China-related transactions which Morrison & Foerster's China team advised on in 2004:

M&A and strategic investments: In 2004 Morrison & Foerster's China team advised on a number of PRC acquisitions in which we represented sellers and buyers in strategic acquisitions, VC exits and restructuring transactions. These select transactions include assisting:

• (February 2005) China HR.com Holdings Ltd, a leading Chinese online recruitment company, in connection with the acquisition of a 40% stake in China HR by Monster Worldwide, Inc., which is listed on the Nasdaq;
• (January 2005) CSFB, in its winning bid for and acquisition of a portfolio of distressed loans with a face value of RMB 2.4 billion (US$290 million) from China Orient Asset Management Corp.  The acquisition marks CSFB's first investment in the Chinese distressed debt market;
• (December, 2004) Angang New Steel Company ("ANSC"), in its RMB 18.0 billion (US$2.2 billion) buyout of operating assets from ANSC’s parent and controlling shareholder, Anshan Iron & Steel Group Complex.  ANSC, a joint stock company incorporated in the PRC, is listed on both the Hong Kong Stock Exchange and Shenzhen Stock Exchange. (Following the acquisition, ANSC will be the second largest crude steel producer in the PRC. The Angang acquisition was one of the largest M&A deals in the PRC in 2004. This is also the first time a PRC company is conducting a rights offering simultaneously in the PRC market and the international market);
• (November, 2004) UPS, in its US$100 million acquisition of the PRC-based, international express package delivery business of Sinotrans Air Transportation Development Co., Ltd. Sinoair is listed on the Shanghai Stock Exchange and is controlled by Sinotrans, an HKSE-listed PRC State-owned enterprise. (The transaction was executed on a very short timetable (for the PRC), presented novel and complex regulatory issues, and required the approval of The State-owned Assets Supervision and Administration Commission of the State Council ("SASAC"), a PRC regulatory body that administers the sale of State-owned assets);
• (August, 2004) Joyo.com, a Beijing-based and leading PRC internet online retailer, together with its principal institutional shareholders, in its cash acquisition by Amazon.com valued at US$75 million;
• (July, 2004) Newell-Rubbermaid's acquisition of substantially all of the manufacturing assets from its principal PRC contract manufacturer of pens and markers, Delo Dongguan Stationery Co., Ltd.;
• (June, 2004) Rakuten's US$110 million acquisition of a 22% interest in Nasdaq-listed Ctrip.com;
• (June, 2004) Baidu.com, Inc., a Cayman Islands company with its headquarters in Beijing, China, and a leading Chinese-language Internet search engine with the largest market share of the Internet search business in China, in Google's acquisition of a minority stake in Baidu;
• (May, 2004) Rockefeller Group International Inc.'s proposed US$1 billion investment in a waterfront preservation and development project in Shanghai;
• (March, 2004) Thomson's divestiture of it optical key component PRC manufacturing assets and related DVD technology development alliance with Hon Hai Precision Instruments valued at approximately US$90 million;
• (February, 2004) Creator Holdings Limited's purchase of a package of outstanding loan obligations of HKSE-listed Hong Kong Construction owed to a consortium of banks, including Citigroup, HSBC, Commerz Bank, BNP Paribas, Sumitomo Mitsui and Hang Seng, in the principal amount of over US$180 million;
• (January, 2004) Shanghai Offshore Oil Group (HK) Limited's proposed acquisition of a US$21 million real estate development from China Everbright Holding Company Limited;
• (December, 2003) Sino Pharmaceutical's US$10.5 million acquisition of a 35% equity interest in Beijing Tide Pharmaceutical, a Beijing-based pharmaceutical research and development and manufacturing company; and
• (November, 2003) Kodak's US$150 million acquisition of a 20% interest in PRC state-owned Lucky Film Co. Ltd., and a related strategic cooperative alliance; this was the largest ever acquisition of State-owned shares of a public Chinese company.

Private Equity and Venture Capital: In 2004 Morrison & Foerster's China team represented a number of investors in venture capital and private equity investments. These transactions include assisting:

• (January, 2005) JE Capital, the private equity arm of Hong Kong Main Board-listed Johnson Electric, in its acquisition of an interest in China Autoparts, Inc., a '34 Act reporting company and the largest privately-owned manufacturer of automotive engine blocks in China;
• (December, 2004) GoGo Technology, a provider of mobile search services based in Beijing, in its Series A financing from JAFCO Asia Technology Fund;
• (December, 2004) TL Ventures, as lead investor, in a Series B Preferred Stock financing for Nanotech Corporation, a start-up semiconductor foundry in Changzhou, Jiangsu Province, China;
• (December, 2004) Acer, in a Series A Preferred Stock financing of Ether Precision, Inc. and a Series B Preferred Stock financing of Chipnuts Technology, Inc. VenGlobal Capital, Investar Capital and Enspire Group joined Acer in its investment in Ether Precision, a Shanghai-based designer and manufacturer of miniature optical lenses for digital camera and cell phone OEMs.  CID Ventures Management & Consulting, Ceyuan Ventures and others joined Acer in its investment in Chipnuts Technology, a Shanghai-based mobile multimedia System-on-Chip (SoC) design firm;
• (December, 2004) New Oriental Education & Technology Group Inc., We represented New Oriental Education & Technology Group Inc., a leading provider of education services headquartered in Beijing and with operations throughout China, in its Series A financing from Tiger Technology fund;
• (October, 2004) International Finance Corporation in its Series A round of investment in HiSoft Technology International Limited (doing business in China through its affiliate Dalian Haihui Sci-Tech Company Limited), a major software outsourcing and development company based in Dalian, China. Other Series A investors in the company include JAFCO Asia Technology Fund, Intel Capital Corporation and Granite Global Ventures; 
• (July, 2004) Smartpay Jieyin Ltd. ("Smartpay"), a Shanghai-based electronic payment services leader in China, in its round of equity financing led by 2b Holdings and existing shareholders in the company, including Lunar Group. Smartpay will use the capital to invest in other consumer electronic payment services to a number of other direct-to-consumer (D2C) and peer-to-peer (P2P) applications and services and expand its Electronic Payment Services in Anhui, Chongqing, Jiangsu and other provinces throughout China;
• (June, 2004) Jeboo.com Inc., a wireline and wireless broadband content and application service provider based in Guangzhou, and its founder in the company's Series A financing from Draper Fisher Jurvetson ePlanet Ventures;
• (May, 2004) Legend Capital and IP Fund One (managed by Acer Technology Ventures), in their Series A investment in Power Genius Holdings Limited (a.k.a. Skyinfo or Xuntian), a wireless value-added service provider based in Shenzhen; 
• (April, 2004) CDH Investments and a consortium of investors, led by CDH Investments, which included Draper Fisher Jurvetson and WI Harper Group in their Series B investment in Shanghai-based Focus Media;
• (February, 2004) Carlyle Group, in its Series A investment in Awaken Limited, a content and technology supplier to China's wireless value-added services industry based in Beijing; and
• (January, 2004) Fidelity, in its Series A and B investment in Dianji Holdings Limited, a software company based in Beijing (and founded by Wang Zhidong, one of the founders of Sina.com).

Global Offerings: in 2004 Morrison & Foerster's China team represented both issuers and underwriters in connection with public and private offerings of securities in both Hong Kong and globally assisting:

• (January, 2005) Hurray! Holding Co., Ltd., in its global IPO and listing of American Depositary Shares (ADSs) on the Nasdaq National Market. Hurray! (trading symbol: HRAY) raised US$70.5 million in the offering, which was the first Nasdaq IPO by a China-based company in 2005. The Beijing-based company is one of the leaders in China in providing advanced 2.5G WAP wireless services, which allow mobile users to directly access, browse, search and download content through their mobile phones using menu-based interfaces similar to Internet web browsers;
• (December, 2004) China International Capital Corp. ("CICC"), the premier investment bank in China, with Irico Group Corp's IPO on the mainboard of the HKSE and its Regulation S/Rule 144A global offering. Irico is a state-owned enterprise ("SOE"), and is China's biggest, and the world's fifth largest, maker of color television tubes. CICC is the global coordinator, lead manager and sponsor of the IPO which is expected to total approximately $100 million. This was the first global offering in which CICC is the exclusive global coordinator;
• (November, 2004) Cathay Financial Co Ltd., in its recent $500 million equity offering. The deal was the largest Taiwan GDR offering of 2004. In 2003 Morrison & Foerster represented Cathay Financial Holding Co., Ltd. and the Cathay Life Insurance Co., Ltd. in a US$522 million Regulation S/Rule 144A offering of Global Depositary Shares. J.P, which was Asiamoney’s Equity Deal of the Year for 2003);
• (July, 2004) UBS Investment Bank, the lead underwriter in the US$100 million initial public offering of ADSs in KongZhong Corporation (Nasdaq: KONG). KongZhong is located in Beijing and is the leading provider of advanced second-generation, or 2.5G, wireless interactive entertainment, media and community services, in terms of revenue, to customers of China Mobile Communications ("China Mobile") and its affiliates. China Mobile has the largest mobile subscriber base in the world. In addition to UBS Investment Bank, the team of underwriters included Banc of America Securities and CIBC World Markets;
• (June, 2004) Grand Investment International Ltd., we acted for First Asia Finance Group Limited and Grand Investment (Securities) Limited, the joint lead managers in this share offer of Grand Investment International Ltd., an investment company listed on the Main Board of the HKSE which specializes in investing in listed and unlisted enterprises conducting business in Hong Kong and the PRC
• (June, 2004) Qin Jia Yuan Media Services Company Limited, we acted for DBS Asia Capital Limited, the bookrunner and lead manager in this share offer of Qin Jia Yuan, which is a media services provider in the PRC, comprising TV program related services, marketing related services and public relations services. It is the first of its kind listed on the HKSE;
• (June, 2004) Hopefluent Group, we acted for KE Capital (Hong Kong) Limited, Altus Capital Limited and Tai Fook Capital Limited, the sponsors and lead manager of the initial share offering of this real estate agency which operates principally in the city of Guangzhou in the PRC, being the first Mainland China real estate agency business to reach the Main Board of the HKSE; 
• (June, 2004) Wai Yuen Tong Medicine, a Hong Kong-based and Main Board-listed Chinese traditional pharmaceutical company, in its US$34M rights offering to existing shareholders, and in its related share capital reorganisation and a related acquisition of its leased factory complex;
• (May, 2004) Lang Chao International Limited, a distributor and reseller of IT products in Hong Kong and the PRC, in its initial public offering on the GEM of the HKSE, jointly sponsored by ICEA Capital Limited and Tai Fook Capital Limited;
• (March 2004) Linktone Ltd., in its US$86,000,000 global initial public offering and listing of American Depositary Shares ("ADS") on the Nasdaq. Linktone is a Shanghai-based provider of wireless services for mobile phone users in China. Lead underwriter on the offering was Credit Suisse First Boston, with J.P. Morgan, Piper Jaffray & Co. and CLSA Asia-Pacific Markets;
• (March, 2004) Shandong Weigao Group Medical Polymer Co, a maker of single-use medical devices such as syringes and transfusion sets, in its US$25M share offer and listing on the HKSE's Growth Enterprise Market ("GEM");
• (March, 2004) EcoGreen Fine Chemicals Group Ltd, we acted for Goldbond Capital (Asia) Ltd. as lead underwriter in the US$18M public offering and listing on the Hong Kong Main Board of EcoGreen Fine Chemicals Group Ltd, which researches and develops, produces and sells fine chemical ingredients used in pharmaceutical industry, healthcare and personal care industry;
• (February, 2004) CITIC Capital Markets Holdings, on Regulation S issues in connection with the $110 million H share initial public offering (IPO) by Weichai Power Co Ltd., one of China's largest diesel engine manufacturers; and
• (January, 2004) China Healthcare Holdings Limited, a Bermuda based company which is listed on the Hong Kong Stock Exchange ("HKSE"), in connection with its placement of 13 million shares to Guo Kang Pharmaceutical and Medical Equipment Company Limited ("Guo Kang").  Guo Kang is owned by the Ministry of Health of the PRC ("MOH") and is the window company in Hong Kong for the MOH.