., Ltd. with entrusted enterprise annuities and pensions worth RMB2.5 billion
through a trust plan founded by China CCB Trust Co., Ltd.
Advising Noah Private Wealth Management on the founding of a real estate fund and investment in a real
estate project developed by Chongqing Loncin Real Estate (Group) Co., Ltd. in Chengdu
Advising on the joint founding of a real estate fund by Noah Private Wealth Management and China Vanke
Co., Ltd. and investment in several real estate projects of China Vanke Co., Ltd.
Advising Gopher Asset on its founding of a real estate fund and investment in a real estate project of Ronghui
(Fujian) Group Co., Ltd.
Advising Wanjia Gongying Asset Management Co., Ltd. on its founding of an asset management plan for a
real estate project and investment in a project developed by a real estate development company subordinated
to Sichuan Languang Hejun Industrial Co., Ltd.
Advising Wanjia Gongying Asset Management Co., Ltd. on its founding of an asset management plan and
investment in a real estate project developed by Jiangsu Ningyi Property Co., Ltd.
Advising Gopher Asset on its founding of a real estate fund and investment in a real estate project developed
by Zhejiang Xinguang Building Materials Shopping Mall Co., Ltd.
www.zhonglun.com

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Zhong Lun Law Firm Annual Report 2013

Private Equity & Investment Funds


Fund Investment and Management
Advising Cura Investment Management (Shanghai) Co., Ltd. on its founding of a real estate fund and
investment in a real estate project developed by Jun Fa Real Estate Co., Ltd. in Yunnan Province
Advising Wanjia Gongying Asset Management Co., Ltd. on its founding of an asset management plan and
investment in a real estate project of Suzhou Pingjiang Tiandiyuan Property Co., Ltd. and on the income right
to the project
Advising Shenzhen Zhaoheng Hydropower Company on its overseas C round PE financing
Advising Ascendant Capital Partners on its convertible note financing for the privatization of China Food
Packing Inc., Ltd. and delisting it from the South Korean KOSDAQ market through a takeover bid by a new
company established by the original former controlling shareholder of China Foods Packing Co., Ltd.

Fundraising
Advising on the joint founding of Bona Film Investment Fund by Bona Film Group Limited and Noah Private
Wealth Management
Advising DFJ Dragon Fund on its founding of a RMB fund
Advising Gopher Assets Management Co., Ltd. on its founding of an S Fund
Advising AnaCap Financial Partners LLP, a British PE fund manager, on its founding of a GBP PE fund
Advising the Agricultural Development Bank of China on its investment in a modern seed industry
development fund jointly founded by the Ministry of Treasure, the Ministry of Agriculture, Sinochem Group
and the Agricultural Development Bank of China
Advising on the establishment of CIB Fund Management Co., Ltd. jointly founded by Industrial Bank Co., Ltd.
and China Shipping Investment Co., Ltd.
Advising Fantasia Holdings Group Co., Limited (stock code: 1777.HK), a HKEx listed company, on its
establishment of an equity joint venture with a domestic partner and on the joint ventures founding of the
first real estate RMB fund of Fantasia Holdings Group Co., Limited
Advising Shanghai Shenglian Investment Management Co., Ltd. on its founding of a film fund
Advising the Agricultural Development Bank of China on its investment in China Agriculture Industry
Development Fund jointly founded by the Ministry of Finance, China Cinda Asset Management Co., Ltd.,
CITIC Group Corporation and the Agricultural Development Bank of China
Advising on the joint founding of Shanghai Guotouxieli Development Equity Fund Partnerships (Limited
Partnership) by State Development & Investment Corporation (SDIC) and Social Insurance Fund
Advising on the founding of Yuanheshunfeng Equity Investment (LP), Suzhou Industrial Zone (Limited
Partnership) by China Life Investment Holding Co., Ltd. and other entities
Advising on the founding of Chongqing JiuFu Investment Center (LP) Centre by Chongqing Jiuhui Equity
Investment Fund Management Co., Ltd. and other entities
Advising Jingzhao Capital on its founding of a real estate fund
Advising NOAH Private Wealth Management on the establishment of its series of real estate funds
Advising Gopher Asset Management on the establishment of its series of real estate funds
Advising Cura Investment Management on the establishment of its series of real estate funds
Advising Fang Fund Partners on its founding of a VC fund

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Zhong Lun Law Firm Annual Report 2013

Major Transactions

Corporate/Foreign Direct Investment


Advising Christie's Auctions & Private Sales on its establishment of Christie's Auctions (Shanghai) Co., Ltd. in
Shanghai, the first wholly foreign-owned auction house in the PRC
Advising Menarini Group on its establishment of an investment company in Wuhan, whereby Menarini Group
became the first foreign-invested company to establish an investment company in Wuhan
Advising on the establishment of an 800 KTPA ethylene project by China Petroleum & Chemical Corporation
and SK Global Chemical Co., Ltd. in the Wuhan Chemical and Industrial Zone in Hubei Province
Advising Microsoft Asia-Pacific Research and Development Group on its establishment of the Suzhou Branch
of Search Technology Center Asia in the Suzhou Industrial Park
Advising French Decathlon Co., Ltd. on its equity investment in a Sino-Japanese sports products e-commerce
enterprise
Advising PrimeVest Group on its establishment of a Sino-funded privately run for-profit education and
training institution
Advising CYPA, LLC. on its establishment of a Sino-funded or Sino-foreign cooperative for-profit education
and training institution
Providing legal services to Omron for the establishment of a pharmaceutical company
Acting as legal counsel for China Fulin Wind Power Engineering Co., Ltd.
Acting as legal counsel for a mining subsidiary of China Huadian Corporation
Acting as legal counsel for Shanxi Shengtai Energy Investment Co., Ltd.
Acting as legal counsel for a Beijing-based new energy investment enterprise
Acting as legal counsel for Dakun Real Estate Development Co., Ltd. and Guangxin Hotel Shenzhen
Providing legal advice, legal opinions and other legal services to Shanghai Pudong New Area People's
Government in respect of legislation for the China (Shanghai) Pilot Free Trade Zone and the building of a
trusted government, reviewing administrative regulatory documents, building a government information
disclosure system, researching the legal system in the City of London and other legal matters

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Zhong Lun Law Firm Annual Report 2013

Mergers and Acquisitions


Domestic Deals
Advising Beijing Bluefocus Communication Group Co., Ltd. (stock code: 300058.SZ) on its acquisition of
equity in Tibet Shannan East Bojie Advertisement Co., Ltd. in cash and by issuing 48,867,199 shares.
Advising China Meheco Co., Ltd. on a major asset restructuring project, in which it made a stock-for-stock
merger of Henan Topfond Pharmaceutical Co., Ltd. and acquired assets by non-public offering of shares to
General Technology Group Pharmaceutical Holdings Co., Ltd. and General Topfond Pharmaceutical Group
Co., Ltd., each a subsidiary of China General Technology (Group) Holding Co., Ltd.
Advising China Mengniu Dairy Company Limited (HKEx stock code: 2319) on the combination of its PRC
yogurt business with that of Danone Group
Advising Maanshan Iron & Steel Company Ltd. on its asset restructuring by sale of its RMB3.8 billion nonsteel main business to Magang (Group) Holding Co., Ltd.
Advising Haier Group on its acquisition of a technology company, a subsidiary of Zhejiang WHWH Industry
Co., Ltd. (stock code: 600576.SH)
Advising China CAMC Engineering Co., Ltd. on its subscription of 26,400,000 common shares additionally
issued by Beijing Woteer Water Technology Company Limited
Advising Chongqing Lummy Pharmaceutical Co., Ltd. (stock code: 300006.SH) on its acquisition of assets in
cash and by stock issuance and on fundraising for the transaction
Advising Suzlon Group on its transfer of 75% equity in Suzlon Energy (Tianjin) Ltd., a subsidiary of Suzlon
Group in China
Advising Guangdong Alpha Animation and Culture Co., Ltd. (stock code: 002292.SZ) on its cash acquisition
of 100% issued shares in and related business of Infoport Management Limited
Advising Shanghai Shenqi Pharmaceutical Investment Management Co., Ltd. (stock code: 600613.SH) on its
major asset restructuring project to acquire the entire equity in Guizhou Shenqi Pharmaceutical Co., Ltd. and
Guizhou Baiqiang Pharmaceutical Co. Ltd. by raising funds through non-public offering of shares and on its
fundraising for the transaction
Advising Heinz (China) Investment Company Ltd. on its sale of the entire equity in Shanghai Longfeng to
Zhengzhou Sanquan Foods Co., Ltd., a company listed on Shenzhen Stock Exchange
Advising Rayner Holding Limited, on its acquisition of Jinlin Tiandi located at Shanghai Xintiandi
Representing Sincere Holding (Group) Co., Ltd. in its acquisition of a project in Xiaoshuijing Village, Kunming,
Yunnan

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Cross-border Deals
Advising Rockwood Holdings Inc. on its EUR1.5 billion sale of CeramTec ceramic business worldwide
Advising Vertex Venture Holdings Ltd on its USD1.9 billion sale of equity in 91 Wireless Websoft Limited to
Baidu, the largest M&A transaction in the history of the Chinese internet industry
Advising China Mengniu Dairy Company Limited (HKEx stock code: 2319) on its HKD12.457 billion
acquisition of Yashili International Holdings Ltd. (HKEx stock code: 1230)
Advising Yuexiu Enterprises (Holdings) Limited on its HKD11.644 billion cross-border acquisition of Chong
Hing Bank Limited listed in Hong Kong
Advising CITIC Real Estate (Hong Kong) Development Limited on its acquisition of the Guangzhou Huadu
Freeman Project, with a land area of around 615,000 square meters
Conducting full due diligence into a PRC subsidiary of a Hong Kong target company, the equity of which
was acquired by Halma International Ltd., a subsidiary of Halma PLC, and providing PRC law advice for the
transaction
Advising Kingway Brewery Holdings Limited (stock code: 0124.HK) on the sale of RMB5.384 billion of its
beer production, distribution and sales business to China Resources Snow Breweries Co., Ltd., a subsidiary
controlled by China Resources Enterprise, Limited
Providing Tianqi Lithium Industries Inc. with strategic advice and legal support on PRC law and Australian law
matters in respect of its over RMB4 billion acquisition of the 100% equity in Talison Lithium Ltd.
Advising EuroChem, a Russian mineral fertilizer producer, on the sale of its nitrogen fertilizer operations with
total annual sales of over EUR 3 billion, to Germanys K+S Group
Advising Capvis, a European PE fund, on its acquisition from a multinational corporation of a pneumatic
devices business with total annual sales of over EUR300 million
Representing PAI Partners, a European PE fund, on its acquisition of a controlling interest in ADB Airfield
Solutions, an airport equipment producer, with a transaction value of around EUR200 million
Advising a manufacturer of medicine and nutritional products on the combination of its two factories in the
PRC

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Zhong Lun Law Firm Annual Report 2013

Banking and Finance


Representing Bank of America Merrill Lynch, CITI Group and HSBC Bank in the USD660 million privatization
of Pactera Technology International Ltd. (NASDAQ: PACT).
Representing the borrower of a RMB10 billion syndicated loan provided by China Development Bank,
the Guangzhou Changdi Sub-Branch of the Bank of China and Guangzhou Bank for the Guangzhou
Zhongshan Jiangmen Highway Project
Representing Singapores United Overseas Bank and United Overseas Bank (China) Limited in their provision
of domestic and overseas financing for the acquisition of East Ocean Center by a real estate fund founded by
United Overseas Bank and CLSA Capital Partners
Advising LaSalle Investment Management on a syndicated loan program in Chengdu
Advising on domestic and overseas financing for Ascendas Plaza
Advising Huarong Rongde Asset Management Co., Ltd. on equity and debt financing (i..e, perpetual bond)
for a subsidiary of Evergrande Group
Advising The Export-Import Bank of China on an import credit leasing loan to Guoyin (Shanghai) Aircraft
Leasing Co., Ltd. for the import of ERJ190 aircraft
Advising The Export-Import Bank of China on a loan to Tianyue (Tianjin) Leasing Co., Ltd. for the import of
four A320 aircraft
Advising The Export-Import Bank of China on the provision of export seller's credit and export credit for ships
to Jiangsu Rongsheng Heavy Industry Co., Ltd.
Participating in the provision of legal services for a syndicated loan extended by Bank of Communication,
Woori Bank, KB Kookmin Bank and Korea Development Bank to Beijing DongfangJinhong Properties Co.,
Ltd.
Representing Chengdu Tianqi Industry (Group) Co., Ltd. on the debt and equity financing involving the
acquisition of Talison Lithium Ltd. (a Canadian listed company), under which China Investment Incorporation
provided equity financing while Industrial and Commercial Bank of China, Credit Suisse (act for syndicate)
and ADM Capital granted debt financing
Representing DBS Bank (China) Limited, Tianjin Branch in the re-financing loan granted to Tianjin Trophy Real
Estate Co., Ltd.
Advising Shanghai Lujiazui International Financial Asset Exchange Co., Ltd. on the P2P related financial
innovation business
Representing ASIAN PAC Holdings (Shanghai) Co., Ltd. in a financial project whereby ICBC Private Bank and
Shanghai Boling Equity Investment and Fund Management Co., Ltd. invested in a property trust initiated by
ASIAN PAC Holdings (Shanghai) Co., Ltd. as principal and Aijian Trust as trustee

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Representing the Borrower in the fixed asset loan granted by Shanghai Pudong Development Bank Co., Ltd.
Guilin Branch to Yangshuo Banyan Tree Hotel Co., Ltd. for the construction of Yangshuo Banyan Tree resort
hotel
Acting as legal counsel for Tianjin Binhai Rural Commercial Bank Corporation in its issuance of a secondary
capital bond on the interbank bond market
Acting as legal counsel for China Huarong Asset Management Co., Ltd. in its issuance of a RMB12 billion
financial bond
Advising Huatai Zijin Investment Co., Ltd. on bridge financing for the acquisition of Zhejiang Putian Landscape
& Architecture Development Co., Ltd. by Inner Mongolia Hotision & Monsod Drought Resistance Greening
Co., Ltd.
Representing Cathay United Bank in an offshore financing of US dollar made available to China Oriented
Limited (a Hong Kong company) and an onshore financing of RMB made available to Shanghai Zhan Xiang
Real Estate Company Limited (a PRC subsidiary of China Oriented Limited)
Representing Morgan Stanley Real Estate Fund and Gaw Capital in an offshore US dollar financing and an
onshore RMB financing by UOB for the acquisition and operation of Metropolitan Plaza Guangzhou
Representing Bank of Tokyo-Mitsubishi UFJ (China), Limited. in its cross-border cash pooling business
Representing Deutsche Bank AG in an offshore financing loan of USD325 million made available to Trinseo
Materials Operating S.C.A. (a Luxembourg company) and representing Wilmington Trust, National Association
for offshore senior secured notes of USD1.325 billion issued by Trinseo Materials Operating S.C.A.
Representing Top Spring International Holdings Limited in an offshore US dollar financing by DBS for its
indirect acquisition of a service department located in Shanghai

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23

Zhong Lun Law Firm Annual Report 2013

Dispute Resolution
Representing Hunan Best-World Industrial Co., Ltd. and Changsha Shuili Investment Property Development
Co., Ltd. in an equity transfer dispute before Hunan Higher Peoples Court, with the claim and counterclaim
Representing a U.S. company engaged in design, production and sales of consumer electronic products in a
dispute over sales of international goods
Representing Beijing Ruibang Yonghe Technology Trade Co., Ltd., the appellant in the first vertical monopoly
agreement dispute case in China, before Shanghai Higher Peoples Court, which rendered a decision in favor
of the appellant by ordering Johnson & Johnson Medical Shanghai Ltd. and Johnson & Johnson Medical
China Ltd., the two respondents in the case, to compensate the appellant for economic losses
Representing Haeahn Architecture Inc. and Zhengzhou Yutong Group Co., Ltd. in two jurisdiction objection
retrial cases before the Supreme Peoples Court of the PRC and winning the cases
Representing ED & F Man (Hong Kong) Co., Ltd. in the enforcement of No.158 arbitral award rendered by
the Sugar Association of London and procuring the compromise of the two parties to the case
Representing Guangdong Xinyue Performing Arts Brokerage Co., Ltd. in a dispute with Wal-Mart (Dongguan)
Commercial Retail Co., Ltd. over a copyright-related property right
Representing Wuhan Guozhong Pharmaceutical Technology Co., Ltd. in a dispute with Hunan Huahong
Caixin Venture Capital Investment Co., Ltd.
Representing Dujiangyan Fanghua Gardening Co., Ltd. in a purchase contract dispute with Yongxin Company
Representing Chengdu Nanxin Economic Development Co., Ltd. in a dispute with Chenghua Guoliang
Purchase and Sales Company over a debt transfer contract
Representing Hawley & Hazel Chemical Co. (ZS) Ltd. in a trademark infringement case against Shantou
Jiajiaxuan and Shenzhen Southwest Company
Representing China Yuantong Automobile Trade Co., Ltd. to successfully initiate the retrial proceedings for a
series of eight cases as previously tried before the Intermediate People's Court of Wuhan Municipality, Wuhan
Qiaokou District Peoples Court and Wuhan Jiangan District Peoples Court, by applying to the Peoples
Procuratorate of Hubei Province and the Peoples Procuratorate of Wuhan Municipality for protest against
these courts judgments
Representing the Huixing Sub-Branch of China Construction Bank in a futures contract dispute with a
Shenzhen-based futures company
Assisting Shenzhen Fortune Capital Co., Ltd., Guangdong China Science & Merchants Capital Management
Co., Ltd. and other famous Chinese VC companies in handling an investment contract dispute involving a
Shenzhen-based photoelectricity company and suspected illegal fund raising affairs
Representing a waste water treatment company in an arbitration case over a franchise agreement dispute
with the Baoan District Peoples Government of Shenzhen Municipality
Representing the Construction Affairs Bureau of Nanshan District, Shenzhen in an arbitration case over a
construction supervision contract dispute with a Shenzhen-based construction supervision company
Representing a Shenzhen-based real estate development company in a retrial case over a series of housing
purchase contract disputes with the owners of the housing involved
Representing Sigma Elevator Co., Ltd. in several employment contract disputes with its employees
Representing Changzhou Trina Solar Energy Co., Ltd. in a sales contract dispute and a security agreement
dispute before China International Economic and Trade Arbitration Commission
Representing Changzhou Trina Solar Energy Co., Ltd. before Shanghai Arbitration Commission in a leasing
dispute arising in Malaysia
Representing Martec Recycling Corporation in a joint venture contract dispute before Singapore International
Arbitration Centre
Representing Mot Hennessy Diageo (Shanghai) Co., Ltd. in a purchase contract dispute before China
International Economic and Trade Arbitration Commission and the Second Intermediate Peoples Court of
Shanghai Municipality
Representing Sunrise Group Corporation in a goods sales contract dispute before the Intermediate Peoples
Court of Ningbo Municipality
Representing Luxe Brands (Shanghai) Co., Ltd. in a distribution contract dispute
Representing Zhuhai Economic Special Zone Guangzhu Power Generation Co., Ltd. in handling the
recoupment of the capital investment of its partner company
Representing Zhejiang Qiandaohu Funday Aquatic Products Co., Ltd., together with U.S. counsel, in a sales
contract dispute before a U.S. court
Advising Government of Hong Kong Special Administrative Region for its construction contract dispute resolution in PRC
Advising Shanghai CP Guojian Pharmaceutical Co., Ltd. on a partnership dispute in relation to its employee
stock ownership platform

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Intellectual Property
Advising Tencent Technology (Shenzhen) Co., Ltd. on its acquisition of an audio standard patent portfolio
Advising Tencent Technology (Shenzhen) Co., Ltd. on its declaration of invalidity of a patent registered in
China
Representing Roxtec AB in an administrative lawsuit regarding the invalidity of a patent
Representing Bluestar Adisseo Nanjing Co., Ltd in bringing a patent infringement lawsuit and in requesting
the declaration of invalidity of a patent
Representing Asahi Machinery Ltd. in responding to a patent infringement claim lodged by Shanghai Yaoke
Representing Roxtec CN (Roxtec Sealing System (Shanghai) Co., Ltd.) in a dispute with an inventor over
reward and compensation
Representing Huntsman Advanced Materials in a patent infringement lawsuit against Shanghai Kehua Bioengineering Co., Ltd (KHB).
Representing Enzymotec in initiating a patent administrative lawsuit
Representing Masson Group Company Limited in a patent infringement dispute
Representing E Ink Corporation in bringing a patent infringement lawsuit
Representing Eli Lilly in a patent infringement lawsuit against Jiangsu Hansoh Pharmaceutical Co., Ltd.
Providing legal advice and opinions to Guangzhou Junfeng Medical Equipment Company, Ltd. on patent
research and development
Representing Shenzhen Emoi Co., Ltd. in initiating a series of patent infringement lawsuits, as well as unfair
competition litigation which is a representative type of case in the intellectual property industry
Representing Acon Co., Ltd. in initiating a patent infringement lawsuit
Representing Foshan Zhongrui Furniture Co., Ltd. in an overseas patent infringement dispute
Representing Guangdong Vtron Video Technology Co., Ltd. in initiating a patent infringement lawsuit
Representing Microsoft (China) in its appeal to the Supreme Court in relation to certain software copyright
infringement matters
Representing MelcoHoldings Inc. in software copyright infringement cases against Founder Group
Representing RealNetworks Inc. in an arbitration case regarding software licensing
Representing Yu Liqing and Ying Tan China Danxia Landscape Film Co., Ltd. in a copyright infringement
dispute
Representing Yantai Vast Co., Ltd. in bringing a trade secret lawsuit
Representing Xiaomi Technology in responding to a claim relating to Xiaomi TV Boxs infringement of the
claimants right of dissemination via information network
Representing MSN in responding to a copyright infringement claim
Representing Garden Co., Ltd. in bringing a trademark and unfair competition lawsuit against Zhongshan
Jiadun, and initiating the proceedings for judicial recognition of well-known trademark during the case
Representing Ubiquiti Networks, Inc in relation to trademark and software copyright infringement allegations
brought by a malicious competitor
Representing Qiaodan in responding to a claim for infringement of personal name rights
Representing Bayer HealthCare in a lawsuit regarding infringement of personal name rights
Representing Cest bon food & beverage (Shenzhen) Co., Ltd. in initiating a lawsuit against Nongfu Spring
Co., Ltd. for infringement of reputation rights
Representing PrimeVest Group in disputes with the American Institute of Certified Public Accountants and the
National Association of State Boards of Accountancy over trademark and unfair competition issues

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25

Zhong Lun Law Firm Annual Report 2013

Intellectual Property
Representing Nike Sports Products Co., Ltd. in a dispute over irregular stock clearance by a famous shopping
mall in downtown Shanghai
Representing Shanghai Wind Information Co., Ltd. in a commercial defamation lawsuit brought against it by
Zhejiang Hithink Flush Information Network Co., Ltd.
Representing New Hope Group in a trademark infringement and domain name-related unfair competition
case
Representing Qihoo 360 Technology Co., Ltd. in a number of disputes with its competitors over unfair
competition
Representing Qunar (Beijing) Co., Ltd. in initiating a domain name unfair competition lawsuit against
Guangzhouquna Information Technology Co., Ltd.
Representing Trendy International Co., Ltd. in initiating an unfair competition lawsuit against Shanghai
Missoul
Advising medical devices manufacturer on the parallel import of its core products
Providing legal services to AMAZON on new generic top-level domain namesNew gTLD
Representing Brady Corporation in domain name disputes at the Supreme Court
Advising VNC Bearing, Inc. on a trademark transfer
Advising Shanghai Liulishuo Information Technology Ltd., on trademark registration
Advising Cainiao Network Technology Corporation on trademark registration IP matters
Advising Baby World Language Ltd. on trademark registration
Representing IDEO, LLC. in a case of bad faith registration of its trademark and advising it on trademark
registration
Representing Brady Corporation, Sichuan Qinghetang Co., Ltd., Shanghai Yuyuan Tourist Mart and Cherry
Motors in their respective lawsuits for confirmation of trademark rights
Representing Chengdu Texing Co., Ltd. in bringing a lawsuit for trademark infringement
Representing ASOS PLC in a dispute with Assos Switzerland over trademark infringement
Representing HzO, Inc. in an equipment licensing dispute with Guangdong Youtong Industry
Advising Radar Pictures, LLC on intellectual property law regarding Sino-U.S. co-production of films
Advising HzO, Inc. on intellectual property law in a cross-border equipment procurement transaction and
overall licensing of a production line
Preparing notices on cessation of copyright infringement for HOFFMANN EITLE and Sven Grumbrecht
Advising Sinochem Agro Co., Ltd. with licensing negotiations

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Providing full legal services to Suning for its e-commerce business


Advising Shanghai Yi is a Agel Ecommerce Ltd. (yhd.com) on its e-commerce business, and assisting in
establishing the first Sino-foreign telecom joint venture in the China (Shanghai) Pilot Free Trade Zone
Advising Tencent on its e-commerce and online game business
Advising SAP on IP protection matters
Advising Hong Kong Jockey Club with advertising its gambling and lottery business and helping effectively
avoid possible legal risks
Advising Guangdong Intellectual Property Research and Development Centre on a special topic study, the
findings of which will be used in appraising intellectual property service providers in China
Representing PuLiMa ham co., Ltd. in a IP license dispute with Masterkong Corporation
Representing Taishan Fiberglass Inc. in technology import and license with a foreign company
Representing Beijing Aumed Technology Corporation in responding to a US 337 survey brought by
Freedom Scientific Corporation
Representing Ningbo Xunqiang Technology Corporation in responding to a US 337 survey brought by Tyco
Representing Beijing Tidebuy Technology Corporation in responding to an intellectual-property infringement
suit brought by the Court for the Southern District of New York
Representing Yantai Vast Co., Ltd. in a trade secret retrial case before the Supreme People's Court of the PRC
and winning the case
Advising Xiaomi Technology on intellectual property law regarding Xiaomi TV Box

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27

Zhong Lun Law Firm Annual Report 2013

Construction & Infrastructure


Construction Projects
Advising on the China Zun project invested in and constructed by CITIC Heye Investment (Beijing) Co.,
Ltd., a subsidiary wholly owned by CITIC Group. China Zun, with an estimated investment amount of RMB24
billion in total, is designed with seven underground floors and 108 aboveground floors with a total gross
floor area of around 437,000 square meters and will be the tallest building in Beijing with a height of 528
meters
Advising GE Health Care on the purpose built development and construction of GE Healthcare R&D, Trial
Production and Operation Science Park Project in Beijing Economic-Technological Development Area.
Advising Haoningda Meters Company on its purchase of a construction project (in progress)
Advising Hines China on its HOPSCAs/complexes in Jingan District of Shanghai
Advising Banyan Tree Hotel and Resorts on its four hotels and resorts in China
Advising Inter IKEA (China) on its three shopping malls in China
Advising Tishmen Speyer on drawing up sample construction contracts
Advising Value Retail on its Suzhou Village projects in China
Advising Capitaland on its commercial complex in Daxing District of Beijing
Advising Samsung on the whole-process construction of its CBD Z2b plot project in Beijing
Advising BMW Brilliance Automotive on its industrial plants and training base in China
Advising Kraft China on its industrial plants in China
Advising China Investment Corporation on the whole-process construction of its CBD Z8 plot project in
Beijing
Advising Taikang Life on the whole-process construction of its CBD Z12 plot project in Beijing
Advising China Investment Development Limited Liability Company Corporation on the whole-process
construction of its HOPSCAs/complexes across China
Providing legal service regarding several construction of infrastructure projects for China Eastern Airline
Corporation
Advising Lenovo China on its manufacturing base projects in China
Providing Yuanyang Real Estate Group with legal services throughout the entire construction process
Providing the Peoples Bank of China with legal services throughout the construction of its Liquidation Centre
Advising Changsha Mexihu Industrial Co., Ltd. on the bidding and bid invitation relating to its development
and construction of a grand theatre in Changsha
Advising Zhonghai Sichuan on the bidding and bid invitation and project management relating to its
investment and construction of a liquid natural gas project of 400,000 tons per year in Guizhou
Providing long term legal consulting service including construction advice to Cainiao Network and Technology
Co., Ltd. on China Smart Logistic Network (CSN) project
Advising Yintai Land Group on drawing up sample construction contracts
Providing Dacheng Fund Management Co., Ltd. with a full range of legal services for the construction of its
headquarters office building

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Providing Gaodi Real Estate Development Co., Ltd. with a full range of legal services for the construction of
its Moxiangjun Project
Advising Dongguan Min Yin Group Ltd. and providing legal services on the International Trade Centre City
HOPSCA Project in Dongguan City
Advising AIA Insurance Company and providing legal services on real estate and leasing on the AIA (Nanhai)
Finance Centre Project in Foshan City
Advising CITIC Group Co., Ltd. on its bidding for and contract negotiations on the development, building and
transfer of metro properties located at Qianhai Depot in association with Shenzhen Metro Co., Ltd.
Advising CITP Advisors (Hong Kong) Limited, an environmental protection industry investment fund under
Bank of China (Hong Kong), on its investment in Nobao Group
Serving as the Chinese legal expert witness for China Resources Power Holdings Co., Ltd. in its minority
shareholder litigation before the High Court of the Hong Kong Special Administrative Region
Advising Henan Civil Aviation Development and Investment Co., Ltd. on its acquisition of 35% shares of
Cargolux Airlines International S.A. and further cooperation of civil aviation business in Henan Province
Advising China Ship Fund on its restructuring

Real Estate Management


Providing legal services in relation to leasing issues for Sun Hung Kai Propertiess Shanghai IFC Mall
Providing legal services regarding leasing issues for Sun Hung Kai Propertiess Shanghai APM Mall
Providing legal services for the sales project of Four Seasons Palace of SOCAM Development
Providing legal services for the Peninsula Hotel Shanghai
Providing legal services for the sales project of Banyantree in Huangshan and Lijiang
Providing legal services for the sales project of Cheung Kong Holdings in Jiading, Shanghai
Providing legal services to Macquarie regarding lease and operations matters in Plaza 353
Providing legal services to Mirae Assets regarding lease and operations matters in Mirae Assets Tower
Providing legal services to Grosvenor regarding lease and operations matters in Parkside Plaza
Providing legal services to Pavilion regarding lease and operations matters in Pavilion Dalian Shopping Centre
Advising Palm Springs Property Holdings Co., Ltd. on its proposed investment regarding Fairmont Hotel and
Swiss Hotel
Representing China Investment Corporation in the amendment to and negotiations of a hotel management
contract with a famous hotel company
Advising Marriott International Inc. on research regarding the feasibility of relevant management patterns for
branded residence
Advising Changsha Meixihu Industry Co., Ltd. in respect of the entrusted management of art libraries and
the selection of a management company
Advising CITS on investing in real estate in Sanya

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Zhong Lun Law Firm Annual Report 2013

Antitrust/Competition
Representing Beijing Ruibang Yonghe Technology and Trade Co., Ltd., the appellant in the first vertical
monopoly agreement dispute case in China
Advising Mitsui & Co., Ltd. on its notification of concentration of undertakings in relation to its acquisition of
equity in Severstal
Advising Rikensen on its notification of concentration of undertakings for its establishment of a joint venture
in Tangshan
Advising on the notification of concentration of undertakings for the merger between Nippon Steel
Corporation and Nippon Steel & Sumikin Bussan Corporation
Advising on the notification of concentration of undertakings for the establishment of a joint venture by
Mitsui & Co., Ltd., 7-Eleven (China) Investment Co., Ltd. and New Hope Group
Advising on the notification of concentration of undertakings to the PRC government for the establishment
of a U.S. joint venture by Mitsui & Co., Ltd. and Celanese Corporation
Advising on the notification of concentration of undertakings to the PRC government for the establishment
of a U.S. joint venture by Mitsui & Co., Ltd. and Idemitsu Kosan Co., Ltd
Advising on the notification of concentration of undertakings for the establishment of a joint venture by
Mitsui & Co., Ltd., Otsuka Pharmaceutical Co., Ltd.and India Claris
Advising on the notification of concentration of undertakings for the establishment of a joint venture by
Mitsubishi Electric and Hefei Kinghome Electrical Appliance Co., Ltd.
Advising on the notification of concentration of undertakings for the establishment of a joint venture by
Harman (China) and Neusoft
Advising on the notification of concentration of undertakings for Archer Daniels Midlands acquisition of
equity in GrainCorp Limited
Advising on the notification of concentration of undertakings for the acquisition of more than 50% equity
in Tysan Group by public tender offer by a fund managed by Blackstone Real Estate Advisors L.P., an entity
controlled by Blackstone Group
Advising on the notification of concentration of undertakings for the acquisition of equity in New Hope Liuhe
Group (Qingdao) Tianrun Foods Co., Ltd. by Marubeni Corporation and Marubeni (Beijing) trade Co., Ltd.
Advising on the notification of concentration of undertakings for the acquisition of equity in Xian Lijun
Pharmaceutical Co., Ltd. by Sichuan Kelun Pharmaceutical Co., Ltd.

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

WTO/International Trade
Representing the Ministry of Commerce in responding to an anti-subsidy investigation initiated by the EU on
PV products, leading to a price undertaking settlement
Representing the Ministry of Commerce to participate, as a third party, in a WTO dispute settlement case
between Vietnam and the United States over warm-water shrimps
Representing the Ministry of Commerce to participate, as a third party, in a WTO dispute settlement case
between Argentina and the U.S. over animal products
Representing the Ministry of Commerce in responding to an anti-subsidy investigation initiated by the EU on
PV glass
Representing the Ministry of Commerce in responding to the third anti-subsidy review investigation initiated
by the United States on oil country tubular goods (OCTG)
Representing the Ministry of Commerce in responding to an anti-subsidy investigation initiated by the EU on
fiberglass
Representing China Iron and Steel Association in responding to the injury aspect of an anti-dumping
investigation initiated by the EU on large diameter seamless pipes, causing the EU to terminate the
investigation without measure
Representing ABB (China) Limited in responding to an anti-dumping investigation initiated by Australia on
transformers, leading to a zero tariff rate in preliminary determination
Representing Jigang Group Co., Ltd. in responding to Australias anti-dumping and anti-subsidy investigations
into medium plates, leading to a zero tariff rate in both investigations
Representing Wuhan Iron and Steel Company Limited in responding to an anti-dumping sunset review
investigation initiated by Indonesia on hot rolled coils, leading to a zero tariff rate
Representing Fangda Carbon New Material Co., Ltd. in responding to the third annual review investigation
initiated by the United States on small diameter graphite electrodes, leading to a zero tariff rate
Representing Wuxi Suntech Power Co., Ltd. in responding to the EUs anti-dumping and anti-subsidy
investigations into PV, leading to a price undertaking settlement
Representing Hubei Xinyegang Steel Co., Ltd. in responding to the EUs anti-dumping investigation into large
diameter seamless pipes, causing the EU to terminate the investigation without measure
Representing Tianjin Pipe (Group) Corporation in responding to the EUs anti-dumping investigation into large
diameter seamless pipes, causing the EU to terminate the investigation without measure
Representing Shanxi Taigang Stainless Steel Co., Ltd., currently the worlds largest stainless steel producer, in
responding to an anti-dumping investigation initiated by Taiwan on cold-rolled stainless steel
Representing Guangzhou Jangho Curtain Wall Systems Engineering Co., Ltd. in responding to Canadas antidumping and anti-subsidy investigations into glass curtain walls and helping the company receive the lowest
tariff rate among all responding Chinese enterprises in the final determination, with the tariff rate being
substantially lower than that established in the preliminary determination

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Zhong Lun Law Firm Annual Report 2013

Overseas Investments
Advising Hebei Iron & Steel Group Co., Ltd. on its strategic investment in the Kami iron ore project of Alderon
Iron Ore Corp. in Canada
Advising Kohlberg Kravis Roberts & Co. Great China on its cooperation with Sino-Ocean Land on a number
of domestic property projects through overseas joint venture structures
Advising Shanghai Zendai Group on its investment in the mining industry in Congo
Advising a large state-owned enterprise on a mining project in the Democratic Republic of the Congo
Advising a large state-owned enterprise on a mining project in Eritrea
Advising on a Pointe Noire Wharf Project by MagIndustries in the Republic of the Congo
Advising Yunnan Xinli Nonferrous Metals Co., Ltd on its titanium ore project in Mozambique
Advising Sichuan Fulin Industrial Group Co., Ltd. on its Kilembe copper mine project in Uganda
Acting as legal counsel for Beijing RongDa Investment Co., Ltd on its overseas investments
Advising Zhongnan Industrial Group Co., Ltd on its JUMA project in the Democratic Republic of the Congo
Advising Zhongnan Industrial Group Co., Ltd on its MUTOSHI project in the Democratic Republic of the
Congo
Providing legal services to China Nation Native Produce and Animal Byproducts Import and Export
Corporation for a due diligence investigation into its forestry assets in Gabon
Providing legal services to Chengdu Shiji Huashang Mining Co., Ltd. for a due diligence investigation into the
project company of its mining project in the Democratic Republic of the Congo
Advising CRCC China-Africa Construction limited on its railway project in Guinea
Advising SDIC High-tech Investment Co., Ltd on its cement plant project in Indonesia
Acting as legal counsel for La Sino-Congolaise des Mines Sarl
Advising China-Union (Hong Kong) Mining Co., Ltd on its mining project in Liberia
Advising Beijing Broadtec Investment Co., Ltd. and China Focus International Ltd. on its acquisition of a South
Africa mining company
Advising Beijing Broadtec Investment Co., Ltd. and China Focus International Ltd. on the acquisition of a
South African exploration company listed on JSE
Advising China Railway Materials Trade Co., Ltd. on its responses to a tender for the long-term supply of
rolling stock components to the largest state-owned freight logistics company in South Africa

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Labor & Employment


Providing labor and employment law advice to Bank of Tokyo-Mitsubishi UFJ (China), Ltd., Wuhan Branch
Providing legal services to a large state-owned oil enterprise for its labor dispatch adjustment and regulation
project which involved the largest number of workers among enterprises under the State-owned Assets
Supervision and Administration Commission. This was one of the earliest labor adjustment projects, offering
a referential perspective for other enterprises in respect of labor dispatch adjustment
Providing legal services to a world leading oil exploration company, a Fortune Global 500 company, for its
layoff of thousands of employees of its Chinese company
Representing a world leading computer software company, a Fortune Global 500 company, in its labor
dispute with its employees
Representing a world leading chemical company, a Fortune Global 500 company, in its labor dispute with its
employees
Representing Shanghai Xingchang Culture Communication Co., Ltd. in a series of disputes over one of its
senior officers taking business opportunities to a third party and the termination of the employment contract
with the senior officer
Advising a Fortune Global 500 company on compliance investigations and the dismissal of employees who
violated its rules
Providing compliance training to a U.S. pharmaceutical company which was under investigation by the U.S.
Securities and Exchange Commission and the U.S. Department of Justice, assisting the company in punishing
its employees who violated its code of conduct, and rendering day-to-day labor law consulting services to the
company
Advising a U.S. listed company on the application of U.S. export control laws and regulations to its PRC
employees and representing the company in labor arbitration and litigation initiated by its former employees
who were dismissed for violation of such laws and regulations
Advising a Singaporean company on the dismissal of its employees who violated PRC laws and regulations
and representing the company in labor arbitration and litigation initiated by the dismissed employees
Advising a large motor company on confidentiality and non-competition issues and representing the company
in initiating labor arbitration against its employees who violated their non-competition obligations
Advising a number of companies engaged in various industries such as energy, chemical, healthcare, clothing,
retail, luxury and finance on their large-scale layoffs, and on pay cuts, production halts, day off rotations,
closedowns and other labor-related matters
Advising a senior vice president of a top U.S. company joining a large PRC company and on other matters
such as employment in China as a foreign national and compensation and benefits, including a stock option
agreement
Providing legal advice and services to a number of multinational companies with respect to employment of
foreign nationals in China
Advising a European company on its dispatch of foreign employees and dual labor relations
Advising a number of companies engaged in chemical, clothing, luxury, finance and other industries on labor
dispatch and on the transfer of all their employees
Advising a number of multinational companies engaged in various industries on human resources and
employment matters, including benefits plans, punishment measures against employees who violate company
rules and dismissal
Providing legal services to the trade union federation of the PRC subsidiaries of a world famous multinational
company
Advising a large-scale state-owned bank on labor law, reviewing and amending its documents concerning HR
management, and representing it in labor litigation initiated by its employees
Drafting and reviewing HR/employment-related documents, such as labor contracts, dispatch agreements,
compensation service agreements, intellectual property agreements, confidentiality agreements, noncompetition agreements, employee manuals and HR management policies, for a number of multinational
companies engaged in various businesses

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Zhong Lun Law Firm Annual Report 2013

Tax & Wealth Management


Advising a leading global advertisement company on M&A transactions in China from a PRC tax perspective
Advising a leading global real estate fund on the RMB2 billion indirect acquisition of a PRC real estate
company from a PRC tax perspective
Advising a leading global auction company on the PRC tax implications of market entry and day-to-day
operations
Advising a leading global PE fund on its investment in the PRC from a PRC tax perspective
Advising a leading Chinese trust company on its real estate investment in the US from a tax perspective
Assisting a US MNC in dealing with a customs audit involving contract manufacturing
Assisting a leading Singapore company in dealing with non-compliance matters
Advising on the reorganization of several MNCs from a tax perspective
Advising a number of MNCs on the PRC anti-avoidance measures
Advising a number of foreign companies on their market entry from a PRC tax perspective
Representing various foreign companies in dealing with individual income tax related non-compliance issues
involving senior executives, including potential criminal liability
Advising a number of private banks and high net worth individuals and families on wealth planning, including
the establishment and management of offshore trusts

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Securitization & Financial Products


Advising China Development Bank on its RMB20 billion Railway-Targeted Credit Asset Securitization Project,
under which the asset-backed securities were approved once for all and issued in phases, with the first phase
being 2013 Kaiyun senior class credit asset-backed securities (Phase 1) backed by railroad-targeted loan
including RMB8 billion senior class asset-backed securities
Advising Agricultural Development Bank of China on its 2013 Fayuan credit asset-backed securities (Phase 1)
project, which is the first credit asset securitization project of the bank
Advising The Export-Import Bank of China on its 2013 Jinyuan Credit Asset Securitization Trust (Phase 1),
which is the first credit asset securitization project of the bank
Advising Industrial and Commercial Bank of China on its RMB3.59 billion 2013 Gongyuan Credit Asset
Securitization Project (Phase 1)
Advising Industrial Bank, China Merchants Bank, Bank of Communications, SPB Bank, Industrial and
Commercial Bank of China, China Everbright Bank, China Minsheng Bank and China Bohai Bank on
their respective first batches of wealth management plans and direct financing instruments for wealth
management
Advising the Investment Bank Department of Ping An Trust Co., Ltd. on a RMB3 billion real estate investment
project
Advising Ping An Trust Co., Ltd. on a cooperation project in Dalian with China CITIC Bank
Advising Ping An Trust Co., Ltd. on a real estate development project in Hefei
Advising Spring Real Estate Investment Trust on financing for a global issuance of 439,500,000 fund units
Advising Ping An Trust Co., Ltd. on its equity investment in Baolan project
Advising on the founding of Rising Securities Pacific Securities CMBC Targeted Asset Management Plan
for providing financing for Shandong Haoyu Vehicle Co., Ltd.
Advising ICBI Ruixin Investment Management Co., Ltd. on the founding of Happy City Series and Ruixiang
Series specific asset management plans
Advising Ping An Trust Co., Ltd. on its Ping An Fortune Jiasheng No. 6 Collective Trust Plan
Advising CITIC Trust Co., Ltd. on its RMB4 billion CITIC Financial-Fanhai Loan Collective Trust Plan
Advising China Ping An Trust Co., Ltd. on its Jiasheng No. 7 Collective Trust Plan
Advising Zijin Trust Co., Ltd. on its Xingxin No. 1 Credit Card Securitization Project
Advising China Industrial International Trust Limited on its Baosheng No. 13 Trust Plan
Advising on CITIC Trust-Qingdao Tianyi Loan Collective Trust Plan
Advising on CITIC Trust China Fanhai Loan Collective Trust Plan with a size of no more than RMB 4 billion
Advising Founder Fubon Asset Management on its specific asset management plan for the equity investment
in Tianjin Tuanbao Outlets
Advising Founder Fubon Asset Management on its specific asset management plan for the income right to
particular assets of Kunming Yujing New City

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35

Zhong Lun Law Firm Annual Report 2013

Securitization & Financial Products


Advising Pian An Trust on its Franshion Properties (Beijing ) Green Building Single Fund Trust Project
Advising Huarong International Trust Co., Ltd. on its Rongxin No. 8 Zhengde Art Fund Collective Trust Plan
(Phase 2)
Advising Ping An Trust Co., Ltd. on its Ping An Fortune Jiayuan No. 52 Collective Trust Fund for a project
of Kamfei Group in Huaian, advising Jiayuan Group on its trust project, and advising on Ping An Fortune
Xiangyuan No. 3 Collective Trust Fund for a project in Dongguan, Ping An Fortune Jiasheng No. 2 Collective
Trust Fund for a project of Evergrande Group in Yangling of Shaanxi, Ping An Fortune Jiayuan No. 61
Collective Trust Fund for a project of Fangzhi Group in Huicheng District of Huizhou, Ping An Fortune
Jiasheng No. 3 Collective Trust Fund for a project of Classic Group in Kunming, Ping An Fortune Jiayuan
No. 67 Collective Trust Fund for the projects of KamFei Group in Chongqing and Fuzhou, Ping An Fortune
Jiasheng No. 5 Collective Trust Fund for the Venice project of Jiayuan Group in Taizhou, Ping An Fortune
Jiayuan No. 73 Collective Trust Fund for a project of Evergrande Group in Qidong, and Ping An Fortune
Xiangyuan No. 6 Collective Trust Fund for Evergrande Group liquidity loan trust fund, with the combined
transaction amount being RMB12 billion
Advising CDH Investment on mezzanine financing for the Shenzhen Yidexuan real estate project (phase
1), Shenzhen Yidexuan real estate project (phase 2) and the Xian project of China Housing and Land
Development. Inc
Advising Ping An Dahuahuitong Fund Management Co., Ltd. on Ping An Huitong Ping An Zhifu No. 5
Specific Asset Management Plan (Phase 1) for a project of Evergrande Qunli New Area of Harbin Project
Advising Ping An Dahuahuitong Fund Management Co., Ltd. on Ping An Huitong Ping An Zhifu No. 1, No. 3
and No.4 specific asset management plans (Phase 1) for a project of BRC in Fangshan District, Beijing
Advising Shenzhen Rongtong Capital Management Co., Ltd., Shenzhen Qianhai Dinghui Hongtai Investment
Management Co., Ltd. on Rongtong Capital Dingrong No. 1 Specific Asset Management Plan for the
Yangguang Shuian project of China National Real Estate Development Group Corporation in Quzhou
Advising Shenzhen Rongtong Capital Management Co., Ltd., Shenzhen Qianhai Dinghui Hongtai Investment
Management Co., Ltd.on Rongtong Capital Dingrong No. 3 Specific Asset Management Plan for the Royal
Park Project of Xincheng Group
Advising China Cinda Asset Management Co., Ltd. Chongqing branch on its debt acquisition restructuring

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Bankruptcy & Reorganization


Acting as legal counsel for its reorganization of Shenzhen China Bicycle Company (Holdings) Limited (000017,
200017.SZ), the reorganization plan of which was completed successfully
Acting as legal counsel for the reorganization of Shenzhen Wanji Pharmaceutical Co., Ltd., the reorganization
plan of which was approved by the court
Acting as legal counsel for reorganization of Shenzhen Shuizhi Industrial Development Co., Ltd.
Acting as a bankruptcy administrator as designated by Shenzhen Municipal Intermediate Peoples Court for
Proview Technology (Shenzhen) Co., Ltd.
Acting as a bankruptcy administrator as designated by Shenzhen Municipal Intermediate Peoples Court for
Crystal Crown Technology (Shenzhen) Co., Ltd.
Acting as a bankruptcy administrator as designated by Shenzhen Municipal Intermediate Peoples Court for
Shenzhen Meisei Medical & Healthy Products Co., Ltd.
Acting as a bankruptcy administrator as designated by Shenzhen Municipal Intermediate Peoples Court for
Shenzhen Jinlong Paper Co., Ltd.
Advising a Japan-invested enterprise on liquidation proceedings

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Zhong Lun Law Firm Annual Report 2013

Hospitality
Advising on the introduction of Park Hyatt, a brand under Hyatt Corporation, into Ping An Financial Center
Advising on the The Central hotel project undertaken by Huayuan Group in cooperation with Hyatt Hotels
Corporation
Providing legal services to the Peninsula Hotel Shanghai
Acting as legal counsel for Sichuan Minshan Hotel Co., Ltd.
Acting as legal counsel for Chengdu Jiuzhaigou Hotel
Acting as legal counsel for Vienna Hotel Group Limited
Acting as legal counsel for Dakun Real Estate Development Co., Ltd. and Guangxin Hotel Shenzhen
Advising Palm Springs Holding Co., Ltd. on its proposed investment regarding Fairmont Hotel and Swiss Hotel
Advising Accor Hotels Management Group on managing projects in Beijing, Chongqing, Zhengzhou, Fuzhou,
Lanzhou, Huizhou, Dalian, etc.
Acting as legal counsel for Beijing Enterprises Group Real Estate Co., Ltd. Cooperating with a management
group in respect of boutique hotel, convention center, branded villa, SPA and F&B, etc. in Beijing
Advising on the brands of Four Seasons, St. Regis, and W developed by Hainan Jianfeng Tourism Development
Co., Ltd. in Hainan
Advising Sunshine Insurance Group Holding Co., Ltd. on cooperating with a management group in respect of
hotel projects in Hainan
Advising Suning Real Estate Group Co., Ltd. on cooperating with a management group in respect of hotel
projects in Jiangsu
Advising Shanghai Hongye Real Estate Development Co., Ltd. (under Shenzhen Excellence Group) on
cooperating with a management group in respect of a 5-star hotel in Shanghai
Advising Shenyang Huaqiang Jinlang City Plaza Real Estate Co., Ltd. on cooperation with a management
group in respect of a luxury 5-star hotel in Shenyang
Advising on the refinancing for Beijing Frasers Residence Project owned by JP Morgan

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Technology, Media,
Telecoms and Entertainment
Representing Vertex Venture Holdings Ltd in Baidus USD1.9 billion acquisition of 91 Wireless Websoft
Limited, the largest M&A transaction in the history of the Chinese internet industry
Advising Tencent Technology (Shenzhen) Co., Ltd. on its acquisition of an audio standard patent portfolio
held by ZTE Corporation
Advising Bluefocus Communication Group Co., Ltd. (stock code: 300058.SZ) on its acquisition of equity in
Tibet Shannan East Bojie Advertisement Co., Ltd. in cash and by issuing 48,867,199 shares
Advising Tencent Technology (Shenzhen) Co., Ltd. on the declaration of invalidity of a patent registered in
China
Successfully representing Shanghai Wind Information Co., Ltd. in a commercial defamation lawsuit brought
against it by Zhejiang Hithink Flush Information Network Co., Ltd.
Representing Qihoo 360 Technology Co., Ltd. in a number of disputes with its competitors over unfair
competition
Representing (Xiaomi Technology) in responding to a claim regarding Xiaomi TV Boxs infringement of the
claimants right of dissemination via information network
Representing MSN in responding to a copyright infringement claim
Advising Shanghai Yi is a Agel Ecommerce Ltd. (yhd.com) on its e-commerce business, and assisting in
establishing the first Sino-foreign telecom joint venture in the China (Shanghai) Pilot Free Trade Zone
Representing Tencent in requesting for declaration of invalidity of a patent
Providing construction and other legal services to Cainiao Network Technology Co., Ltd.for China Smart
Logistics Network
Advising Chuanke website on its offshore A round PE financing from Bertelsmann Asia Investments
Advising Shanghai Qiniu Information Technologies Co., Ltd. on a B round preferred share investment made
by Qiming Venture Partners and other investors
Advising Xiami website on the sale of its online music business to Alibaba
Advising Gewara website on its domestic and overseas C round PE financing from Shanda Interactive
Entertainment Ltd.
Advising Amiba Foundation l on sale of its equity in Mogujie website
Advising Shanghai Inlook Media Advertising Co., Ltd. on its second round financing and subsequent buyback
of equity held by the first round investors
Advising Beijing Ti Knight Co., Ltd., a 3D social game service provider, on its A round PE financing
Advising the Chuanke website, a leading PRC online course sharing platform, on its A+ rounds PE financing
Advising China Film Group Corporation and its subsidiary Beijing Film and Video Technology Factory on the
listing and transfer of their state-owned property rights in Shanghai Paradise Co., Ltd.

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Zhong Lun Law Firm Annual Report 2013

Regulatory Compliance/Anti-bribery
Providing training and other legal services regarding the Foreign Corrupt Practices Act as instructed by RDM
Asia
Providing legal compliance service to a world famous sports products company for its internet e-commerce
Conducting a compliance investigation for a world famous manufacturer of chemical products
Providing compliance service to a world famous retailer in respect of its membership manual
Conducting a number of internal compliance investigations and issuing investigation reports for a world
famous manufacturer of nutritional products
Providing compliance services to a world famous retailer for its work safety standardization
Providing compliance services to a world famous auction company in respect of anti-money laundering in
China
Representing a world famous retailer in an administrative review case regarding an administrative penalty for
price non-compliance
Advising a world famous pharmaceutical enterprise on a commercial bribery investigation initiated against it
by the Administration for Industry and Commerce
Advising a world famous pharmaceutical distributor on a compliance auditing conducted on its joint venture
in China as a result of an anti-bribery investigation initiated by the United States Department of Justice
against the key medicine and medical devices suppliers of the joint venture

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Zhong Lun Law Firm Annual Report 2013

Zhong Lun Law Firm Annual Report 2013

Major Transactions

Environmental, Energy
and Natural Resources
Advising Shanxi Jincheng Anthracite Mining Group on the carbon emission reduction trading in the Sihe
Coal Mine 120MW CMM Power Generation CDM Project, including the trading with respect to the carbon
emission reductions generated before the end of 2012 and the trading with respect to the carbon emission
reductions generated after 2013 (inclusive)
Advising Shanxi Jinju Company on the carbon emission reduction trading in the Chengzhuang Coal Mine
18MW CMM Power Generation CDM Project, including the trading with respect to the carbon emission
reductions generated before the end of 2012 and the trading with respect to the carbon emission reductions
generated after 2013 (inclusive)
Advising Shanxi Jinju Company on the carbon emission reduction trading in the Beishidian Coal Mine 36MW
CMM Power Generation CDM Project, including the trading with respect to the carbon emission reductions
generated before the end of 2012 and the trading with respect to the carbon emission reductions generated
after 2013 (inclusive)
Advising a Ningxia-based company on its purchase of equity in a Fujian-based energy performance
contracting company
Providing transaction structure design and contract amendment services to a famous Fujian-based energy
performance contracting company for its energy performance contracting project
Appointed as the only lawyer member of the expert panel of the legislative drafting working group for the Act
of the People's Republic of China on Addressing Climate Change
Advising Shaanxi Yitai Energy Investment Co., Ltd. on its RMB2 billion purchase of equity in a coal chemical
company, a subsidiary of a famous stated-owned electric power group
Advising Shaanxi Yitai Energy Investment Co., Ltd.on its RMB2 billion purchase of equity in a gas chemical
company, a subsidiary of a famous stated-owned electric power group
Acting as legal counsel for several new companies of coal resources integration projects of Shanxi Jincheng
Anthracite Mining Group in several integration zones
Advising Shanxi Jincheng Anthracite Mining Group on its exploration right replacement with a listed company
Advising on the equity restructuring of Yixin Mining,a subsidiary of Shanxi Jinsheng Co., Ltd.
Advising on the deregistration of a coal subsidiary of Shanxi Jinsheng Co., Ltd.
Advising on the equity restructuring of Jincheng Tianyu New Energy Co., Ltd.
Advising on the joint establishment of a transportation energy utilization company by Shanxi Blue Flame Coal
Bed Methane Group and a transportation investment company
Advising Qingwa Mining, a subsidiary of Shanxi Shengtai Energy Investment Co., Ltd., on its capital increase
project
Advising Shanxi Jincheng Anthracite Mining Group on its introduction of MTG technology from a famous
foreign oil and gas company
Acting as legal counsel for China Fulin Wind Power Engineering Co., Ltd. of China Guodian Group
Acting as legal counsel for a mining subsidiary of China Huadian Corporation
Acting as legal counsel for Shanxi Shengtai Energy Investment Co., Ltd.
Acting as legal counsel for a Beijing-based new energy investment enterprise

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Zhong Lun Law Firm Annual Report 2013

Shipping
Advising BNP Paribas (Suisse) SA on its final delivery of a ship
Advising Abu Dhabi Commercial Bank on ship financing
Representing TAL International Container Corporation in a dispute with Hainan Po Shipping Co., Ltd. over
container rental and in the bankruptcy of Hainan P O Shipping Co., Ltd.
Acting as legal counsel for LF Logistics (China) Co., Ltd.
Representing Emirates Shipping Line in a bill of lading dispute before Qingdao Maritime Court
Representing Shanghai Sijin Intl Transport Co., Ltd. in a bill of lading dispute before China Maritime
Arbitration Commission
Representing NYK in a dispute over a branch transport contract before China Maritime Arbitration
Commission
Representing Taicang International Container Terminal Company Limited in a port operation dispute
Representing China Shipping Haisheng Co., Ltd. in a ship collision dispute involving the ship Sheng Rong Hai
Representing Glencore, a U.S. trading company, in a dispute with Mediterranean Shipping Company S.A.
over a carriage contract
Representing International Bunker Services Limited in a number of ship auctions before various maritime
courts of China
Representing South Korea STX Corp. in a dispute over the attachment of a ship produced by its Dalian
shipyard
Representing Taizhou Jiaojiang Coast Shipping Co., Ltd. in a three-ship chain collision case involving the ship
Zhe Jiao Ji 1156
Providing logistic legal service to SITC Logistics Co., Ltd.
Representing Nanjing Ocean Shipping Co., Ltd. in a dispute over a fire caused by handling operations on the
ship NASCO GAM
Representing Jiangsu Ganghua Shipbuilding Co., Ltd. and Ningbo Arts & Crafts I/E Co., Ltd. before Ningbo
Maritime Court in enforcement of an arbitral award rendered on arbitration costs in an arbitration case
conducted in London
Representing Zhejiang Huamao International Co., Ltd. and China Grand Ocean Enterprises Limited before
London Maritime Arbitrators Association in a shipbuilding dispute involving four ships
Representing Zhejiang Huamao International Co., Ltd. before Wuhan Maritime Court in a ship ownership
dispute involving two ships
Representing Wartsila Switzerland Ltd. before Shanghai Maritime Court in a dispute over a main engine
supply contract
Representing Guangzhou Wenchong Shipyard Co., Ltd. in a dispute over a main engine purchase contract
Advising Ernst Russ (Far East) Shipping GmbH on maritime affairs
Representing Xinyu Iron & Steel Co., Ltd. in a ship contract dispute before London Maritime Arbitrators
Association

42

Zhong Lun Law Firm Annual Report 2013

2013

Beijing Office

Chengdu Office

London Office

36-37/F, SK Tower, 6A Jianguomenwai Avenue, Beijing


100022, People's Republic of China

6/F, East Building, La Defense No. 1480, North Tianfu


Avenue, Chengdu High-tech Zone 610042, P.R.China

10-11 Austin Friars

Tel: 86-10-5957-2288

Tel: 86-28-6208-8000

Tel: 44-(0) 20-7382-1567

Fax: 86-10-6568-1022/1838

Fax: 86-28-6208-8111

Fax: 44-(0) 20-7382-1568

Shanghai Office

Wuhan Office

New York Office

Level 10 & 11, Two IFC, NO. 8 Century Avenue, Pudong


New Area, Shanghai 200120, PRC

17F, New World international Trade Tower, 568


Jianshe Da Dao, Wuhan 430022, P.R.China

340 Madison Avenue, 19th Floor

Tel: 86-21-6061-3666

Tel: 86-27-8555-7988

Tel: (212)-220-9399

Fax: 86-21-6061-3555

Fax: 86-27-8555-7588

Fax: (212)-202-3758

Shenzhen Office

Hong Kong Office

10/F, Tower A, Rongchao Tower, 6003 Yitian Road,


Futian District, Shenzhen, 518026, CHINA

409 Jardine House, 1 Connaught Place, Central,


Hong Kong

Tel: 86-755-3325-6666

Tel: 852-2877-3088

Fax: 86-755-3320-6888/755-3320-6889

Fax: 852-2525-1099

Guangzhou Office

Tokyo Office

23/F, R&F Center, 10#Huaxia Road, TianHe District,


Guangzhou 510623

6F Kioicho Building, 3-12 Kioicho, Chiyoda-ku,


Tokyo 102-0094, Japan

Tel: 86-20-2826-1688

Tel: 81-3-3288-8791

Fax: 86-20-2826-1666

Fax: 81-3-3288-8795

ANNUAL
REPORT

London, EC2N 2HG

New York, New York 10173

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