Shaolin Luo Partner 3901 China World Tower 1 Jian Guo Men Wai Avenue Beijing 100004 sluo@stblaw.com Phone: +86-10-5965-2968 Fax: +86-10-5965-2988 Shaolin Luo is a Partner in the Firm s Corporate Department currently practicing as a Registered Foreign Lawyer in the Firm s Beijing office. Shaolin has nearly 20 years of experience in mergers and acquisitions, foreign direct investment, private equity and securities transactions. Shaolin has represented Chinese, U.S. and European corporations in stock and asset purchase transactions, venture capital and private equity transactions and in the establishment of Sino-foreign joint ventures. Shaolin s core practice includes the representation of large Chinese Stateowned companies and private companies in connection with their overseas business development transactions and strategic cooperation with foreign investors as well as the representation of U.S. and European multinational companies and private equity firms in connection with their investments in China. Prior to joining the Firm, Shaolin was a partner of a leading PRC law firm. Practice Focus: Corporate Mergers and Acquisitions Corporate M&A Shaolin received his LL.M. in Corporate Law in 2000 from New York University School of Law and his LL.B. in 1995 from Fudan University Law School. He is admitted in both the State of New York and the People s Republic of China. He obtained China CPA Qualification in 1998. He is fluent in Mandarin. Shaolin Luo has been named as one of the 2017 China Top 10 M&A Lawyers in the International Law Firm category by Asian Legal Business (ALB). Shaolin's recent representative experience includes advising: China National Chemical Corporation (ChemChina) in its completed acquisition of the Swiss agrochemical and seeds company Syngenta AG by way of a public tender offer for approximately $43 billion. The transaction represents the largest foreign acquisition by a Chinese company Blackstone in connection with its sale of 21% equity interest in www.simpsonthacher.com 1
SeaWorld Entertainment, Inc. (NYSE: SEAS) to Zhonghong Group MOGU in connection with its Series D preferred share financing, its all-stock merger with Meiliworks Limited, and a follow-on investment by Tencent in the combined company Israel Chemicals Limited in its 15% strategic investment in Yunnan Yuntianhua Co., Ltd. (YTH) and formation of a joint venture with YTH in the business of phosphate mining and downstream products Apax Partners in connection with its sale of its entire equity interest in Golden Jaguar Group to Carnival Group International for an aggregate price of approximately HK$241 million China National Agrochemical Corporation in connection with the sale of its agrochemical businesses to ADAMA Agricultural Solutions Ltd. (formerly Makhteshim Agan Industries) AVIC Electromechanical Systems Co., Ltd. ( AVICEM ) in connection with its acquisition of Hilite International, a leading global supplier of highly engineered automotive engine and transmission components. AVICEM is a subsidiary of Aviation Industry Corporation of China, one of the largest industrial conglomerates in China. The transaction values Hilite International at approximately 473 million (US$645 million) Cnshangquan E-Commerce Co., Ltd. in the acquisition of a majority stake in Mecox Lane Limited ( Mecox ) from certain selling shareholders of Mecox for an aggregate cash consideration of approximately US$39 million Alibaba Group Holding Limited in connection with its US$133 million investment in Pony Media Holdings Inc., one of China's largest ticket selling platforms Ms. Lan Zhang and her affiliates in connection with the sale of a majority stake in South Beauty Investment Company Limited to funds advised by CVC Capital Partners Nanjing Xinjiekou Department Store Co., Ltd. ( Nanjing Cenbest ) in connection with its announced agreement to acquire approximately 89% of Highland Group Holdings Ltd ( House of Fraser ) for an enterprise value of approximately 480 million Smithfield Foods, the world s largest pork producer and processor, in its $7.2 billion merger with Shuanghui International Chongqing Helicopter Industry Investment Co., Ltd., a state-owned company under the Chongqing Municipal Government, in connection with its acquisition of 100% of the share capital of Enstrom Helicopter Corporation in a controlled auction process China Grand Enterprises (HK) Limited (the Company ) in connection with its financing of the going-private transaction of China Nuokang Bio-Pharmaceutical Inc. (Nasdaq: NKBP) ( Nuokang ), as well as the acquisition of a 55% equity interest in each of Nuokang s PRC operating subsidiaries by the Company or its affiliates after the consummation of the going-private transaction Gold Mantis Construction Decoration Co., Ltd. in connection with its US$75 million acquisition of a 70% equity interest in HBA International, a world leader in interior design www.simpsonthacher.com 2
services for the hospitality industry Primavera Capital in its investment in a leading online video business in China Aluminum Corporation of China in connection with its investment in Simandou iron mine in Guinea Sequoia Capital, together with Goldman Sachs PIA, in their US$45 million investment in Novast. Novast is a generic and specialty pharmaceutical company with operations in both China and the United States. Aluminum Corporation of China in connection with its US$96 million investment in a Joint Venture project with Sapa AB Chalco HK South East Investment Ltd ( Chalco ), a whollyowned subsidiary of Aluminum Corporation of China Limited in connection with its acquisition of a majority stake of Lao Service Mining Co., Ltd ( LSI ) and subsequent Joint Venture between Chalco and LSI China National Agrochemical Corporation in its acquisition by way of merger of 60% of outstanding shares in Makhteshim Agan Industries Ltd., an Israeli company listed on the Tel-Aviv Stock Exchange ( MAI ). MAI is the world's largest generic agrochemical company. The transaction is based on MAI's equity valuation of US$2.4 billion. Yunfeng Capital Limited in the establishment of Yunfeng Fund, L.P., a Cayman Islands fund formed to invest in the TMT, consumer products, environmental protection and clean energy industries in China, and advised Yunfeng Capital Limited with regard to the RMB fund matters Yunfeng Fund L.P. in its approximately US$50 million investment in Impression Creative Inc. ( Impression ), a company organized under the laws of the Cayman Islands. Through its subsidiaries and affiliated entities in China, Impression mainly engages in the business of creating, developing and producing certain location-based live entertainment performances, including a series of current performances known as the Impression Series. China Railway Materials Commercial Corp. in connection with its US$250 million investment in African Minerals Limited DBS Nominees (Private) Limited, the lead PIPE investor of a three member syndicate, in connection with a US$30,000,000 private placement in Jinhao Motor Company (OTC bulletin board: GIMC.OB, based in Zhaoqing City, Guangdong Province, is a Chinese Company that makes motorcycles and small engines) China Life Insurance (Group) Company with its acquisition of 16.57% of equity ownership interest in Sino-Ocean Land Shanghai Electric (Group) Corporation, on its acquisition of Goss International Corporation, a leading printing equipment manufacturer Aluminum Corporation of China in connection with its USD $19.5 billion investment in Rio Tinto and its previous USD $14 billion acquisition of a 9% equity interest in Rio Tinto, the largest outbound investment project to date by a PRC company Aluminum Corporation of China Limited in its bidding for the worldwide specialty chemical business of a U.S. public company Aluminum Corporation of China in the establishment of a www.simpsonthacher.com 3
US$320 million titanium sponge joint venture in China with Aricom PLC The Blackstone Group with respect to its investment of up to $600 million to acquire 20% of the equity of China National Bluestar (Group) Corporation Blackstone in its HK$536.7 million acquisition of Changshou Commercial Plaza in Putuo District, Shanghai Changsha Zoomlion Heavy Industry Science and Technology Development Company Ltd. and a consortium led by it in the acquisition of CIFA S.P.A., the leading concrete equipment manufacturer in Italy; China s largest overseas industrial acquisition to date China Mobile Communications Corporation in its bidding for a controlling stake in Pakistan Telecommunications Corporation Limited A Chinese steel company in connection with its proposed sale of a strategic stake to a foreign investor China Medical Technologies, Inc. in connection with its corporate matters and overseas investment transactions as well as its recent follow-on offering China Medical Technologies, Inc. in connection with its US$146.6 million secondary offering of American Depositary Shares Citadel in its various China investment transactions DaimlerChrysler Corporation in connection with its various investment and corporate matters in China EMarket Holding Group Corp. in its convertible note and series A financings by Goldman Sachs Special Situations Group, Sequoia Capital China, New Horizon Capital and a number of coinvestors GE Healthcare in its subscription and purchase of the new shares of common stock issued by a company limited by shares in Beijing GE Healthcare in its acquisition of the medical equipment business of a Chinese private company in Nanjing Goldman Sachs Principal Investment Area in its acquisition of a 10.7% interest in Guangdong Midea Electric Appliances Co., Ltd., one of the largest white goods producers in China listed on the Shenzhen Stock Exchange Goldman Sachs Special Situations Group in connection with its investment in Zhejiang Liang An Food Chain Co., Ltd. in 2008 Goldman Sachs Special Situations Group in connection with its investment in EPIN Media Holdings, Ltd. in 2007 and 2008 Goldman Sachs Special Situations Group and TB Partners in their investment in New Grand Outdoor Media Goldman Sachs Special Situations Group and certain coinvestors in their US$2.2 million investment in Beijing Goldenway International Bio-Tech Inc. Hunan Valin Iron & Steel Group Co., Ltd. in connection with its sale of a 36.673% interest in Hunan Valin Steel Tube & Wire Co., Ltd. to Mittal Steel Company N.V. Lehman Brothers and Salomon Smith Barney in their joint bid for certain non-performing assets of China Huarong Asset www.simpsonthacher.com 4
Management Corporation Long Tree Capital Limited in its purchase of ordinary shares from a shareholder of Rongsheng Heavy Industries Holdings Limited Morgan Stanley Private Equity in its acquisition of equity interests in two foreign-invested companies Nokia Corporation in connection with the restructuring of its PRC joint ventures, including (i) the merger of three joint ventures into a fourth joint venture and (ii) the conversion of the surviving joint venture into a foreign-invested joint stock company Nokia Corporation in connection with the sale of its set top box business in Asia to Thomson S.A. Nokia (China) Investment Co., Ltd. in its sale of certain equity interest in a joint venture to the Chinese partner Shanghai Electric (Group) Company in connection with its privatization. TB Partners in its $50 million indirect acquisition of the GPS business of Jiangsu Shinco Digital Technology Limited Universal Education Holdings in its series A financing by Sequoia Capital China and Legend Capital Yingli Green Energy Holding Company Limited in its Series A and B Preferred Shares offering www.simpsonthacher.com 5