Morrison & Foerster Completes US$416 Million in Transactions for Chia Tai Enterprises

5/30/2007

Press Release

Hong Kong, May 20, 2007 – Morrison & Foerster's Hong Kong office represented Chia Tai Enterprises International Limited (CTEI), a Hong Kong Stock Exchange listed company, in a series of agreements for the acquisition of the entire equity interests in 19 well-established hypermarket stores operating in or near Shanghai for a total consideration of US$360 million from China Retail Fund (a close-end fund co-sponsored by American International Group), C.P. Seven Eleven (listed on the Stock Exchange of Thailand) and C.P. Holding (a BVI investment holding company). At the same time, CTEI and C.P. Holding have agreed for CTEI to divest of 11 hypermarket stores in northern China to C.P. Holding for a total consideration of US$56 million. The net consideration of US$305 million is payable by CTEI by a combination of new ordinary shares, preference shares and US$195 million in principal amount of convertible bonds. CTEI has separately also agreed to issue a further US$20 million of convertible bonds for cash.

CTEI currently operates a total of 32 hypermarket stores located in cities in northern and southern China. The acquisition and business reorganization will result in CTEI operating an enlarged network of 40 well-established "Lotus" hypermarket stores in prime locations in northern, central and southern China, with a total sales area of 610,000 square metres.

The transactions are subject to Chinese regulatory approval and approval by the Hong Kong Stock Exchange and by the independent shareholders of CTEI and of one of the sellers, C.P. Seven Eleven.

The Morrison & Foerster team was lead by Hong Kong partner, Tien-yo Chao.

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