Deals – 8 March 2007

Freshfields Bruckhaus Deringer has advised Fortis, an international financial services provider active in banking and insurance ranked among Europe’s top 20 financial institutions, on its HK$3.5 billion (US$453 million) cash purchase of a controlling 50.48 percent stake in Hong Kong’s life insurer Pacific Century Insurance Holdings Limited (Pacific Century Insurance). For this transaction, Fortis will pay HK$8.18 per share, a 40.52 percent premium to Pacific Century Insurance’s last traded price of HK$5.78 on 23 February 2007, implying a valuation of 1.38 times of Pacific Century Insurance’s embedded value in 2006. Fortis will make an unconditional mandatory general offer at the same price per share to acquire the remaining shares of Pacific Century Insurance upon the completion of the acquisition which is subject to regulatory approvals and other closing conditions.

Freshfields Bruckhaus Deringer has advised ExxonMobil and Saudi Aramco on the formation of the FREP and FMJV joint venture companies since 1998. The two joint venture contracts were signed on February 25, 2007 in Beijing. The Chinese party to the FREP joint venture is Fujian Petrochemical Co Ltd (FPCL) and the Chinese party to the FMJV joint venture is Sinopec. FPCL holds 50 percent equity interest in the FREP joint venture company and Sinopec holds 50 percent interest in the FMJV joint venture company. ExxonMobil and Saudi Aramco each holds 25 percent interest in both joint ventures. The large team of Freshfields lawyers had worked on this over the duration of the transaction, all of whom were based around our China offices in Shanghai, Beijing and Hong Kong.

Gide Loyrette Nouel (Gide) has advised the French airport operator, Aéroports de Paris (ADP) on sale of its entire stake in Beijing Capital International Airport Company Limited (BCIA), the Chinese company running Beijing Airport, listed on the Hong Kong stock exchange, for around US$255 million. The transaction, managed by Morgan Stanley, involved the sale of all of the 253 591 346 shares owned by ADP via its subsidiary, Aéroports de Paris Management, by accelerated placement with institutional investors. ADP originally purchased these shares, representing around 6.6 percent of the capital of BCIA, when 35 percent of the company’s capital was floated on the Hong Kong stock exchange in February 2000. Gide advised ADP on the PRC and Hong Kong aspects of transaction, working in collaboration with Herbert Smith. Cleary Gottlieb Steen & Hamilton acted as Aéroports de Paris’ legal advisor in France.

Khaitan & Co has advised Hindustan Motors Limited in relation to the setting up and development of Integrated IT Township and Real Estate Development. Khaitan & Co advised the clients in all aspects of the project including agreement with Shriram Properties Limited one of the leading real estate developers in India to develop 314 acres of property at Uttarpara near Kolkata, West Bengal, India for setting up Integrated IT Township and Real Estate Development. The total value of the transaction being INR 2950 million (US$69 million approx). This is the second Integrated IT Township and Real Estate project to be entered into in West Bengal, India.

O’Melveny & Myers has represented Allyes Information Technology Company Ltd (Allyes), the largest internet advertising agency and provider of internet advertising technology in China, in its sale to Focus Media Holding Limited (Focus Media), for up to US$300 million in cash and stock. Under the terms of the acquisition agreement, Focus Media will pay US$70 million in cash and US$155 million in stock at the first closing, which is expected to take place before the end of March 2007. Allyes shareholders will also receive an additional payment of up to US$75 million in Focus Media stock if Allyes meets certain earnings targets during the 12 months from April to March 2008. The acquisition will enable Focus Media to enter China’s growing Internet advertising market.

O’Melveny & Myers has represented Mindray Medical International Limited (Mindray), a leading developer, manufacturer, and marketer of medical devices in China, and certain selling shareholders in a US$277 million secondary offering of 11,301,303 American Depositary Shares (ADSs) of Mindray at US$24.50 per ADS, including the exercise in full by the underwriters of their option. Goldman Sachs (Asia), JP Morgan Securities Inc and UBS AG acted as the joint bookrunners for the offering. The underwriters have a 30-day option to purchase up to an additional 1,474,083 ADSs from the selling shareholders in this offering.

Skadden, Arps, Slate, Meagher & Flom has represented the underwriters, led by Merrill Lynch and Cazenove, in the US$208 million initial public offering of shares and concurrent listing on the Hong Kong Stock Exchange by China Properties Group Limited, a property development company in China, focusing on developing and creating high quality, large-scale, residential and commercial projects. A portion of the shares were sold to qualified institutional buyers in the United States in reliance on Rule 144A.

Skadden, Arps, Slate, Meagher & Flom has represented JA Solar Holdings Co Ltd (China), a manufacturer of solar cells for solar panels and power conversion systems, in its US$241 million initial public offering of American Depositary Shares, which were listed on NASDAQ.

Skadden, Arps, Slate, Meagher & Flom has represented 3SBio Inc a biopharmaceutical company in China, (as co-counsel) in its US$123 million initial public offering of American Depositary Shares. This is the first Chinese biopharmaceutical company to be listed on NASDAQ.

Wong & Partners (Baker & McKenzie’s member firm in Malaysia) has acted as transaction counsel and advisor to The Bank of Tokyo – Mitsubishi UFJ Ltd in connection with its subscription for 117 million shares in Bumiputra-Commerce Holdings Bhd, one of the largest local Banks in Malaysia, in a placement worth RM1.335 billion. The subscription agreement was executed recently on February 21, 2007.