Asia Practice

Contents

Goodmans LLP ...........................................................................................1

Goodmans & Asia.......................................................................................1

Doing Business in Asia ..............................................................................3

Goodmans Toronto .....................................................................................4

Goodmans Vancouver.................................................................................6

Goodmans Asia ..........................................................................................8

Asia Practice Group – Toronto..................................................................10

Edwin A. Goodman P.C., O.C., Q.C., D.U., LL.D .................................................10 Hon. Robert Keith Rae, P.C., O.C., Q.C.,............................................................11 Mike Harris ......................................................................................................12 William Rosenfeld, Q.C. ...................................................................................13 Kenneth Wiener................................................................................................14 Jon Johnson......................................................................................................15 Jay A. Carfagnini..............................................................................................17 Yi-Wen Hsu ......................................................................................................18 Victor Liu .........................................................................................................19

Asia Practice Group – Vancouver .............................................................20

Paul Goldman ..................................................................................................20 Bruce M. Wright ...............................................................................................21

Asia Practice Group – Hong Kong.............................................................22

Leo Seewald.....................................................................................................22 Felix Fong.........................................................................................................23 Ching-Wo Ng....................................................................................................24

How to Reach Us ......................................................................................25

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Goodmans LLP A business law firm that doesn’t fit traditional definitions.

Goodmans LLP is recognized internationally as one of Canada’s premier transaction law firms. Lexpert Magazine calls the firm a “corporate powerhouse”, and the National Post newspaper “a testament to smarts over size”.

Goodmans is ranked among the top business law firms because its lawyers and clients are industry leaders. The firm’s lawyers excel in their fields to help clients excel in theirs – both ensuring ever-higher levels of service and business success. Further, they offer a unique combination of skills – spanning business law and litigation; public and private; tradition and innovation.

With a strategic entrepreneurial history and deal-making mindset, Goodmans lawyers deliver intelligent solutions, responsiveness, energy, talent, and determination to get the deal done. It’s more than just legal services; it’s strategic business advice.

Clients appreciate the firm’s dedication to exceptional service, community partnership and mutual respect. That’s why so many clients have been with the firm since their businesses began – for over 30 years in some cases. Even now, with clients among Canada’s largest corporations, financial institutions and multinationals, the firm honours its roots – in client service and in community service.

This is a place where good people really are good for business.

Goodmans & Asia Goodmans is proud of its longstanding affiliation with Fong & Ng in Hong Kong. We are equally excited about Fong & Ng’s association with one of China’s leading private law firms, King & Wood. For Goodmans, this relationship allows us to serve our clients’ interests in the People’s Republic of China even better. King & Wood is China’s most widely represented law firm with offices in Beijing, Shanghai, Shenzhen, Chengdu and Guangzhou and over 400 lawyers. The 190 Goodmans lawyers in Toronto and Vancouver and the 20 lawyers that Goodmans and Fong & Ng have in Hong Kong are pleased to help Canadian and other international companies do business in Asia and to help Asian clients do business in North America with special support from King & Wood. Goodmans LLP and King & Wood are members of the World Law Group.

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Goodmans has been committed to the Asian market, and Hong Kong and China in particular, for many years. On May 19, 1993, Goodmans sponsored the Goodmans Forum and hosted then Vice Premier Zhu Rongji when he addressed some 700 North American business leaders in Toronto on emerging opportunities for foreign businesses under economic reforms. It was Premier Zhu’s first appearance before a private business audience in the Western world. Michael Wilson, Canada’s International Trade Minister at the time of the Goodmans Forum delivered a policy address at lunch. In 1994, Goodmans hosted Vice Premier Zou Jiahua when Vice Premier Zou met privately with 100 executives of western businesses. Goodmans has also been the private host for North American visits of Madame Wu Yi, Minister of Foreign Trade, Sun Zhenyu, Vice Minister of Foreign Trade and Xu Kuandi, Mayor of Shanghai.

Goodmans has taken the opportunity to congratulate China on its accession to the World Trade Organization. Goodmans was invited to speak, and representatives of Fong & Ng assisted, at a conference hosted by the State Economic and Trade Commission and the China Council for the Promotion of International Trade at “The International Conference on Law and Practice of Anti-dumping, Countervailing and Safeguards”, in Boao, China, December 17 – 19, 2001.

In October 2002, Goodmans hosted Madame Wang Qinhua, Director General of the Investigation Bureau of Industry Injury of the State Economic and Trade Commission (SETC) and 27 senior level officials from different SETC divisions, including the Jiangxi Provincial Economic & Trade Commission, the Hunan Province Economic and Trade Commission, the Shangdong Province Economic and Trade Commission, the Liaoning Economic & Trade Commission, the Henan Province Economic and Trade Commission, the Jiansu Provincial Economic & Trade Commission the Gaungdong Economic and Trade Commission, the Economic Commission of Shanghai Municipal, the Chongqing Economic Commission, the Xinjiang Autonomy Regency Economic and Trade Commission, the Ningbo Municipal Economic Commission and the State Foreign Export Bureau. Goodmans spoke on Canada’s anti-dumping and countervailing duty, and safeguard laws. Also in attendance were many representatives from Chinese steel manufacturers, exporters and associations.

Zhu Rongji and Eddie Goodman

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Doing Business in Asia The size of Asia’s market, its economic growth, vast infrastructure development needs, and policies encouraging foreign investment, have combined to make it one of the world’s largest importers of foreign capital. Goodmans has played an important role in advising its dynamic and internationally minded clients on effectively incorporating Asia into their permanent strategic plans.

Yet even companies experienced in emerging markets can find that doing business in Asia, a region where countries are attempting to incorporate free markets into a planned economy, is particularly challenging. What might appear to be a straightforward transaction can be complicated by numerous legal and practical business problems. Due to the fact that the laws and regulations affecting foreign invested enterprises can vary significantly from one region to another, it is important that companies seek the most comprehensive advice from professionals familiar with the region and the industry.

Structuring investments in many of the Asian countries requires careful due diligence: How do you select a suitable partner and assess the information and network it provides? What are the actual official approvals that are required from among the vast number of overlapping jurisdictions and departments? How do you negotiate successfully in Asia and to what extent do cultural factors influence the process? How do you determine if your prospective partner is even authorized to do business with foreigners? How can the joint venture obtain land for production facilities? What can you do if your partner improperly uses your technology to set up a competing enterprise? How do you ensure adequate access to foreign exchange or obtain the most favourable tax treatment?

With decades of experience in Asia, Goodmans can offer comprehensive assistance in assessing the crucial due diligence issues for a project. The multilingual and experienced lawyers of Goodmans can map out and navigate through even the most complicated transaction. Although the rewards for investing in many of the Asian countries may be great, the risks cannot be ignored. Through the judicious use of skilled business and legal advisors such as Goodmans, international investors can carefully plan and structure their activities to ensure that they have the most appropriate information to guide their investments in the region.

Goodmans, together with Fong & Ng in Hong Kong and with the support of King & Wood in its five offices in mainland China, is ready to help you in Asia.

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Goodmans Toronto The Toronto office of Goodmans was founded in 1917 and is the largest of all Goodmans offices with 180 lawyers.

The Toronto office is international in scope and offers foreign and domestic clients a full range of services and expertise in all major areas of business law including: Mergers & Acquisitions; Corporate Finance & Securities; International Trade, Corporate Restructuring; Corporate & Commercial; Entertainment & Sports; Litigation; Communications; Real Estate; Tax; Municipal, Planning and Property Tax and Pensions, Trusts and Estates.

Goodmans is also a recognized as a leader in a number of specialized industries and areas of practice including: charities and not-for-profit; commodity tax and customs; competition; construction; e-commerce; employment & labour; energy; the environment; information technology; intellectual property; telecommunications, natural resources; privatization; public/private partnerships & project finance; property assessment and taxation; and tax and trade dispute resolution.

Goodmans’ Toronto office is well positioned to handle the growing number of increasingly large, sophisticated, multinational transactions that have a Canadian aspect. Two former Premiers of the Province of Ontario, the Honourable Bob Rae and Mr. Mike Harris, are able to advise with respect to global trade policy issues, and highly qualified and respected specialists are available to structure, execute and implement transactions involving Asian businesses and/or governments.

For further information on Goodmans, please visit our website at www.goodmans.ca.

Significant Transactions and Matters

The Toronto office’s recent Asian experience includes:

Retained by the International Finance Corporation (IFC), an affiliate of the World Bank, to carry out a one year project based in Chengdu, Sichuan Province, China designed to improve standards of corporate governance among small and medium sized businesses (SMEs) to enhance their competitiveness and continued development. The project consists of two phases. The first phase involves a corporate governance audit of SMEs in Sichuan and the development of programs and manuals to train SMEs to better understand the concepts and principles of good corporate governance. The second phase involves Goodmans working intensively with a small number of SMEs to improve their corporate governance and to then report on the results of the project.

HSBC Securities, the financial advisors in connection with China Minmetals Corporation’s proposed acquisition of Noranda Inc.

Represented the Furukawa Electric Co., Ltd. of Japan, the controlling shareholder of JDS Fitel Inc., with respect to the US $12.8 billion cross-border merger of JDS Fitel Inc and Uniphase Corp.

Represented China Huaneng Group of Beijing, China’s fifteenth largest state-owned enterprise, in Canada.

Acted for China International United Petroleum and Chemical Co. Ltd. (UNIPEC) with respect to an acquisition in Canada.

Assisted China.com of Hong Kong (NASDAQ listed) on investment in a Toronto-based internet company, NRG Group Inc.

Advised North American and German companies with China-based organizations on IT and technology and international financing matters.

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Advised Bombardier, the Power Corporation and the Ministry of Railways in China in respect of a joint venture in China.

Represented Four Seasons Hotels and Resorts in its arrangements involving the participation in, and operation and management of hotels, resorts and mixed-use projects throughout the world, including Hong Kong, Bali, Bangkok, Chaing Mai, Jakarta, Kuala Lumpur, Maldives, Shanghai, Singapore, Taipei and Tokyo.

Represented the China Chamber of Commerce for Import and Export of Foodstuffs, Native Produce and Animal By-Products and the Ministry of Foreign Trade and Economic Co-operation and a foreign producer of garlic in anti-dumping cases, interim reviews, an expiry review and a judicial review before the Canada Customs and Revenue Agency and the Canadian International Trade Tribunal and the Federal Court of Canada.

Represented Samsung Semiconductor Inc. with respect to income tax, sales tax, and other important issues relating to sales to Canada operations.

Represented a Canadian importer of watches from the PRC and Hong Kong regarding the application of the General Preferential Tariff.

Represented a Canadian subsidiary and American parent regarding the importation and warehousing of textile products manufactured in China, the application of the General Preferential Tariff and marking rules.

Represented a Canadian manufacturer selling to the automotive and aerospace industries in China in securing export permits.

Advised a Hong Kong private company in respect of obligations pursuant to the WTO Agreement on Government Procurement.

Acted for Samsung in connection with an arbitration in Canada.

Represented a Canadian company licensing its copyrighted works to a partner in India.

Registered trademarks owned by corporations and enterprises in the PRC, Hong Kong, Taiwan and Japan.

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Goodmans Vancouver The Vancouver office of Goodmans provides an important link between Canadian business, the west coast of the United States and nations of the Asia Pacific. The office reflects the importance of the Vancouver market to companies in Canada both for purely Canadian-based opportunities as well as an international link to Asia.

The Vancouver office of Goodmans is international in scope, working with a wide range of Canadian and foreign-based companies, emphasizing corporate finance, mergers and acquisitions, securities and business law in the context of sophisticated transactions for business clients which include high technology, telecommunications, mining and natural resources, financial services, entertainment, real estate and manufacturing companies. The Vancouver office also regularly advises emerging entrepreneurial companies.

The Vancouver office is well positioned to handle sophisticated, multinational transactions. The Vancouver office has a thriving Asia practice, advising Asian clients in connection with their investments in Canada, as well as Canadian, American and International clients with significant assets and transactions in Asia and Australia.

Significant Transactions and Matters

The Vancouver office’s recent Asian experience includes:

Ivanhoe Mines Ltd. in connection with the $140 million offering of common shares, the proceeds of which will be used to fund additional exploration and development expenditures on Ivanhoe’s Oyu Tolgoi copper/gold project in Mongolia and its mineral projects in China

Represented a Canadian public company listed on the Toronto and Australian stock exchanges, and on NASDAQ, in connection with more than US$425 million of public and private financing; the acquisition of mineral and royalty interests in Mongolia; all matters relating to the development of a major gold and copper deposit in the South Gobi region of Mongolia and negotiation of a stability agreement with the Mongolian government.

Represented a Toronto Stock Exchange-listed Canadian company in connection with acquisition of mineral interests and production of copper and gold through joint ventures with government entities in Myanmar and Kazakhstan and iron ore in Australia; exploration for gold and copper in Mongolia, through mineral joint ventures with government entities in the Autonomous Region of Inner Mongolia, China, through another mineral joint venture with a Canadian company in three provinces of China, and in Indonesia, Thailand, South Korea and Vietnam.

Represented a Canadian public company listed on the Toronto Stock Exchange and on NASDAQ in connection with more than US$240 million of public and private financing, the acquisition of oil and gas interests in Hebei and Sichuan provinces, China and all matters relating to the development thereof, including the negotiation of joint venture and production sharing agreements with government agencies of the People’s Republic of China, and the negotiation of a strategic alliance agreement with China International Trust & Investment Corporation to develop oil and gas projects worldwide.

Represented a Canadian public company listed on the TSX Venture Exchange in connection with all matters relating to the exploration and development of mineral properties (precious and base metals) in Yunnan, Guizhou and Liaoning provinces, and the Autonomous Region of Inner Mongolia, People’s Republic of China.

Represented a Canadian public company in connection with its Cdn.$15 million initial public offering on the TSX Venture Exchange and its acquisition of mineral exploration properties (precious and base metals) in Mongolia.

Represented a Canadian private company in connection with the acquisition of joint venture interests (industrial minerals), Liaoning Province, People’s Republic of China.

Represented a P.R.C. company and Bank of China in connection with Canadian legal proceedings arising out of an industrial development joint venture, Shenzhen, People’s Republic of China.

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Represented a Canadian private natural resources company with operations in the People’s Republic of China in connection with a proposed Hong Kong initial public offering and Hong Kong Stock Exchange listing.

Represented a consortium of Korean public companies in connection with an investment opportunity in a Canadian high-technology company.

Represented a Singapore and Hong Kong based investment company in connection with its investments in a British Columbia technology company.

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Goodmans Asia In 1971, Goodmans established its Hong Kong office and, in so doing, was the first North American law firm to establish a presence in Hong Kong. Goodmans’ Hong Kong office is licensed to practice local Hong Kong law and has always focused on servicing international businesses, including those located in Hong Kong, elsewhere in Asia, Europe, Canada, the U.S. and Australia. Together with our local affiliate Fong & Ng, Goodmans’ Hong Kong office has a combined legal team of more than 20 lawyers and paralegals. All the lawyers in our Hong Kong office speak at least Mandarin, Cantonese and English.

We pride ourselves on the ability to be equally adept at understanding “eastern” and “western” culture so that we can help our clients deal with the subtleties and complexities of doing business in Hong Kong and mainland China. We also assist our Asian clients with transactions in North America. Fong & Ng is associated with one of China’s leading private law firms, King & Wood. King & Wood has a legal team of more than 300 lawyers and paralegals at offices in Beijing, Shanghai, Shenzen, Chengdu and Guangzhou.

The Goodmans Hong Kong office focuses on facilitating corporate, commercial and securities transactions in Hong Kong, China and other parts of Asia, as well as debt restructuring, asset-based financings, infrastructure and telecommunications projects, banking, real estate, international tax and estate planning, and offshore trusts. Goodmans Hong Kong also serves as a conduit between Hong Kong businesses and financial institutions, and the capital markets in North America.

Lawyers in our Hong Kong office have special expertise in Hong Kong corporate and securities legal matters. Our lawyers have a broad range of experience in public and private equity and debt financing, mergers, acquisitions, joint ventures and general commercial law. As a result, we offer Asian businesses advice on how they may access Hong Kong and North American financial markets. Our lawyers also have extensive experience working in major commercial and securities-related transactions in mainland China including all types of joint venture transactions.

Goodmans’ clients benefit from the full range of legal services and skills available. We are committed to ensuring our clients’ success in Asia, in China and Hong Kong as well as all of the other countries of the region where we actively participate. Our single goal is to help our clients achieve their objectives. Whether an issue is local, regional or international, we provide the highest quality professional advice and assistance in responding quickly and effectively to our clients’ needs. Major practice areas are represented in all of our offices, and lawyers throughout the firm are available to work for each client in a manner combining the greatest expertise with the greatest efficiency.

We are proud that Goodmans’ Hong Kong office was nominated for the Entrepreneur Award by the Canadian Chamber of Commerce in Hong Kong in 2002.

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Significant Transactions and Matters

Recent transactions in the Hong Kong office include:

Retained by the International Finance Corporation, an affiliate of the World Bank, on a one-year project to inform SMEs in Sichuan Province about corporate governance and assist them in implementing corporate governance best practices.

Advised Yong Ye Group, a Shanghai real estate development investment company in a US$90 million joint investment with Morgan Stanley Real Estate Funds in the Jinlin Tiandi real estate project, a high-end residential development in Shanghai’s prestigious Luwan District.

Advised Four Seasons Hotels & Resorts with respect to its hotel project in Shanghai.

Advised a Korean publicly listed company involved in a hostile board of directors dispute with respect to its Hong Kong-based subsidiary.

Advised a major international automobile manufacturer about structuring its joint venture in the PRC through the use of a Hong Kong-based holding company.

Assisted Eimo Precision Mouldings, a Finnish public company in the injection molding business, with investments in Hong Kong and the PRC.

Assisted China.com of Hong Kong (NASDAQ listed) on an investment in a Toronto-based internet company, NRG Group Inc.

Assisted America Online with documentation for investments in the PRC.

Assisted Lear Corporation, a U.S. public automotive company, with its PRC investments.

Assisted a Canadian manufacturing company in setting up a joint venture in Shanghai.

Assisted Canadian manufacturing companies in setting up joint ventures and wholly foreign-owned subsidiaries in the PRC.

Assisted a client in settling a law suit in respect of labour matters arising from the termination of staff at a client’s PRC factory.

Advised a Canadian client with respect to the licensing of pharmaceutical products in the PRC.

Assisted a Hong Kong based environmental products company with its IPO in Hong Kong.

Negotiated with local PRC government to minimize the consequences to a foreign client who withdrew the set-up of their wholly-owned foreign enterprise.

Advised a Hong Kong client with respect to staging the First Harbour Festival Hong Kong, featuring performances by the Rolling Stones, Prince, Santana and others.

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Asia Practice Group – Toronto

Edwin A. Goodman P.C., O.C., Q.C., D.U., LL.D egoodman@goodmans.ca 416.597.4113

Profile

In his long and distinguished career as one of Goodmans' founding fathers, Eddie has acted as counsel in every court in the country, including the Supreme Court of Canada.

Eddie was instrumental in organizing the Goodmans Forum in 1993 and hosted then Vice Premier Zhu Rongji when he addressed some 700 North American Business leaders in Toronto on emerging opportunities for foreign businesses under economic reforms. In 1994, Eddie hosted Vice Premier Zou Jiahua when Vice Premier Zou met privately with 100 executives of Western businesses. Eddie was the private host for North American visits of Madame Wu Yi, Minister of Foreign Trade, Sun Zhenyu, Vice Minister of Foreign Trade and Xu Kuandi, Mayor of Shanghai.

Eddie is an Officer of the Order of Canada and has received honorary doctorates from the University of Ottawa and the University of Western Ontario. Eddie served with the Fort Garry Horse during the Second World War. He has held numerous business directorships and for five years, he served as the national chair of the Progressive Conservative Party of Canada. He also served as vice-president of the provincial and federal Progressive Conservative Party.

Eddie is a Life Bencher of The Law Society of Upper Canada, a former executive member of the Canadian Bar Association (Ontario) and a past chair of the Administrative Law and Civil Liberties sections of the CBAO. He has graced the podium at hundreds of speaking engagements and published countless articles.

Eddie has extensive ties with charitable and community organizations. He is honorary president of the Boy Scouts of Canada and honorary chair of the Canoe Museum. He has been a director of the Baycrest Centre for Geriatric Care for twenty years and is a director of both the Canadian Institute for Advance of Research Foundation and of the Princess Margaret Hospital. He was a founding director and president of the National Ballet of Canada and a director of the Royal Ontario Museum. He also acted as chair of the Royal Ontario Museum for six years.

His autobiography, The Life of the Party, was published in 1988. Eddie is a member of the Privy Council of Canada and is a past member of the Security Intelligence Review Committee of the federal government.

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Hon. Robert Keith Rae, P.C., O.C., Q.C., brae@goodmans.ca 416.597.6255

Profile

Bob Rae is a partner at Goodmans. His clients include companies, trade unions, charitable and non- governmental organizations, and governments themselves. He has extensive experience in negotiation, mediation and arbitration, and consults widely on issues of public policy both in Canada and worldwide.

Mr. Rae served as Ontario’s 21st Premier, and was elected eight times to federal and provincial parliaments before his retirement from politics in 1996.

Mr. Rae has a B.A. and an LLB from the University of Toronto and was a Rhodes Scholar from Ontario in 1969. He obtained a B.Phil degree from Oxford University in 1971 and was named a Queen’s Counsel in 1984. Mr. Rae has received honorary doctorates from the Law Society of Upper Canada, the University of Toronto, Assumption University and Huntington University.

Mr. Rae was appointed to Her Majesty’s Privy Council for Canada in 1998 and was appointed an Officer of the Order of Canada in 2000.

Mr. Rae is a panel member of the Canadian Internal Trade Disputes Tribunal, and is on the international commercial arbitrators list of the Canadian Council for International Business, and ADR Chambers.

Mr. Rae is the Chairman and president of the Forum of Federations, Chairman of the Institute for Research on Public Policy, the Royal Conservatory of Music, and the Toronto Symphony Orchestra. He also serves as director of the Canadian Ditchley Foundation, the Trudeau Foundation and is a member of the International Council of the Asia Society,

Mr. Rae is the National Spokesperson of the Leukemia Research Fund and he has recently served as the Chief Negotiator of the Canadian Red Cross Society in its restructuring. He has also served recently as a member of the Canada Transportation Act Review and the Security and Intelligence Review Committee for Canada. Mr. Rae is a past governor of the University of Toronto and a past trustee of the University Health Network. He also serves as director of: Husky Injection Molding Systems Inc., Hydro One Inc., Niigon Technologies Ltd., Retrocom REIT, Tembec Ltd. and Trojan Technologies.

Mr. Rae’s books From Protest to Power and The Three Questions have been published by Penguin Viking of Canada.

Mr. Rae is an Adjunct Professor at the University of Toronto and Senior Fellow of Massey College.

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Mike Harris mharris@goodmans.ca 416.597.6295

Profile

Mike Harris is a Senior Business Advisor at Goodmans. Mr. Harris served as Ontario’s 22nd Premier from June 1995 to April 2002. With over 25 years of dedication to public service, Mr. Harris has unique expertise in shaping public policy and managing stakeholder issues. His in-depth knowledge of government and business will provide Goodmans' clients with senior level insight and advice on business strategies.

Mr. Harris has a deep and long-standing commitment to business development between Asia and Canada. As Premier, Mr. Harris led, or participated in, seven trade missions to Asia, including the Team Canada Trade Missions to China (February 2001) and Japan (September 1999). In the course of those trade missions, Mr. Harris met with heads of government and business leaders in China, Japan, Hong Kong, South Korea, Indonesia, Thailand, Malaysia, Philippines, India and Pakistan.

While Premier of Ontario, Mr. Harris established a Government of Ontario office in Shanghai to promote business and trade and strengthen ties between Asia and Ontario. This office assisted Ontario businesses in investigating and pursuing opportunities in Asia while providing Asian businesses with information on investment opportunities in Ontario.

Mr. Harris continues to demonstrate his commitment to Ontario's children and youth as Chair of Ontario's Promise, a partnership formed between the public and private sectors whose mandate is to create a brighter future for Ontario's young people. In addition to sitting on several Boards of Canadian corporations, he also serves as a Director of the Tim Horton Children's Foundation and sits on the Board of Vince Carter's Embassy of Hope Foundation for Children.

Mr. Harris was recently named a Senior Fellow of the Fraser Institute – a leading Canadian economic, social research and education organization. Mr. Harris was also recently appointed to the Board of Directors of Magna International Inc., one of the world's most diversified automotive suppliers.

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William Rosenfeld, Q.C. wrosenfeld@goodmans.ca 416.597.4145

Profile

William focuses on mergers and acquisitions, securities, competition law and government advisory work.

He has acted on several international privatizations for Canadian underwriters and as counsel to the Canadian government on competition and privatization matters.

William served as senior legal advisor to the Canadian Foreign Investment Review Agency. He has been actively involved in Chinese-Canadian acquisitions, joint ventures and other transactions for several years. He acted for the Competition Bureau of Canada during the 1998 review of proposed bank mergers in Canada. Throughout his career, he has acted in significant merger and acquisition transactions and in extensive financings.

William has served on the board of directors of a number of publicly traded companies and as a governor of Upper Canada College.

He is a graduate of the University of Toronto (B.A.) and the University of Toronto Law School (LL.B.) He was a Rhodes Scholar and took his B.Phil at St. Antony’s College, Oxford.

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Kenneth Wiener kwiener@goodmans.ca 416.597.4106

Profile

Ken in a partner and is actively involved in Goodmans’ Asia Practice Group. After spending eight months in 2000 and 2001 in Goodmans’ Hong Kong office, Ken continues to help manage the Hong Kong office from Toronto.

Ken is one of the Goodmans specialists in securities law. Ken’s practice focuses on corporate finance, securities law, mergers and acquisitions and international law. Ken provides legal advice within the international investment sector and assists Canadian and international companies planning to do business in Asia, as well as helping Asian enterprises wanting to establish a presence in Canadian capital markets. Ken represented the Furukawa Electric Co., Ltd. of Japan, the controlling shareholder of JDS Fitel Inc., with respect to the US $12.8 billion cross-border merger of JDS Fitel Inc and Uniphase Corp. Ken also represented China Huaneng Group of Beijing, China’s fifteenth largest state-owned enterprise, in Canada. He acted for China International United Petroleum and Chemical Co. Ltd. (UNIPEC) with respect to an acquisition in Canada. Ken assisted China.com of Hong Kong (NASDAQ listed) on an investment in a Toronto-based internet company, NRG Group Inc.

Ken is the project leader of the International Finance Corporation project in Chengdu, Sichuan Province in respect of the improvement of standards of corporate governance among SMEs in Sichuan to enhance their competitiveness and continued development. Ken is participating in the structuring and implementation of the project and will be involved in the drafting of the final report.

Ken is the past director of the Listed Company Policy and Regulation department of the Toronto Stock Exchange. While there, he served in the Market Surveillance and Market Policy departments before joining the Listings and Distributions division.

Ken is actively involved with the Canada China Business Council and has participated in continuing education programs for the Ontario Bar Association, The Law Society of Upper Canada and other organizations. He is also past Chair of the Business Law section of the Ontario Bar Association and is a former director of the Toronto branch of the Hong Kong-Canada Business Association.

Ken is a graduate of the University of Toronto Law School (LL.B.) in 1979. Before then, Ken obtained a B.Sc. from McGill University in 1971 and a M.Ed. from Harvard University in 1973.

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Jon Johnson jjohnson@goodmans.ca 416.597.4121

Profile

Jon Johnson is a partner in the Toronto office of Goodmans LLP. Jon graduated from University of Toronto Law School in 1968 and was admitted to the Bar of the Province of Ontario in 1970. He received an LL.M. in Business Law from Osgoode Hall Law School in 1980.

In January, 2004, Jon was lead trainer and responsible for preparation and delivery of an Interdepartmental Training Course in Beijing, PRC for the Ministry of Commerce (including the Department of Treaty and Law, Investigation Bureau of Industry Injury, and the Bureau of Fair Trade for Import and Export), other government departments, academics and lawyers on WTO litigation strategy and WTO compliance.

Jon participated as a legal advisor in Canada’s Trade Negotiation Office respecting the automotive provisions of the Canada-U.S. Free Trade Agreement and advised Canada’s Office of the Trilateral Trade Negotiations during the negotiation of the North American Free Trade Agreement (“NAFTA”) respecting Rules of Origin and other issues. Following the signing of NAFTA, Jon was retained by the Federal Government of Canada to provide advice on the negotiation and drafting of the Uniform Regulations to implement the NAFTA rules of origin.

Jon advises both public and private sector clients on matters involving international trade arising under both NAFTA and the Agreement Establishing the World Trade Organization (“WTO Agreement”).

Jon is one of Canada’s leading practitioners in the area of WTO litigation. He has represented industry stakeholders in numerous WTO challenges brought against Canada by other WTO Members and by Canada against other WTO Members. In either situation, he has communicated extensively with the Government of Canada concerning Canada’s submissions to WTO Panels and the WTO Appellate Body and has assisted the Government of Canada at several hearings in Geneva, Switzerland. The completed cases Jon has been involved in include:

Canada - Certain Measures Affecting the Automobile Industry (Complaint Against Canada by the EC and Japan taken to both DSB Panel and Appellate Body)

Canada - Patent Protection of Pharmaceutical Products (Complaint Against Canada by the EC - taken to DSB Panel)

Canada -Term of Patent Protection (Complaint Against Canada by the United States - taken to DSB Panel and Appellate Body)

United States - Treatment of Export Restraints as Subsidies (Complaint Against the United States by Canada - taken to DSB Panel)

United States - Section 129(c)(1) of the Uruguay Round Agreements Act (Complaint Against the United States by Canada – taken to DSB Panel).

United States - Preliminary Determination with respect to Certain Softwood Lumber From Canada (Complaint Against the United States by Canada – taken to DSB Panel).

United States - Final Countervailing Duty Determination With Respect to Certain Softwood Lumber from Canada

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Jon has also provided advice to the Federal Government of Canada in respect of four NAFTA Chapter Eleven cases brought against Canada by investors of the United States. In these cases he provided advice concerning all aspects of the case, including the preparation of submissions and presentation of the case before the arbitral panel.

Jon has been retained by the Government of Canada and industry associations to prepare manuals concerning international obligations. For example, he has written a manual for the Government of Canada on WTO jurisprudence and Chapter Eleven, Nineteen and Twenty of NAFTA jurisprudence. Jon was also retained by the Automotive Parts Manufacturers’ Association and the Automotive Industry Active Group to prepare a manual for use in applying the NAFTA rules of origin to the automotive sector.

Jon is the author of numerous publications, including International Trade Law (Essentials of Canadian Law Series, Irwin Law, Toronto, 1998), and The North American Free Trade Agreement: A Comprehensive Guide (Canada Law Book, 1994). He has also taught a Masters of Laws course on trade law regulation (including WTO and NAFTA) in 2003 at Osgoode Hall Law School and a Masters of Laws course on NAFTA at the School in 1996-1997. He has given numerous speeches and lectures respecting international trade law, particularly on rules of origin issues.

Since 1983, Jon has served as the Honorary Consul of Iceland in Toronto and is currently the Honorary Consul General.

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Jay A. Carfagnini jcarfagnini@goodmans.ca 416.597.4107

Profile

Jay A. Carfagnini is a partner and heads the firm’s corporate restructuring group. His practice focuses on banking and financing law, corporate reorganizations, bankruptcy and insolvency law. He has a particular expertise in cross-border and international transactions, particularly in the interplay of Canadian restructuring proceedings with U.S. Chapter 11 proceedings and U.K. administration proceedings. Jay has been an active participant and advisor in most of the major restructurings in Canada in the past several years, including Laidlaw Inc., Harnischfeger Industries Inc., Exodus Communications Group, Call-Net Enterprises Inc., Mosaic Group Inc., Kaiser Aluminum Group, American ECO Corp., Fleming Group/Core-Mark Intl’l, JTI Macdonald, Laura Secord, Amtelecom Group, International Wallcoverings Ltd., Canadian Commercial Bank, Med-Chem Medical Supplies Services Group, Olympia & York Developments Limited, Dylex Limited, T. Eaton Co. Ltd., the Tee-Comm Electronics and AlphaStar digital home TV Group, Air Atlantic and the Sammi Atlas Steel Group.

Jay has been consistently identified as a leading practitioner of insolvency and restructuring law by several international legal publications including the Lexpert/American Lawyer Media Guide to the Leading 500 Lawyers in Canada and the Canadian Legal Lexpert Directory, Chamber’s Global Guide to the World’s Leading Lawyers, Euromoney’s Guide to the World’s Leading Insolvency and Restructuring Lawyers, Global Counsel 3000, Global Counsel’s Restructuring and Insolvency Handbook and Law Business Research’s An International Who’s Who of Insolvency and Restructuring Lawyers.

Jay is a member of the Ontario and Alberta bars, the International Bar Association, the Law Society of Upper Canada, the Canadian Bar Association, the American Bar Association, the Turnaround Management Association, the Insolvency Institute of Canada and INSOL International.

Jay is a member and active participant in the World Law Group, a network of independent law firms located in the world’s major commercial cities, selected for their excellent business reputations, commitment to international practice and their ability to assist other member firms in their international dealings. The World Law Group holds semi-annual meetings where attorneys from member firms come together to broaden and strengthen their relationships and to increase awareness and understanding of legal issues and client needs worldwide.

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Yi-Wen Hsu yhsu@goodmans.ca 416.597.4125

Profile

Yi-Wen’s practice encompasses all areas of corporate income taxation, with a focus on the income tax aspects of domestic and cross-border mergers and acquisitions, corporate reorganizations, equity and debt financing and income funds. Yi-Wen has also advised in the areas of transfer pricing and tax dispute resolution.

Yi-Wen has contributed to a number of publications on taxation, including Tax Notes International, the Journal of International Taxation, International Tax Planning (Federated Press), Canadian Current Tax, and the International Transfer Pricing Journal (IBFD). Yi-Wen is a regular instructor for the corporate tax section of the Bar Admission Course of the Law Society of Upper Canada.

Prior to joining the firm in 2003, Yi-Wen practised tax law in Toronto with another leading Canadian law firm and, in 1996 and 1997, worked in the international tax practice of a major European law firm in Amsterdam.

Yi-Wen completed her LLB at Osgoode Hall in 1992, her BBA at the University of New Brunswick in 1992 and her LLM at the University of Munich in 1994. She was called to the Ontario Bar in 1995. She is a member of the Canadian Bar Association, the Canadian Tax Foundation and the International Fiscal Foundation.

Yi-Wen also speaks Chinese (Mandarin) and German.

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Victor Liu vliu@goodmans.ca 416.597.5141

Profile

Victor focuses on corporate, mergers and acquisitions and securities law. He has been involved in friendly and hostile takeovers, IPOs, private offerings, cross-border and international transactions as well as various securities matters.

Victor’s practice also focuses on the emerging Chinese market. For eight months in 1998 and 1999, he was seconded to Goodmans' Hong Kong office, where he gained valuable insight and experience in China-related matters. While in Hong Kong, Victor was a member of the Chinese Canadian Association and the Canadian Chamber of Commerce and upon his return to Toronto, has remained active in Toronto’s Canada/China business community. He is fluent in Cantonese.

Victor completed his BA at Queen’s University in 1995 and his JD from the University of Toronto in 1998. Victor has been with Goodmans since joining as a summer student in 1998.

Called to the Ontario Bar in 2001, Victor is a member of the Law Society of Upper Canada, the Hong Kong Canada Business Association (Toronto), the Chinese Canadian Association (Hong Kong) and the Canadian Bar Association. He is fluent in Cantonese.

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Asia Practice Group – Vancouver

Paul Goldman pgoldman@goodmans.ca 604.608.4550

Profile

Paul practices corporate and securities law and is the managing partner at Goodmans’ Vancouver office. He represents Canadian and international mining and energy companies, as well as companies in the manufacturing, telecommunications, high technology, biomedical, financial services, real estate development and entertainment industries.

Paul’s practice has a particular emphasis on national, cross-border and international transactions, focusing on the areas of corporate finance, mergers and acquisitions and corporate governance. He has had extensive involvement in matters relating to public and private debt and equity offerings, takeovers, mergers and acquisitions and corporate reorganizations, as well as securities regulatory reporting, compliance and enforcement, merchant banking and venture capital financing.

Paul has advised Canadian companies in connection with their Asian business operations and Asian companies with respect to their North American investments since 1986. He has had substantial experience with resource exploration and development in the People’s Republic of China and its immediate neighbours, and elsewhere in Asia, and with project development and financing, particularly with respect to international mining joint ventures.

Paul has represented the governments of British Columbia and Alberta in a broad-range of private placement,. venture capital and merchant banking investments, and the British Columbia Securities Commission on restructuring the Canadian stock exchanges. He was a member of the British Columbia Securities Commission’s Securities Law Advisory Committee from 1995 to 2003. Paul also served as member of the Securities Policy Advisory Committee to the B.C. Ministry of Finance and Corporate Relations from 1998 to 2002.

Paul has been named by Canadian Legal Lexpert Directory as a leading practitioner in the areas of corporate finance and securities and mining finance and development, and by the Asia Pacific Legal 500 in the area of capital markets. He is also listed in Euromoney’s Guide to the World’s Leading Capital Markets Lawyers.

Paul is a regular speaker and conference panellist and has written numerous papers on securities law matters, particularly on interjurisdictional and cross-border issues. Paul completed his LL.B. at the University of British Columbia in 1976. He was admitted to the British Columbia bar in 1977 and to the Alberta bar in 1980.

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Bruce M. Wright bwright@goodmans.ca 604.608.4551

Profile

Bruce practices corporate and securities law as a partner in Goodmans’ Vancouver office.

He has regularly advised Canadian and international companies in the natural resource, financial services, manufacturing, high technology, biomedical, telecommunications, entertainment and real estate development sectors. He has significant experience advising Asian companies with their investments in Canada as well as North American public companies with their joint ventures and investments in Asia and Australia.

His practice focuses on corporate commercial transactions, securities regulation, corporate finance, corporate governance, mergers and acquisitions and international business transactions.

Bruce also has extensive experience in joint ventures, acquisitions, venture capital and project financing work, both domestically and internationally, and has represented clients active in the natural resource, manufacturing and technology sectors in North America, Asia and Europe. His Asian practice has included advising on corporate matters and corporate finance transactions in China, Japan, Mongolia, Korea, Australia, Myanmar and Indonesia.

Bruce completed his LL.B. at Osgoode Hall in 1987 and has an MBA from London Business School, England in 1993. He was admitted to the Ontario bar in 1989 and to the British Columbia bar in 1994. Bruce was also admitted as a solicitor in England and Wales in 1992. He serves as a member of the British Securities Commission Securities Law Advisory Committee. He is also a member of the Hong Kong Vancouver Business Association and the Canada, Australia and New Zealand Business Association.

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Asia Practice Group – Hong Kong

Leo Seewald lseewald@goodmans.ca 852.2848.4886

Profile

Leo is a partner in Goodman’s Hong Kong office and is qualified as a solicitor in Hong Kong and as a barrister and solicitor in British Columbia, Canada. His principal area of practice is corporate commercial law with an emphasis on foreign direct investment in the People’s Republic of China.

Leo has worked extensively in Asia, both in the business and legal areas, and has advised both public and private companies in their ongoing business matters. Leo speaks Mandarin and Cantonese as well as English and German.

He has significant experience in advising foreign companies about structuring foreign direct investment into China, including joint ventures and wholly owned foreign entities. He is also the principal lawyer on an International Finance Corporation project in Sichuan Province, China for which Goodmans has been retained to increase the standards of corporate governance among SMEs in Sichuan.

Leo is the editor of two chapters in Legal Studio’s Guide to Doing Business in China: ‘Mergers and Acquisitions’ and ‘Trade and Manufacturing’. He has spoken on several panel on corporate governance related issues, including at the American Bar Association’s Annual meeting in 2004. Leo is also the co-author of ‘Directors’ and Officers’ Liability - Year 2000 Issues’, Continuing Legal Education, June 1999, and of ‘Developing High-Tech Business’, Executive Briefing Guide, Softworld 99, November 1999. He is a director of the Canadian Chamber of Commerce in Hong Kong and the chair of the Chamber’s China Committee.

Leo has taught the legal aspects of information technology law at the British Columbia Institute of Technology in their highly regarded Executive Information Technology Program and has also guest lectured law students at the City University of Hong Kong.

Education

Simon Fraser University, B.B.A. (Hons.), 1993 University of Alberta, LL.B., 1997

Year of Call

1998 British Columbia 2003 Hong Kong

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Felix Fong felix.fong@fongng.com.hk 852.2848.4808

Profile

Felix Fong is a partner of Fong & Ng and Goodmans Hong Kong. Fong & Ng was founded in 1988 with Mr. Fong as a founding partner.

Felix was born in Hong Kong. He received his engineering degree in Canada where he was a first class honour student throughout and was awarded dean’s honour upon graduation. Felix received his law degree from Osgoode Hall Law School in Toronto in 1978. He has practised law for over twenty years, eight of which were in Toronto at leading law firms. In 1992, he was appointed by the PRC government as one of the attesting officers in Hong Kong.

Felix has given seminars and written articles on topics including new financial instruments, international lease financing, commercial papers, syndicated loans, initial public offers, sino-foreign joint venture laws, and China real estate transactions. He is highly respected in the area of foreign investments in China. In recent years, Felix has been involved as legal counsel in China projects including direct investment funds, the pharmaceutical industry, technology transfer, an airport terminal, power stations, textile industry, mining industry, banking licences and intellectual property rights protection.

Felix was the first foreign lawyer to lecture on listing on the Hong Kong Stock Exchange at the securities lawyers training course organized by the Ministry of Justice in China. He was a consultant to the China’s Ministry of Aerospace and Aviation in connection with their participation in the new Hong Kong International Airport project and a consultant to the Ministry of Justice in China on intellectual property rights protection. He is a member of the standing and central committees of the Democratic Alliance for the Betterment of Hong Kong and the chairman of its Industrial and Commercial Committee. He was the past Chairman of the Chinese Canadian Association of Hong Kong and a founding member of the Canadian International School of Hong Kong. He is a member of the editorial board of East Asia Law Journal published by Eramus University of Rotterdam, Netherlands.

Felix is a member of the law societies of Hong Kong, Ontario and England and honourary legal counsel to a number of community services associations and non-profit organizations in Hong Kong.

Felix is a member of the 400-member Selection Committee for the purposes of electing the Chief Executive for Hong Kong Special Administrative Region and electing the Hong Kong members to the People’s Congress of China. He is also a director of China Overseas Friendship Association, a governmental organization of the People’s Republic of China.

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Ching-Wo Ng chingwo.ng@fongng.com.hk 852.2848.4828

Profile

Ching-Wo Ng joined Fong & Ng as a partner in May 1996. He is also a partner of Goodmans Hong Kong. Ching-Wo has also practiced in Alberta, Canada where he received his LL.B. degree in 1980 from the University of Alberta, having already been awarded a Bachelor of Science degree with Honours in 1973 and a Masters degree in 1975. He was admitted to practice as a barrister and solicitor in Alberta in 1981 and has been qualified as a solicitor in both the United Kingdom and Hong Kong since 1986.

Ching-Wo’s practice is focused primarily in the area of cross-border corporate and commercial work. He has considerable experience in such matters as cross-border mergers and acquisitions, take-overs of listed companies, cross-border initial public offerings, international tax planning, large-scale international joint ventures and technology transfers. He is well-known for his work on foreign investment in the PRC having represented a number of multi-national and local firms on projects as diverse as toy manufacturing, chicken farming, retailing, breweries, jet engines, pharmaceuticals, timber, float glass, aluminium, toll-ways and toll-bridges and thermal and nuclear power plants. He has also represented a number of Hong Kong and PRC entities with respect to overseas investment.

Ching-Wo has lectured at a number of seminars in both Hong Kong, the PRC and North America on the subjects of international investment and overseas listings.

He is a member of the Consents Committee of the Law Society and Solicitors’ Disciplinary Tribunal of Hong Kong, as well as a member of the Board of Review of the Inland Revenue Department. He is a Founding Governor and former Chairman at the Canadian International School as well as a founding member and Executive of the Chinese Canadian Association of Hong Kong. He is an executive member of the Canadian Club and a member of the Canadian Chamber of Commerce, the Law Society of Hong Kong, the General Chamber of Commerce, the Hong Kong Taiwan Business Cooperation Committee, the Hong Kong Canada Business Association, the Canada Taiwan Business Association, the Canada Japan Business Association and the Canada and China Business Association.

While in Canada, Ching-Wo served as Executive of the Chinese Canadian National Council (Edmonton Chapter) and was a member of the Race Relation Council of Edmonton, the Legal Resources Centre, Student Legal Services, the Chinese Senior Citizens Association, the Chinese Community Services Centre (Edmonton) and Native Outreach.

Ching-Wo reads and writes Chinese fluently (Mandarin, Cantonese and Fujianese) and drafts legal documents in both English and Chinese.

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How to Reach Us Toronto

250 Yonge Street, Suite 2400, Toronto, Ontario M5B 2M6 Telephone: 416.979.2211 Facsimile: 416.979.1234

Vancouver

355 Burrard Street, Suite 1900, Vancouver, British Columbia V6C 2G8 Telephone: 604.682.7737 Facsimile: 604.682.7131

Hong Kong

11th Floor 9 Queen’s Road Central, Hong Kong Telephone: 852.2522.1061 Facsimile: 852.2845.9089

www.goodmans.ca