Example of work completed:

Client description:

Lao Kaiyuan Mining Co., Ltd. is a 100% Chinese owned enterprise with mining operations located in Khammouane Province, Lao PDR. The company is currently developing Asia’s largest potash mine in terms of proved and probable potash reserves. The company is a subsidiary of Kaiyuan Potash Group Limited, a Hong Kong registered entity.

Challenge:

The company sought legal consulting services with respect to the proposed initial public offering of shares of its parent company, Kaiyuan Potash Group Limited, on the Main Board of the Hong Kong Stock Exchange. The company required advice on legal requirements in order to proceed from the exploration and prospecting phase of mining activities towards mine construction and the exploitation of potash reserves. The company also sought legal advice on amending its shareholding structure in compliance with laws and regulations Lao PDR.

Solution:

LLC revised all corporate documents, licences, approvals and certificates to ensure their compliance with laws and regulations of Lao PDR. LLC drafted legal documents including:

• Due Diligence report, covering items required by the Hong Kong Stock Exchange and Hong Kong Securities and Futures Commission, such as the due establishment and good standing of the company focusing on the company’s corporate structure, documentation related to the registration, ownership and management of business operations and the licenses, approvals and certificates that give rise to the company’s right to engage in their respective business activities.

• Short Form Due Diligence report;

• Lao Laws and Regulations section for the company’s Prospectus;

• Risk Factors section for the company’s Prospectus;

• All new government licenses, certificates and approvals to undertake mining activities and amend shareholding structure, including, but not limited to, Enterprise Registration Certificate from the Ministry of Industry and Commerce, Tax Registration Certificate from the Ministry of Finance, Share Transfer Certificate from the Prime Minister’s Office, Approval of the Articles of Association from the Investment Promotion Department and Mining Exploitation Licence from the Ministry of Energy and Mines.

Results:

Lao Kaiyuan Mining Co., Ltd. has received all licenses, certificates and approvals to allow it to undertake mining exploitation and processing activities for potash in compliance with the laws and regulations of Lao PDR. The change in shareholding of the company has been approved by all necessary government authorities in preparation for the listing of shares of the parent company on the Main Board of the Hong Kong Stock Exchange. The parent company aims to be listed by the beginning of 2012.