CHINA PRACTICE

Our China practice combines our presence and extensive experience in China with a leading global practice in complex, cross-border securities, M&A and strategic investment transactions.

Davis Polk in China: What We Offer Our Clients

As China has emerged as a global economic superpower, multinational and China-based companies across every sector have relied on Davis Polk for sophisticated legal counsel on their most strategic transactions throughout the region and, increasingly, around the world.

They choose Davis Polk because we offer:

■■ More than a century of experience advising on complex transactions in China

■■ The uniquely powerful combination of a preeminent global transactional practice

and an expansive presence and deep-rooted experience in the China marketplace

■■ A single source for sophisticated Hong Kong, U.S. and U.K. law capabilities

■■ An extensive track-record of success on landmark securities offerings and mergers and

acquisitions in China

■■ More than 60 highly experienced lawyers in Hong Kong and Beijing, including 10 partners,

each of whom is recognized as a leading practitioner in China

■■ The recent addition of three of China’s most highly regarded corporate lawyers, Bonnie Y. Chan,

a former head of IPO transactions at the Hong Kong Stock Exchange, Antony Dapiran, who

has advised on some of the largest and most notable securities offerings by Chinese issuers

in history, and Paul Chow, who is respected as one of the leading M&A and capital markets

lawyers in the region

■■ An integrated, team-oriented approach across our global network of offices, giving our clients

access to top-flight resources worldwide

■■ Sophisticated, practical and creative advice, driven by our lawyers’ absolute focus on our

clients’ strategic business objectives

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Close Client Relationships

We have developed strong relationships with numerous Chinese companies across every sector and at varying stages of size and position within

the marketplace.

We regularly advise all of the major global financial institutions that are active in China as well as many multinational corporations on their transactions in the region.

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■■ Agricultural Bank of China

■■ Air China

■■ Baidu.com

■■ Chalco

■■ China Construction Bank

■■ CICC

■■ China Investment Corporation

■■ China Merchants Bank

■■ China Unicom

■■ CNOOC Limited

■■ COFCO

■■ Sinopec

■■ ICBC

■■ Metallurgical Corporation of China

■■ Sinochem Group

■■ PCCW

■■ Sands China

■■ Shanda Interactive Entertainment

■■ China Flooring

■■ China Lodging Group

Our clients in China include:

Over the past decade, Davis Polk has participated in some of the most notable transactions

in mainland China and Hong Kong involving regional companies, including:

■■ The two largest IPOs by Chinese issuers in history. We advised the Agricultural Bank

of China on its $22.1 billion IPO and Industrial and Commercial Bank of China Limited (ICBC)

on its $21.9 billion IPO, which was the first-ever “A+H” offering.

■■ The first Italian company to be listed in Hong Kong. We advised Prada S.p.A. on its Hong

Kong Stock Exchange debut, being the first Italian company to list in Hong Kong and also

becoming the largest consumer retailer to list in Hong Kong.

■■ The creation of CICC. We advised Morgan Stanley on its joint venture with Construction

Bank of China to form China International Capital Corporation, the first investment bank

in China.

■■ The landmark IPO of Baidu. We advised the lead managers of the $124 million initial public

offering by Baidu.com, the Chinese-language Internet search provider.

■■ More Chinese high-yield debt transactions than any other firm. For example, we advised

on Evergrande Real Estate Group’s RMB 9.25 billion ($1.4 billion) offering in 2011, the largest-

ever high-yield transaction by a Chinese company.

■■ The largest-ever cross-border investment in the Chinese financial sector. We advised

ICBC on a $3.78 billion investment in ICBC by an investor consortium comprised of Goldman

Sachs Group, Allianz Group and American Express.

■■ The largest-ever takeover attempt by a Chinese company of a foreign target. We

advised CNOOC, a Chinese oil and gas exploration company, on its proposed $10.5 billion

acquisition of U.S.-based Unocal.

Key Practice Areas

Our practice in China is ranked among the best – consistently excellent in quality and capability, commercially minded and practical in advice and solutions, steeped in local knowledge and experience, global in reach and key to the achievement of our clients’ goals.

Equity Capital Markets

We are the preeminent international law firm for equity capital markets work in China. We are

consistently ranked among the top legal advisers (to both issuers and underwriters) for initial

public offerings and other equity-related transactions such as rights offerings. Since 2005, we

have been involved in more of the highest-value Hong Kong-listed IPOs than any other law firm,

and our experience on the largest, precedent-setting Chinese offerings is unrivaled. For example,

we acted as U.S. counsel to Prada S.p.A. on its listing in Hong Kong, becoming the first-ever

Italian company to list on the Hong Kong Stock Exchange. In 2010, we were lead counsel to the

Agricultural Bank of China on its US$22 billion debut on the Hong Kong Stock Exchange, the

world’s largest IPO at the time of listing. In the same year, we also advised China Merchants Bank

in its US$3.2 billion rights offering, the first global rights offering by a Chinese bank and the first

rights offering by a Chinese company made available to U.S. investors.

Debt Capital Markets

We also have a premier practice for high-yield and investment-grade debt offerings, convertible

and exchangeable debt securities, including both secured and unsecured transactions in China.

We are one of the most active advisers to Chinese issuers and their underwriters on RMB-

denominated bonds, high-yield and investment-grade offerings. We are also the firm of choice for the

Chinese government and several state-owned enterprises for their large sovereign debt programs.

Mergers and Acquisitions

As one of the leading firms for M&A work in China, we are renowned for our work on complex

cross-border transactions. Our M&A practice covers public and private M&A, joint ventures,

spinoffs, privatizations, direct investments, buyouts and private equity. As more and more clients

in China look to expand outside of China, we are able to fully support them, both locally and

wherever they may seek opportunities to expand globally, including the U.S., Europe, Asia, Africa

and South America.

Private Equity

Davis Polk’s private equity practice covers fund formation and marketing, structuring and making

equity investments, negotiating bridge, high-yield and senior debt financing for portfolio companies,

structuring management compensation programs, making follow-on investments, executing

recapitalization transactions, disposing of investments through private or public sales, making

in-kind distributions and negotiating workouts. Our advice to private equity firms, investors and

portfolio companies gives us a global perspective on the marketplace of transactions in China.

Other Key Areas

Because of Davis Polk’s integrated, team-oriented approach, we are also able to apply a broad

range of the firm’s strengths for companies doing business in China. For example, we have leading

practices in corporate governance, tax and executive compensation, all of which are essential

areas in the complex matters on which we advise our clients in China.

Davis Polk was named “International Capital Markets Team of the Year” – China Law & Practice

Law Awards (2010)

We were named “Asia-Pacific M&A Law Firm of the Year” – Asia Pacific M&A

Atlas Awards (2010)

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We were named “Most Innovative Law Firm in Asia” – IFLR Asia Awards (2011)

The launch of our Hong Kong law practice offers a unique single source of highly sophisticated Hong Kong, U.S. and U.K. advice and service to our clients in China, as well as those worldwide that are active in the region.

Local Law Capabilities

Long one of the leading U.S. law practices in China, Davis Polk recently converted its Hong Kong office to a Hong Kong law practice, adding top-tier Hong Kong and U.K. law capabilities. As the Hong Kong Stock Exchange has emerged as the premier listing venue worldwide, this move has given our clients in China an unrivaled one-stop source for highly sophisticated local and global transactional and corporate law advice. The majority of our lawyers in Hong Kong are admitted in both New York and Hong Kong. We also have lawyers admitted in both Hong Kong and the U.K.

Our Lawyers in China

More than 60 lawyers in Hong Kong and Beijing offer our clients in China a truly unique combination of global resources and perspective and extensive local experience and market knowledge. A majority of our lawyers in our China practice speak Mandarin. All of the partners in our China-based offices are recognized as top lawyers within their respective practice areas by clients, peers and regulators alike.

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All of our China-based partners are recognized as market leaders within their practice areas by such publications as Chambers Asia, IFLR and Asia Pacific Legal 500.

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Beijing

Davis Polk & Wardwell LLP 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chao Yang District Beijing 100004 China 86 10 8567 5000 tel 86 10 8567 5123 fax

Hong Kong

The Hong Kong Club Building 3A Chater Road Hong Kong China 852 2533 3300 tel 852 2533 3388 fax

Davis Polk lawyers have advised on a number of the largest-ever Chinese cross-border transactions, giving us deep insight into the various business, regulatory and cultural considerations associated with such matters.

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