|Ali Budiardjo, Nugroho, Reksodiputro has assisted KfW of Frankfurt and UniCredit Bank AG (formerly known as Bayerische Hypo-und Vereinsbank Aktiengesellschaft) of Munich in respect of their combined €38.8 million (US$53.5m) loan granted to PT Krakatau Steel (Persero), a soon-to-be-listed Indonesian Government-owned steel maker. Theodoor Bakker, Emir Nurmansyah and Luky I Walalangi led the transaction.
Allen & Gledhill LLP has advised Hony Capital in respect of its agreement to purchase, through its wholly-owned special purpose vehicle, Autumn Eagle Limited, more than 319.3 million ordinary shares representing approximately 29.47 percent of the issued share capital of Biosensors International Group Ltd. The deal is valued at approximately S$284 million (US$218.3m). Partners Lim Mei and Christopher Koh led the transaction.
Allen & Gledhill LLP is also advising Nanyang Technological University (NTU) in respect of its agreement to set up a new medical school with London’s Imperial College, which is one of the top three medical schools in Britain and among the world’s top five universities. The new medical school will produce doctors trained to tap cutting-edge technology to treat patients, and be at the forefront of innovating medical devices and improving health care. The collaboration between NTU and Imperial College will be for an initial 18 years. The school will be governed by a board with representatives from the two universities and other stakeholders, and the National Healthcare Group will be the school’s primary clinical training partner. The transaction is being led by partner Tham Kok Leong.
Allen & Overy has advised Japan Bank for International Cooperation and the mandated lead arrangers – comprising The Bank of Tokyo-Mitsubishi UFJ Ltd, Mizuho Corporate Bank Ltd and Sumitomo Mitsui Banking Corporation – in respect of the acquisition financing of five gas-fired power stations, a 54 kilometre gas pipeline and associated companies in Mexico, all subsidiaries of Mitsui & Co Ltd and Tokyo Gas Co Ltd. The power stations have an aggregate generating capacity of 2,233 MW and are contracted by the Mexican federal electricity commission, Comisión Federal de Electricidad, whose right to approve certain aspects of the transaction was a key driver behind the transaction. Tokyo managing partner Aled Davies led the deal which signifies the resurgence of the Asia Pacific project finance market and overseas acquisitions by Japanese utilities and trading companies. Local counsel for the lenders in Mexico was Ritch Mueller.
Allens Arthur Robinson is acting as Australian legal counsel to UBS AG Australia Branch in respect of the equity raising by Tap Oil Limited (Tap Oil), an independent oil and gas exploration and production company with interests in Australia and South East Asia. The transaction comprises a A$13 million (US$12.7m) fully underwritten institutional placement and a one-for-two accelerated non-renounceable pro-rata entitlement offer to all eligible shareholders. The entitlement offer involves a fully underwritten institutional component of approximately A$36 million US$35m) and a retail component of approximately A$33 million (US$32.13m). The capital being raised will facilitate Tap Oil’s acquisition of Northern Gulf Petroleum Pte Ltd’s Thai business, which owns a 40 percent interest in three petroleum concessions in the Gulf of Thailand including the Manora oil field. Partner Vijay Cugati leads the firm’s advisory team. Steinepreis Paganin is acting for Tap Oil.
AZB & Partners has advised GLG Emerging Markets Fund (GLE), as one of the selling shareholders, in relation to the issue of 36 million equity shares by VA Tech Wabag Limited. The issue was comprised of a fresh issue of 9.5 million equity shares aggregating to INR12,500 lakhs (US$28.18m), and an offer for sale of 26.5 million equity shares aggregating to approximately INR34,800 lakhs (US$78.46m) by India Advantage Fund I, Dynamic India Fund I, Rainbow Fund Trust, GLG and Passport India Investments (Mauritius) Limited. The fresh issue and the offer for sale are together valued at approximately INR47,300 lakhs (US$106.64m). The equity shares listed on 13 October 2010. Partner Shameek Chaudhuri led the transaction.
AZB & Partners has also advised JFE Steel Corporation (JFE) in respect of its subscription to fully convertible debentures with a face value of approximately INR48 billion (US$1.08b) issued by JSW Steel Limited (JSW) and allotted to JFE on a preferential basis, pursuant to a subscription agreement consummated on 27 July 2010. Upon occurrence of the trigger event on 7 October 2010, as provided in the agreement, the debentures automatically and mandatorily converted into approximately 32 million equity shares of JSW, representing 14.61 percent of JSW’s paid up equity share capital. JFE has the right under the agreement to subscribe to additional Tranche 2 securities of JSW, not exceeding 14.99 percent of JSW’s equity share capital. Partner Shameek Chaudhuri again led the transaction.
Baker & McKenzie has advised the Indigenous Land Corporation (ILC) in respect of its proposed purchase of Ayers Rock Resort from the GPT Group for a total purchase price of A$300 million (US$292m) plus a share of the ‘valuation uplift’. Contracts were exchanged on 15 October 2010. The ILC is a statutory authority set up under the Aboriginal and Torres Strait Islander Act 2005 to assist indigenous people with land acquisition and land management to achieve economic, environmental, social and cultural benefits. The acquisition involves the purchase of 10,000 hectares of land, six hotels, a backpacker lodge and camping ground, the town of Yulara, and Ayers Rock Airport. The firm’s team was led by M&A partner Ben McLaughlin.
Clayton Utz is advising ASX-listed Kingsgate Consolidated Limited (Kingsgate) in respect of its merger with Dominion Mining Limited (Dominion), which was announced on 20 October 2010. Under the proposed scheme of arrangement, Kingsgate will acquire all of the shares in Dominion in exchange for 0.31 Kingsgate shares per Dominion share. The transaction, which values Dominion at approximately A$376 million (US$371m), will strengthen Kingsgate’s position as the premier mid-tier gold producer in Australia and provide it with an enlarged operational and financial platform. The firm’s team is led by national M&A practice head John Elliott.
Clifford Chance has advised Macquarie and Morgan Stanley as underwriters in respect of China Suntien Green Energy Corporation Limited’s (China Suntien) US$370 million IPO on the HKSE. China Suntien, the second wind power company to list on the HKSE, operates both wind power and natural gas distribution businesses in China and is the clean energy arm of Hebei Construction Group Co, the state-owned investment arm of the Hebei provincial government. Partner Tim Wang led the team.
Clifford Chance has also advised Global Logistic Properties Limited (GLP), one of the largest providers of modern logistics facilities in Asia, in respect of its IPO on the SGX. The transaction represents the largest IPO on the SGX since SingTel’s offering in 1993, and the biggest-ever real estate IPO globally. Assuming the full exercise of the over-allotment option, the global offering will raise estimated gross proceeds of S$3.45 billion (US$2.7b). Partner Amy Lo led the firm’s team. WongPartnership LLP has acted for the joint global coordinators and joint issue managers, namely Citigroup Global Markets Singapore Pte Ltd and JP Morgan (SEA) Limited, as well as the joint bookrunners and joint underwriters composed of China International Capital Corporation Hong Kong Securities Limited, China International Capital Corporation (Singapore) Pte Limited, DBS Bank Ltd, UBS AG Singapore Branch, and Nomura Securities Singapore Pte Ltd.
Davis Polk & Wardwell LLP has advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc, as joint bookrunners and representatives of the underwriters, in respect of an offering by ChinaCache International Holdings Ltd (ChinaCache) – the leading provider of internet content and application delivery services in China – and certain selling shareholders of more than 6 million American depositary shares, each representing sixteen ordinary shares of ChinaCache. The offering was priced at the high end of the indicative price range, and the underwriters exercised their over-allotment option to purchase an additional 909,147 ADSs from ChinaCache. Including the over-allotment option, the total proceeds of the offering were US$96 million. The ADSs are listed on the Nasdaq Global Market under the symbol CCIH. The firm’s advisory included partner James C Lin, John D Paton and Steven S Weiner.
Davis Polk & Wardwell LLP has also advised the representatives of initial purchasers – namely Goldman Sachs International, UBS AG Hong Kong Branch, Citigroup Global Markets Limited, Merrill Lynch Far East Limited and Standard Chartered Bank Singapore Branch – in respect of the US$800 million Regulation S offering by AU Optronics Corp, one of the world’s leading TFT-LCD panel providers in Taiwan, of its zero coupon convertible bonds due 2015. The firm’s team was led by partners Show-Mao Chen and John D Paton, whilst Baker & McKenzie provided Taiwan law advice. AU Optronics Corp was advised by Russin & Vecchi as to Taiwanese law.
DLA Piper has advised Xinjiang Goldwind Science & Technology Co Ltd (Goldwind), one of the largest wind turbine manufacturers in the world, in respect of its IPO on the HKSE on 8 October 2010. The transaction represents the first time an A-share company listed on the SME board of the Shenzhen Stock Exchange has listed in Hong Kong, and is also the second largest IPO this year to date of a PRC company in Hong Kong. Goldwind raised more than HK$7.1 billion (US$915m) through this IPO, excluding any over-allotment option which may be exercised. The joint bookrunners are China International Capital Corporation Hong Kong Securities Limited, JP Morgan Securities (Asia Pacific) Ltd, Citigroup Global Markets Asia Limited, Goldman Sachs (Asia) LLC and Hai Tong Capital (HK) Limited. Partner Esther Leung led the deal.
Drew & Napier LLC has acted as Singapore counsel to PT Bumi Resources TBK (Bumi Resources) in respect of the issue of US$700 million 10.75 percent guaranteed senior secured notes due 2017 by its wholly-owned subsidiary Bumi Investment Pte Ltd, as well as the listing and quotation of the notes on the SGX. Earlier this month, the notes were listed and quoted in the bonds market of the SGX. The Bank of New York Mellon is principal paying agent and trustee of the notes, whilst joint lead managers and bookrunners are Credit Suisse, Deutsche Bank and JP Morgan. Marcus Chow and Felicia Koh led the firm’s advisory team, whilst Brian Wesol of Jones Day acted as US and international counsel.
Gide Loyrette Nouel is advising Vallourec, one of the world’s leading manufacturers of steel pipes for the oil and gas industry, in respect of its acquisition of a 19.5 percent stake in Chinese seamless tube maker Tianda Oil Pipe Co Ltd (TOP). The HKSE-listed TOP has agreed to issue 196 million new shares to Vallourec, subject to certain conditions precedent, and closing of the transaction is expected to occur in early 2011. The acquisition, valued at around US$ 100 million, further strengthens Vallourec’s position in the Chinese oil and gas market. The firm’s team is led by partner Stéphane Vernay whilst Slaughter and May assisted on specific Hong Kong regulatory aspects of the transaction.
Herbert Smith has advised China International Capital Corporation, Goldman Sachs and Nomura, as joint underwriters, on the US$1.838 billion (HK$15.85 billion) Regulation S international offering of 5-year convertible bonds by a subsidiary of China Unicom (Hong Kong) (China Unicom), a Hong Kong and New York-listed telecommunication service provider in China. The bonds, which will be listed on the HKSE, are guaranteed by and are convertible into common shares of China Unicom. Bondholders may request that shares issued upon conversion be delivered in the form of China Unicom’s American depositary shares listed on the NYSE. Proceeds raised from the issuance will be used as working capital and for other general corporate purposes. The convertible bond is the largest ever in Asia ex-Japan. The firm’s corporate team was led by Kevin Roy.
Herbert Smith has also advised Morgan Stanley as the sole bookrunner in respect of the RMB885 million (US$133m) accelerated book build, Regulation S offering of RMB-denominated and US dollar-settled convertible bonds by Sound Global, a Singapore-listed provider of water and wastewater treatment services in China. The firm also advised Morgan Stanley as the sole sponsor on the dual primary listing of Sound Global on the HKSE by way of introduction, including advising on the arrangements to be implemented to provide liquidity to meet demand for Sound Global’s shares upon and in the period immediately following the introduction. Partners John Moore, Matt Emsley, and Tim Mak led the firm’s advisory team, whilst Zhong Lun Law Firm acted as PRC counsel. Meanwhile, Fried, Frank, Harris, Shriver & Jacobson acted as international counsel, WongPartnership acted as Singapore counsel, and Commerce & Finance Law Offices acted as PRC counsel, to Sound Global.
Hogan Lovells has represented Shinning Crown Holdings Inc (SCH) – the majority shareholder in GOME Electrical Appliances Holdings Limited (GOME), one of the largest privately-owned electrical appliance retailers in Mainland China and Hong Kong – in respect of various issues relating to the special general meeting of GOME held on 28 September 2010 in Hong Kong. SCH is a company wholly-owned by Wong Kwong-yu, and owns 32.5 percent of GOME. As majority shareholder, SCH requested that the current chairman of GOME be removed from the board and that the board’s ability to issue new shares in GOME be withdrawn. Whilst the motion in relation to the proposed board reshuffle was lost by a narrow margin, the majority shareholders were successful in preventing the firm from issuing new equity. Other shareholders in GOME include Bain Capital, which had converted its RMB1.6 billion worth (US$240m) of Gome bonds into shares ahead of the special general meeting, giving it a near 10 percent holding in the company. The firm’s team was led by partners Neil McDonald, Chris Dobby, Tim Fletcher and Andrew McGinty.
HopgoodGanim Lawyers has advised ASX-listed MetroCoal Limited (MTE) in respect of the placement of 35 million shares at 30 cents per share to institutional and sophisticated investors. The placement, which will raise A$10.5 million (US$10.24m) before costs, will enable MTE to accelerate its exploration activity and infrastructure commitment across its Australian tenements, particularly in the Surat Basin. Partner Michael Hansel led the team advising on the transaction.
Indochine Counsel has acted for Vietnamese giant coffee company Trung Nguyen Group in relation to its acquisition of the Saigon Coffee Plant, a state-of-the-art factory built at My Phuoc 2 Industrial Park in southern Binh Duong Province, Vietnam. The factory has the capacity to process 30,000 tonnes of products including instant coffee and canned coffee drink annually. The coffee plant was purchased from Vinamilk, a public company listed in Ho Chi Minh City Stock Exchange and the number one producer of dairy products in Vietnam, for a consideration of approximately US$40 million. Partner Bui Ngoc Hong acted as lead counsel in respect of the transaction.
Khaitan & Co has advised Barclays Bank (H&B) Mauritius (Barclays) in relation to the acquisition of a 12.75 percent share in SKR BPO Services Private Limited, an investment company with a stake in various outsourcing companies including Intelenet Global Services Private Limited (a business process outsourcing company which provides solutions and services to large organisations in India and abroad) and Sparsh BPO Services Limited (an Indian BPO company listed on the Bombay Stock Exchange). The firm advised Barclays on structuring the transaction from a regulatory and tax perspective, and negotiated with the sellers and the company. Partners Murali Neelakantan and Arindam Ghosh led the firm’s advisory team.
Khaitan & Co has also advised Metal Box India Limited in relation to the sale of land, along with structures standing thereon, in Alipore, Kolkata. The client is a sick industrial company within the meaning of Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act 1985, and sale of the land was governed by the Asset Sale Committee (ASC) constituted by the Appellate Authority for Industrial & Financial Reconstruction. Partners Sudip Mullick and Savita Singh advised.
KhattarWong has acted for Swissco Holdings Limited (SHL), formerly known as C2O Holdings Limited, in respect of its acquisition of SGX-listed Swissco International Limited (SIL) by way of a scheme of arrangement. The transaction represents the first acquisition of a Mainboard-listed company by a Catalist-listed company in Singapore by way of scheme of arrangement. The aggregate value of the consideration for the acquisition was approximately S$178 million (US$136m). Following the completion of the acquisition on 23 September 2010, SIL was delisted from the SGX and became a wholly-owned subsidiary of SHL. Partner Ch’ng Li-Ling led the transaction.
KhattarWong has also acted for Super Group Ltd (Super Group), previously known as Super Coffeemix Manufacturing Ltd, in respect of the completion of its allotment and issue of 20 million Taiwan depositary receipts (TDR) shares on 6 September 2010. The TDR shares were listed on the SGX-ST on 7 September 2010 and the Taiwan Stock Exchange on 9 September 2010. Super Group’s TDR was offered in the ratio of two TDRs to one ordinary Singapore share. On market close, unsatisfied demand was about 2.5 times the original initial offer of 40 million TDR. Partner Tan Siew Hong acted on the matter.
King & Wood has advised state-owned China Chengtong Group in respect of its acquisition this month of the Greenwood Business Center, a large development with 13 office buildings, business facilities and apartments in Moscow, Russia. The total investment in the Greenwood project was reportedly about US$350 million. The firm’s team was led by Hu Zaichi.
Lee & Ko has represented Kookmin Bank and other financial institutions in respect of the KRW600 billion (US$536m) refinancing of KR1 CR-REIT, an investment vehicle of Morgan Stanley which had acquired the Seoul Square Building (formerly known as the Daewoo Center Building), one of Seoul’s landmark buildings. Seung Hoon Choi, Paul Yoon and Han Kyung Lee of the firm’s finance practice group led the advisory team for the senior lenders and the arranger.
Lee & Ko has also represented CNH, a KRX KOSDAQ-listed holding company with five affiliates, in respect of its acquisition of Afrana Seoul, the owner of Marriott Executive Apartments located in Yeouido Park Center in Seoul. CNH and its affiliate CNH Hospitality purchased a 100 percent equity interest in Afrana Seoul and Japanese Yen-denominated bonds issued by Afrana Seoul for about KRW55.6 billion (US$49.3m) from Afrana Hospitality Holdings, a Singaporean holding company formed by a Japanese fund and the parent of Afrana Seoul. Partners Hee Jeu Kang and Sang Chol Yi led the advisory team.
Maples and Calder has acted as BVI counsel to Franshion Properties (China) Limited (Franshion), a subsidiary of Sinochem Corporation, in respect of its private placement of up to US$600 million perpetual subordinated convertible securities. The placing agents on the transaction were BOCI Asia Limited, Deutsche Bank AG Hong Kong Branch, JP Morgan Securities Ltd and Standard Chartered Bank. Partner Barry Mitchell led the firm’s advisory team whilst Paul, Hastings, Janofsky & Walker acted as international counsel to Franshion. Linklaters acted for the placing agents.
Maples and Calder has also acted as Cayman and BVI counsel to China Ming Yang Wind Power Group Limited (China Ming Yang), the largest non-state-owned or controlled wind turbine manufacturer in China, in respect of its US$350 million IPO on the NYSE. The firm’s team was led by Hong Kong-based partner Greg Knowles, whilst Simpson Thacher & Bartlett acted as US counsel and King & Wood acted as PRC counsel to China Ming Yang. Latham & Watkins and Fang Da Partners acted for the underwriters.
Minter Ellison has advised Aevum, one of the largest pure retirement living companies listed on the ASX, in respect of its defence of a takeover bid by Stockland. On 8 October 2010, the Aevum board unanimously recommended that, in the absence of a superior offer, shareholders accept Stockland’s revised offer of A$1.80 (US$1.75) per Aevum share, up from the initial offer of A$1.50 (US$1.46). This latest offer values Aevum at A$320 million (US$311m). Partners Costas Condoleon and Michael Barr-David provided M&A advice, whilst Victoria Mathewson and Mark Standen advised on corporate issues. Mallesons Stephen Jaques acted for Stockland.
Mori Hamada & Matsumoto is advising Asahi Breweries Ltd (Asahi), a manufacturer of alcoholic beverages, fresh drinks and other food products, in respect of its agreement to acquire through its wholly-owned subsidiary a 6.54 percent stake in Ting Hsin (Cayman Islands) Holding Corp (Ting Hsin), an investment holding company of the Taiwan-based packaged food manufacturing and distribution group Ting Hsin International Group. Under the agreement, which is valued at approximately US$520 million, Asahi will acquire 6.54 percent of the outstanding shares in Ting Hsin in exchange for providing to Ting Hsin an 8 percent stake in Tingyi-Asahi Beverages Holding Co Ltd (TAB), the China-based company engaged in the manufacture and distribution of beverages in China. The equity swap will be conducted via a capital increase in Ting Hsin, and is projected to be completed by the end of October 2010. The implied equity value of the transaction, which is being led by Yoshio Iteya, Yoshihiro Kojima and Shi Kang, is approximately US$7.95 billion.
Norton Rose Group has advised China EXIM Bank, DnB NOR Bank (DnB) and the China Development Bank (CDB) in respect of three shipping loans totaling US$275 million to three Greek shipping companies, namely Diana Shipping Inc (Diana), Angelicoussis Shipping Group (ASG) and Cardiff Marine (CM). China EXIM Bank and DnB were advised as arrangers of loan facilities for US$200m to Diana and ASG, two leading Greek operators, for the financing of five capsize and VLOC newbuildings. The firm also advised CDB on the US$75m Sinosure-backed financing of a VLCC newbuilding for CM, a member of the George Economou group. Partners Yianni Cheilas and Nigel Ward led the firm’s advisory team.
Norton Rose Group has also advised China EXIM Bank in respect of a US$255 million financing to Emirates Integrated Telecommunications Company (EIT). The financing, which was announced by EIT on 6 October 2010, was facilitated by leading telecom solution provider Huawei and backed by the Chinese export credit agency Sinosure. EIT will use the proceeds to repay an existing US$85 million short-term facility to Huaweii whilst the remainder will go to purchase telecoms equipment from Huawei for expansion of EIT’s 3G network. The firm’s team was led by banking partner Nigel Ward, whilst Al Tamimi and Company advised China EXIM Bank as to UAE law. Simmons and Simmons advised Emirates Integrated Telecommunications Company.
Paul, Hastings, Janofsky & Walker has advised Glorious Property Holdings Limited (Glorious Property), a leading PRC property developer based in Shanghai and listed on the HKSE, in respect of its US$300 million issuance of senior notes. Standard Chartered Bank was the sole bookrunner and sole lead manager of the offering. The firm’s team was led by partners Raymond Li, Vivian Lam and David Grimm.
Shin & Kim has represented SK Networks Co Ltd in respect of its acquisition of 100 percent of the issued and outstanding shares of Pinx Co Ltd, a resort in Jeju island, from Pinx Japan. In addition, Pinx issued 700,000 new shares to SK Networks. The share purchase agreement was executed on 27 July 2010 and completed on 23 August 2010. Sung Guen Kim, Tong-Gun Lee and Ju Bong Jang led the transaction.
Shook Lin & Bok LLP has acted for DBS Trustee Limited as trustee of Mapletree Industrial Trust (MIT), a property trust linked to Temasek Holdings Private Limited, in respect of the IPO of approximately 595 million shares in MIT. The IPO is expected to raise gross proceeds of approximately S$1.19 billion (US$915m). Partner Tan Woon Hum acted on the matter. WongPartnership LLP acted for the joint global coordinators, namely DBS Bank Ltd and Goldman Sachs (Singapore) Pte as, as well as the joint bookrunners, issue managers and underwriters – composed of DBS Bank Ltd, Goldman Sachs (Singapore) Pte, Citigroup Global Markets Singapore Pte Ltd and Standard Chartered Securities (Singapore) Pte Limited – in respect of the IPO
Wong & Partners, the Malaysian member firm of Baker & McKenzie, has advised Malayan Banking Berhad (Malayan) in respect of a proposed financing transaction involving a syndicated term loan facility of up to US$500 million to be made available to Malayan. Partner Mark Lim led the transaction.
Wong & Partners has also advised Mitsui Sumitomo Insurance Co (MSI) in respect of its acquisition on 1 October 2010 of a 30 percent stake in Hong Leong Assurance Berhad (HLA) for RM940 million (US$302.5m). The share acquisition completed immediately after the acquisition by MSIG Insurance (Malaysia) Berhad (MSIG), a subsidiary of MSI, of the entire general insurance business of HLA via a scheme of arrangement. The consideration for the business acquisition was satisfied through the issuance of new ordinary shares constituting 30 percent of the enlarged capital of MSIG to HLA holding company HLA Holdings Sdn Bhd, at a value of approximately RM618.6 million (US$199m). Partner Brian Chia led the transaction, which makes MSI the second largest general insurer in the country. A team from Baker & McKenzie’s Tokyo office, led by partners Hiroshi Kondo and Akifusa Takada, assisted MSI in applying to the Malaysian Securities Commission to seek an exemption from having to undertake a mandatory general offer in relation to undertaking a rights issue by MSIG. Shook Lin & Bok acted for Hong Leong Assurance Berhad.
Data Privacy in Malaysia
DFDL’s William Greenlee sets out the data protection regulatory framework in Malaysia and its recent developments ...
Cross-border transfer of personal financial information in China
Jingtian & Gongcheng partners Yuan Lizhi, Hu Ke and associate Wang Beining take us through the details of the regulatory framework ...
Amendments to three data privacy laws in Korea and the implications
By Kwang-Wook Lee, Helen H. Hwang, Chulgun Lim and Keun Woo Lee of Yoon & Yang ...