Seoul Office Tel : Beijing Office Tel : Shanghai Office Tel :

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1 Seoul Office Tel : Beijing Office Tel : Shanghai Office Tel : FINANCE

2 INTRODUCTION A very strong practice- I doubt there s a team out there that can match them in experience and presence. Capital Markets_Chambers Global 2011 GLOBAL RECOGNITION The awards and recognitions we have received over the years from respected global legal media publications further confirms Shin & Kim s unparalleled competence in the finance sector: Best Korean Law Firm _ International Finance Law Review, 2001 First in Securitization / Structured Finance _ Asiamoney, 2003 Asian Deal of the Year Award _ IFLR, 2001~2004 Asian Securities Issuance of the Year Award _ IFLR, 2005~2008 Structured Finance Transaction of the Year Award _ IFLR, 2010 Deal of the Year Award _ Asian-Counsel, 2011 S H I N & K I M F I N A N C E Introduction Since Shin & Kim s establishment in 1981, our Finance practice has been at the forefront of the development of Korean financial markets. We advise a broad range of Korean and foreign clients on all aspects of their domestic and cross-border financing and investment transactions. LANDMARK TRANSACTIONS Highly regarded for our creativity and innovation, we have advised on many landmark securities issuances by Korean issuers. These include: Korea s first offshore convertible bonds (CB) issuance (Samsung Electronics, 1985); Korea s first offshore depositary receipts (DR) issuance (Samsung C&T, 1987); Korea s first offshore bonds with warrants (BW) issuance (Sammi Special Steel Co., 1989); Korea s first American DR (ADR) issuance (POSCO, 1994); and Korea s first exchangeable bonds (EB) issuance (LG Semicon, 1997). We have also pioneered many innovative structured finance and securitization transaction structures, including: Korea s first non-performing loan (NPL) securitization (KAMCO, 1999); Korea s first real estate securitization (Korea Land & Housing Corporation, 1999); Korea s first collateralized debt securitization (CDO) (Korea Technology Finance Corporation, 2001); Korea s first cross-border residential mortgage receivables securitization (Samsung Life Insurance, 2002); and Asia s first structured covered bonds issuance (Kookmin Bank, 2009).

3 Shin & Kim is our preferred choice for the really tricky finance issues. Banking and Finance_Chambers Global 2009 Financial Legal Services Regulatory Asset Management / Indirect Investment PRACTICE GROUPS Our Finance practice is comprised of the following practice groups, teamed with professionals possessing 10 or more years of collective knowledge and experience in their relevant practice areas and specializations: Regulatory Asset Management / Indirect Investment Financial Institutions M&A / Acquisition Financing Capital Markets Derivatives Securitization / Structured Finance Project Finance Real Estate Acquisition / Development Financing Aircraft & Ship Financing Loans, Foreign Exchange, Trade Financing Securities & Financial Transaction Disputes Financial Market Regulatory Enforcement Insurance The accumulated expertise and skills of the professionals within our practice groups, their familiarity with the relevant laws and issues and their close attention to detail enable Shin & Kim to provide consistently high-caliber, responsive and attentive service. We provide precisely tailored and in-depth advice that not only meets but surpasses clients demands and expectations. Shin & Kim provides comprehensive legal advice and services with respect to the licenses and approvals required for the conduct of business in Korea s finance sector and compliance with the laws and regulations governing financial transactions in Korea. These laws and regulations include the Financial Investment Services and Capital Markets Act, the Banking Act, the Insurance Business Act, the Financial Holding Companies Act and the Foreign Exchange Transactions Act. We advise on all aspects of the laws and regulations applicable to the financial businesses in which our clients engage, including with respect to the establishment, licensing and registration of foreign and domestic financial institutions and financial holding companies and the setting-up and implementation of their management structures and internal controls. Since 1981, Shin & Kim has been contributing to the globalization of Korean investment trusts, through its advice and work on foreign investment trusts investment businesses in the Korean securities market, the setting up of trusts (or other vehicles) for issuance and sale of beneficiary certificates to foreign investors, and the establishment of foreign funds, joint venture investment trust companies and domestic sales operations for distribution within Korea of beneficiary certificates issued by funds established in jurisdictions other than Korea. Drawing on the extensive experience and knowledge we have accumulated over the years spanning the era of the Indirect Asset Management Business Act to the amendments made under the Financial Investment Services and Capital Markets Act, Shin & Kim has provided legal advice to the majority of Korea s asset management companies and upwards of 30 foreign asset management companies with respect to the establishment of collective investment vehicles and sales of collective investment securities. In addition, in accordance with the market dominance of Private Equity Funds (PEF) in the domestic and foreign M&A markets, Shin & Kim provides a broad range of legal advice on the establishment of PEFs in connection with capital markets and financial investment businesses, their registration and investment implementation and their management, operation and disposal. Further, we advise on fund establishment and transaction structuring for Korean companies offshore investments, prepare relevant investors agreements and provide a full range of legal services relating to offshore investments of Korean companies through offshore funds

4 Top Tier in Capital Markets. IFLR , Chambers Global Financial Institutions M&A / Acquisition Financing Capital Markets Derivatives Since the Asian Financial Crisis of the late 1990s, Shin & Kim has actively advised on the M&As and restructurings of Korea s top financial institutions. We have also advised on a myriad of M&A transactions involving mergers of financial institutions, share acquisitions, spin-offs, stock swaps and stock transfers. Shin & Kim advised on Korea s first M&A involving major national banking institutions, Kookmin Bank and Korea Housing Bank. We also advised on the merger between Woori Bank and Peace Bank, as well as various other M&As involving major Korean banks such as Seoul Bank, Chohung Bank and KorAm Bank. We also advised on the acquisition of Korea Life Insurance by the Hanwha-ORIX consortium, the acquisitions of LG Card and LG Investment & Securities, GE Capital s acquisitions of Hyundai Capital and Hyundai Card, the sale of CJ Investment & Securities, the sale of BC Card and the sale of Kumho Life Insurance, as well as the majority of M&As involving non-banking financial institutions. With our financial institutions M&A experience and knowledge as a base, we have also been advising on the establishment and operation of financial holding companies and holding companies, and the rules and regulations by which they are established and regulated. We also advise on all aspects of the varied types and structures of acquisition financings, including LBOs, utilized by our clients in financial institutions M&As. Shin & Kim strives at all times to devise optimal transaction structures and strategies that are tailored to the client s needs and objectives. We conduct due diligence investigations, draft and review relevant legal agreements and documents and represent clients throughout the negotiation process. We also assist with the obtaining of required governmental authorizations and approvals and the effecting of necessary registrations through close coordination with government authorities and supervisory bodies, to ensure our clients transactions are successfully concluded. Shin & Kim s IPO professionals have extensive experience with, and have advised on, a broad range of domestic and offshore securities issuances and listings. With the growing emphasis in the Korean IPO market on legal review and due diligence, Shin & Kim has advised on over 200 IPOs since 1999, and over such time has consistently maintained its position as the leading legal adviser in the Korean IPO market. In recent years, Shin & Kim has been the only Korean law firm consistently ranked among the top IPO legal advisers in Bloomberg s Asia Pacific Legal Adviser League Tables. In the first quarter of 2010, we ranked No.1 in Bloomberg s League Table of Global Equity IPO Manager Advisers by deal count (6th by volume), and in the first quarter of 2011, we ranked No.1 among Equity IPO Manager Advisers in Asia by deal count and volume. Shin & Kim also played a pivotal role in opening a new IPO market through its advice on the first concurrent dual listing (in Korea and New York) by a Korean issuer (LG Philips LCD (2004)) and the first dual-tranche offering and listing on the Korea Exchange (Samsung Card (2007)); both deals were recognized by the International Financial Law Review (IFLR) in each of 2005 and 2008 as the Asian Equity Deal of the Year. In 2009, we advised the first Japanese company (Nepro IT) to list its shares on the Korea Exchange, and have also advised Chinese, Japanese, American, Singaporean and other foreign companies with their entry into the Korean IPO market. Shin & Kim advises on an extensive range of foreign currency transactions and varied derivative products, including swaps, options, futures and forwards. Shin & Kim advises on all legal aspects of derivatives transactions, including transaction structuring, drafting and reviewing relevant documentation, negotiating relevant terms and conditions, issuances of legal opinions and reviewing related regulatory and legal issues. We also advise on disputes that may arise in relation to clients derivatives transactions or sanctions that may arise in relation to the conduct of our clients derivatives businesses, working closely in all cases with the clients to find prompt, practical and flexible strategies for action

5 Its outstanding structured finance and capital markets practice has enabled the firm to develop excellent banking relationships. Banking and Finance_Chambers Global 2011 Securitization / Structured Finance Project Finance Shin & Kim is the leading Korean law firm in the field of asset-backed securitization. We have been at the forefront of the securitization market s growth since the introduction of asset-backed securitization transactions in Korea in 1999, advising domestic and foreign arrangers, issuers, agents, credit enhancement providers, domestic and foreign rating agencies and other market participants on countless numbers of domestic and cross-border securitizations. The following is a list of the landmark transactions in which Shin & Kim played a pivotal role in structuring, blazing the way for the expansion of the asset securitization market in Korea and beyond: Korea s first securitization trust (Kookmin Card, 2000); Korea s first non-performing loan (NPL) securitization (KAMCO, 1999); Korea s first real estate securitization (Korea Land & Housing Corporation, 1999); Korea s first lease receivables securitization (KDB Capital, 2000); Korea s first cross-border collateralized debt securitization (CDO) (Korea Technology Finance Cooperation, 2001); Korea s first cross-border residential mortgage receivables securitization (Samsung Life Insurance, 2002); and Shin & Kim s reputation for creativity and innovation in its work on these transactions was recognized by the global finance publication, International Financial Law Review (IFLR), in 2002 ( Asian Deal of the Year Award for the Samsung Life Insurance MBS) and in 2010 ( Structured Finance Deal of the Year Award for the Kookmin Bank Covered Bond issuance), further solidifying Shin & Kim s reputation and acclaim in the securitization field in Korea and abroad. In addition to its extensive securitization practice, Shin & Kim advises on real estate and other assetbacked financings, the sales and management of non-performing loans (NPLs) and a broad spectrum of structured finance transactions utilizing Korean and offshore special purpose vehicles (SPVs). There has been a steady increase in investments by Korean companies in off-shore resource, energy and infrastructure projects. To ensure that Shin & Kim is able to provide the specialized and technical advice required by clients making these types of investments, our Project Finance practice group is made up of professionals possessing a wealth of experience in providing project financing and foreign investment advice, and with access to a broad network of contacts in foreign law firms, enabling us to provide our clients with comprehensive, one-stop legal advisory services. We actively provide a full range of legal advice and services in the project finance area, including advice on relevant laws and regulations, preparation of agreements and documentation and negotiation of terms and conditions for (i) raising financing required by project sponsors for their projects such as the development, construction and operation of plants, roads, railways and ports, (ii) raising financing required by high-tech companies for exports and (iii) the establishment of funds or other investment vehicles for investment in overseas projects. With Shin & Kim s accumulated experience and knowledge in project finance, Shin & Kim has also taken the lead in participating in the enactment of private investment laws regarding social infrastructure. After advising on the establishment of Korea s first infrastructure facilities fund in early 2000, Shin & Kim has continued to advise on the establishment of numerous other infrastructure facilities funds. We have also been advising the Korean government in its collaboration with private corporations to establish global project finance investment funds. We regularly advise National Pension Service of Korea and other existing public and non-public investment funds in their investments in domestic and overseas energy, resource, infrastructure and other projects. Asia s first structured covered bonds issuance (Kookmin Bank, 2009)

6 This team has an especially strong foothold in project and real estate finance. Banking and Finance_Chambers Global 2011 Real Estate Acquisition / Development Financing Air Craft & Ship Financing Loans, Foreign Exchange, Trade Financing Shin & Kim provides a full range of legal services with respect to acquisitions, leases, disposals and development of real estate and related financings in all real estate related sectors, and has represented global real estate investors such as AIG, Ascendas, ING Real Estate, BIC, Lehman Brothers and LaSalle, and actively advises prominent Korean financial institutions providing financings for these real estate related transactions. Shin & Kim s real estate related legal services include (i) advice on licensing and approvals of real estate transactions or real estate development projects, (ii) advice on relevant laws and regulations, (iii) legal due diligence investigations required for proper and effective risk analysis, (iv) tax advice and (v) transaction structuring advice. Moreover, through collaboration with our structured finance or asset management practice groups, we are able to provide comprehensive and effective legal advice in relation to all types of real estate related transactions, incorporating the use of innovative structures involving real estate investment trusts (REITs), corporate restructuring REITS (CR-REITs), real estate investment funds (REFs) and project finance vehicles (PFVs) or other special-purpose vehicles (SPVs). Shin & Kim provides comprehensive legal advisory services in relation to financings for aircraft and ship construction and acquisition, tax advantaged lease financings and financings for sales of used aircraft or ships. These services include (i) advice on establishing optimal financing structures appropriate to our clients needs, (ii) drafting and review of the various contracts and other documentation, (iii) negotiation of relevant terms and conditions, and (iv) the handling of all necessary licensing, approval and reporting procedures with appropriate government authorities and supervisory bodies in relation to relevant transactions, so as to enable successful completion of our clients transactions. We also advise on disputes relating to advance payments and refund guarantees under shipbuilding contracts, as well as other aircraft or maritime related legal issues or disputes. We regularly advise on loans, guarantees and general financial transactions, letters of credit, BA, DA, DP, trade financing, foreign exchange transaction related regulations and various other types of financing transactions on behalf of lending institutions and corporate clients. Our close relationships with leading financial institutions in Korea have allowed us to provide seamless and effective services in facilitating such transactions for our clients. Our services include drafting and review of agreements and documentation, review of legal regulations and issues, perfection of security interests, obtaining regulatory approvals and confirmations required for a proposed transaction and provision of other comprehensive legal advisory services related to general financial transactions

7 Shin & Kim s banking team is praised for its extensive network at Korean regulatory bodies, as well as international firms. Banking and Finance_Legal Securities & Financial Transaction Disputes Financial Market Regulatory Enforcement Shin & Kim is recognized for its exceptional litigation and dispute resolution capabilities, and in particular, for its expertise in securities and financial transaction disputes. In what has been named by far Korea s largest litigation claim, involving a debt claim filed by debt financing institution creditors of Samsung Automobile against Samsung Electronics and other Samsung Group affiliates for the payment of agreed interest of about 5 trillion won, Shin & Kim successfully defended Samsung Electronics and the other Samsung Group affiliates, once again adding to Shin & Kim s strong track record and expertise in securities and financial transaction disputes. We have also been retained to represent Korean banks and securities companies in the majority of the many continuing disputes in recent years relating to derivatives products and transactions, including knock-in-knock out (KIKO) transactions. We believe this can be attributed to Shin & Kim having firmly positioned itself over the years as the leading law firm for securities and financial transaction disputes. Shin & Kim is actively involved not only in securities and financial transaction disputes between domestic parties, but also such disputes that arise among multi-jurisdictional parties. Through our extensive database and global network of foreign law firms, we are able to assist our clients in devising and implementing effective strategies for managing and resolving such disputes. The Financial Market Regulatory Enforcement practice group consists of experts in financial market regulation and enforcement and was established by Shin & Kim in anticipation of the growing demand for legal services relating to the regulation of the financial market and regulatory audits of financial institutions. We provide advice relating to (i) investigations of capital markets transactions which are deemed unfair under applicable laws, such as market price manipulation, use of insider information and fraudulent transactions, (ii) regulatory disclosures such as securities reports and merger reports, (iii) account inspection procedures for the inspection target and the accounting firm, (iv) listed companies and delisting review procedures and (v) investigations of financial institutions by supervisory bodies and their supervisory duties. Staffed with experts consisting of both lawyers and professionals with years of experience, many of whom served for years at the Financial Supervisory Service before joining Shin & Kim, we are ready and able to provide to clients in need of effective legal advice relating to financial market regulations and their enforcement, the top-quality legal services that have become associated with Shin & Kim

8 Shin & Kim s banking team is very responsive and easy to work with. Banking and Finance_Legal Insurance Shin & Kim s lawyers are very accurate, hard-working and very client-oriented. Capital Markets_Legal Shin & Kim provides specialized and technical legal advice on all types of business conducted by Korean and foreign insurance companies, including with respect to new insurance products and the obtaining of related approvals, and the contractual relationships among insurance agencies, insurance brokers and other distribution channels. We also provide a wide variety of legal advice relating to reinsurance contracts for foreign reinsurance companies who have entered into reinsurance contracts with Korean insurance companies. Currently, we are advising the majority of Korean insurance companies on disputes with foreign reinsurance companies and ship-owners with respect to payment refund guarantees arising as a result of the recent recession undergone by the Korean shipbuilding industry. Recent topics of interest that have surfaced in the Korean insurance market are the diversification of distribution channels, the prevention of breach of disclosure obligations, as well as the liberalization of management of insurance companies assets. Keeping in step with these new issues that have emerged within the insurance market, Shin & Kim is ready to provide a wide range of in-depth legal advice to the insurance industry in Korea. I was very impressed by their deep knowledge because they had been involved in IPOs with foreign tranches before... They were very good at coordinating the whole process. Capital Markets_IFLR