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Freshfields Bruckhaus Deringer llp

Our practice in Asia

Telecommunications,

media and technology

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Virtually all aspects of how we

live and work are touched by

the telecommunications, media

and technology (TMT) industries.

TMT companies don’t just react to

change, they create change.

We work closely with businesses in

the sector: we guide them through

groundbreaking joint ventures,

IPOs and M&A, and provide

business‑focused, strategic advice

on their day‑to‑day commercial and

regulatory affairs.

We keep our eyes on the big picture,

but we know that often it’s the details

that matter most. Our team has

gained a wealth of experience advising

on some of the most challenging

transactions in the region, bringing a

creative, forward‑thinking approach to

help clients achieve their objectives.

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Telecommunications, media and technology

1

Freshfields Bruckhaus Deringer llp

If you are embarking on an M&A, our international experience pays dividends. If you need specialised commercial and regulatory advice, our TMT experts can help you out. If you get caught up in an unforeseen contentious matter, we are there to support you on the ground right across Asia. Our TMT practice provides industry‑leading advice on technically complex matters, across multiple jurisdictions.

With offices in China, Hong Kong, Japan and Vietnam, we have one of the best established practices across Asia, and we are recognised as one of the top‑ranking firms for our work in the TMT sector.

We have advised on many of the leading TMT deals in Asia, including significant M&A, joint ventures, demergers, IPOs and restructurings. We also advise on the commercial, antitrust, regulatory, finance, and intellectual property/information technology aspects of TMT matters.

Our TMT practice in Asia

In our work, we combine international best practice with local knowledge and insight to develop practical, creative and commercial solutions that will enable you to achieve your business objectives. You will find our TMT lawyers hands‑on, pragmatic and passionate about the sector. Many hold degrees and qualifications in scientific and other technical disciplines, so we are quick to understand the complex technological and commercial issues you may face.

Our outsourcing practice is one of the most experienced in the legal sector, and we advise clients on the full range of outsourcings, including build‑operate‑transfer outsourcings, IT outsourcings and business process outsourcings. We also provide

the required regulatory analysis with these transactions.

Finalist TMT International Law

Firm of the Year

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Telecommunications, media and technology

2 Freshfields Bruckhaus Deringer llp

The examples below show our experience in Asia. They give a feel for the types of problems we have advised on and how we handled them.

Telecommunications

VimpelCom on its US$66m

acquisition of a 78 per cent stake in Millicom Lao Co. Ltd, the Lao mobile telecommunications company.

HKT Trust’s underwriters on the US$1.2bn

global offering of the share‑stapled units jointly issued by HKT Trust and HKT Limited and their listing on the Hong Kong Stock Exchange. HKT Trust is a leading integrated provider of fixed‑line, mobile and broadband telecommunications services in Hong Kong and is a spin‑off of PCCW Limited. With the listing, HKT Trust became the first fixed, single investment trust to list in Hong Kong and the first share‑stapled units to be listed on the Hong Kong Stock Exchange. In addition, this deal was a spin‑off of pure telecommunications assets with a projected higher dividend yield.

Hutchison Telecom on its US$2bn

3G network expansion and upgrade project in Indonesia.

Our TMT sector experience in Asia is vast

We act in private and public M&A, often across multiple jurisdictions, with detailed knowledge of the foreign direct investment restrictions and the corporate structures typically adopted in this sector.

We prepare and negotiate commercial agreements, including joint venture agreements, research and development collaborations, IT and business process outsourcing, data hosting/co‑location facilities, network procurement and roll‑out, roaming and network sharing and interconnection agreements. We also advise on contentious and non‑contentious regulatory issues

concerning licences, frequency and number allocations, access and tariff regulation, interconnection, voice over internet protocol (VOIP), bitstream access and data privacy. And we provide internet‑related advice on e‑commerce and m‑commerce platforms, VOIP, internet protocol television (IPTV), e‑banking, cyber‑privacy, content licensing and website development and hosting. We have dedicated media experts who offer business‑focused advice on content dissemination and broadcasting over subscriptions and free‑to‑air TV, internet and other new media devices.

IT/Telecoms Law Firm of the Year

Asian Legal Business Hong Kong Law Awards 2011

We blend the wisdom of experience

with an appetite for innovation

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Freshfields Bruckhaus Deringer llp

Media

Global Flex Holdings on its global

licensing and distribution arrangements for the PRC‑developed CMMB multi‑media broadcast standard.

Imagi, an animated motion picture

producer and distributor, on its acquisition of Toon Express Group, the manager and owner of the hugely popular, indigenous Chinese animation characters Pleasant Goat and Big Big Wolf (often cited as China’s ‘Mickey Mouse’).

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Telecommunications, media and technology

4 Freshfields Bruckhaus Deringer llp

Technology

Internet

Alibaba.com on its US$1.7bn IPO in

Hong Kong and on its subsequent joint venture with Softbank to extend its world‑leading business‑to‑business e‑commerce platform into the Japanese market through Alibaba.com Japan.

TOM Online on its joint venture with eBay

EachNet, eBay’s China‑based subsidiary for the operation of the eBay platform in China.

China Telecom on various internet‑related

deals including its collaboration with Google, to enable Google to deliver its internet search feature to China Telecom’s mobile portals; its collaboration with Microsoft, to enable Microsoft to deliver its internet search, instant messaging, email and blogging services, and various online information, communication and utility software applications to China Telecom’s internet portals; its collaboration with Research In Motion, to introduce CDMA BlackBerry services into China.

Morgan Stanley on the IP and IT aspects

of its Japanese securities joint venture with Mitsubishi UFJ. IP and IT were key to the transaction in two respects: first, the complexities around combining the

two banks’ branding; and second, the arrangements needed to integrate the banks’ technology and shared services functions. Our expertise in complex commercial IP/IT was crucial to concluding the joint venture arrangements.

China Unicom on its acquisition of

BlackBerry network services from Research In Motion through a complex supply arrangement with China Unicom (Hong Kong) Limited.

Cloud computing

Macquarie Telecom on a white paper

providing a multi‑jurisdictional comparative overview of the issues involved in cloud computing in various jurisdictions.

Outsourcing

AIA on outsourcing its IT network

infrastructure in China and 14 countries across Asia.

This is just a sample of the many matters we have worked on. Each one is in some way different, each one is a challenge. In common they all demand the utmost intellectual rigour.

If you would like to know more about how we have tackled problems similar to those you face, please contact us.

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Contacts

Hong Kong

11th floor

Two Exchange Square Hong Kong Connie Carnabuci Head of TMT Asia T +852 2846 3300 E [email protected] Teresa Ko T +852 2846 3425 E [email protected] Robert Ashworth T +852 2846 3460 E [email protected] Mark Parsons T +852 2846 3341 E [email protected] Beijing

3705 China World Tower Two 1 Jianguomenwai Avenue Beijing 100004 Shanghai 34th floor Jinmao Tower 88 Century Boulevard Shanghai 200121 Jenny Connolly T +8621 6105 4180 E [email protected] Jack Wang T +8621 6105 4103 E [email protected] Hanoi Hanoi #05‑01 International Centre 17 Ngo Quyen Street Hanoi

Ho Chi Minh City

#1108 Saigon Tower 29 Le Duan Boulevard District 1

Ho Chi Minh City

Tony Foster

T +84 4 3824 7422

E [email protected]

Tokyo

Akasaka Biz Tower 36F 5‑3‑1 Akasaka Minato‑ku Tokyo 107‑6336 Ed Cole T +81 3 3584 8533 E [email protected]

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www.freshfields.com

Freshfields Bruckhaus Deringer llp is a limited liability partnership registered in England and Wales with registered number OC334789. It is authorised and regulated by the Solicitors Regulation Authority. For regulatory information please refer to www.freshfields.com/support/legalnotice. Any reference to a partner means a member, or a consultant or employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer llp or any of its affiliated firms or entities. This material is for general information only and is not intended to provide legal advice.

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