Liew Chambers, Advocates & SolicitorsPage 1

LIEW CHAMBERS

Kuala Lumpur

advocates & solicitors

Firm Profile

This document is provided on a strictly private & confidential basis

Suite 1.01, Level 1, Straits Trading Building, No. 2 Lebuh Pasar Besar, 50050 Kuala Lumpur, MALAYSIA.

Tel: 603 2697 1088 | Fax: 603 2697 1099 | Email: | Website:

Liew Chambers, Advocates & SolicitorsPage 1

LIEW CHAMBERS / ADVOCATES & SOLICITORS
PEGUAMBELA & PEGUAMCARA

Confidential Firm Profile

The following is a brief profile of our law firm. The nature and scope of our practice pivots on the following broad areas of law: Property Conveyancing, Corporate Banking and Finance, Corporate, Insurance & ICT (Internet, Communications and Technology) Laws. As a firm, Liew Chambers (LWC) endeavours to work hand in hand with its clients, and to provide proactive legal solutions, with primary objective in meeting client needs and requirements.

NATURE AND SCOPE
COVENYANCING / INSURANCE, VC & ICT
(a)Property Conveyancing
(b)Financial Services
(c)Wills, Probate, Trusts & Estate Administration / (a)Insurance
(b)Information and Communications Technology (ICT)
(c)Venture Capital and Investment Management
CORPORATE & COMMERCIAL
(a)Corporate and Commercial Laws
(b)Corporate Finance
(c)Mergers & Acquisitions
(d)Initial Public Offerings
(e)Rights, Bonus Issues
(f)Share Reduction

OFFICE

Our office is conveniently located at the heart and central business district of the capital city of Kuala Lumpur, and a stone's throw away from many headquarters of businesses and financial institutions in the country. Our office is easily accessible and is a short walk from the Light Rail Transit (LRT) stations, the train station at the Central Bank (Bank Negara), and most bus stops in the city. There is ample parking at the nearby Merdeka Square (Dataran Merdeka) or Dayabumi building.

Our office premises is designed with business practicality in mind, with a conference room allowing privacy of discussion. We would like our clients to think of our office as their business centre and information hub, fully equipped and business-enabled to meet the current demands and to anticipate the needs of the modern business person and professional.

For our technologically savvy clients, we offer a high speed broadband link with the public telecommunications network and internet, with internal high speed wired network points at various terminals in our office premises and wireless (WIFI access) in our entire office. This technology enables our clients who own WI-FI equipped computers to 'breathe in' data from the internet. We also have a computer for loan to our clients whenever they need to research over the internet, or to check important business emails, conduct off-site research or communicate with their offices over internet. For swift attention and response, every partner and lawyer is also contactable by email.

We believe that technology adoption and assimilation enables us to deliver faster results to our clients, and to keep in constant contact with every one of our business partners and clients. Besides hosting online discussion forums, we also disseminate latest legal updates via newsletters delivered through email, facsimile and web postings. Our website at serves you 24 hours a day, and after business hours.

STAFF

We currently have two partners, and a legal secretary. Our plan is to have at least another two legal assistants, take in a pupil in chambers, and increase our secretarial staff strength. Every qualified lawyer and personnel of the firm is experienced and familiar with every aspect of the range of legal services we provide. Our lawyers and staff are given hands-on legal training, computer training, documentation handling, and taught computerised scheduling techniques. We exhaust every effort to optimise and exploit the use technology to reduce turnaround time, increase speed, efficiency & productivity and decrease the margin for human error.

PROFESSIONAL INDEMNITY INSURANCE

Our law firm is currently covered by professional indemnity insurance of RM10,000,000-00 on a net aggregate claim basis, and RM5,000,000-00 on each and every claim, far exceeding the minimum mandatory requirements prescribed in the Legal Profession Act. No claims have been made against our law firm, any of our partners or against our insurance policy. Notwithstanding, we regularly review our practice standards and risk management policies so that we and our clients are adequately covered at all times, and that we never ever have to utilise our coverage. In so doing, we are also able to meet the recommended requirements of our business partners and clients. Due to the nature of and the quantum involved in our work, we see ourselves regularly increasing our professional indemnity.

OUR CLIENTS

Our clients include entrepreneurs, property investors, developers, real estate agents, banking and financial institutions, insurance companies, investment banks, venture capital and private equity funds, seed and early stage investors, companies listed on bourses and stock exchanges in many different countries, interest groups & societies, emerging growth and technology companies, privately held and family-owned companies, and individual business owners.

Our Partners

LIEW LI-HIAN (Mr.) B.Com (Acc), LL.B (Monash)

Liew Li-Hian attained Bachelor of Commerce (majoring in Accounting) from Monash University, Australia, in 1993, and Bachelor of Laws (LL.B) in 1995 from the same university. In Australia, Li-Hian was active in both university curriculum and legal aid centres in Melbourne. He was admitted to the Malaysian Bar as advocate and solicitor in May 1997 and practised in Shearn Delamore & Co. for more than 2 years, having read in chambers in the same law firm.

In July 1999, Li-Hian was appointed as group international corporate counsel of the BizTone.com Group of Companies, heading the legal department internationally as senior management and reporting to the Board of Directors. His experience in BizTone.com has proven invaluable to LWC, having fostered a good working relationship with Prudential-Bache Investments; Nomura-Jafco Investment (Asia) Ltd; First Media LP (Investment Company of the Marriot family); Credit Suisse First Boston (Hong Kong) Limited; Credit Suisse First Boston Corporation (US); Credit Suisse First Boston (Singapore) Limited; Asia Technology Ventures Limited / Asia Technology Investment Group (ATIG); The Asia Java Fund; Baring Private Equity Partners (HK and Singapore); Morgan Stanley Dean Witter; JP Morgan; SoutheastAsia Investment Holding Corp.; and Sandstone Ventures Limited, just to name a few.

Mr Liew and Ms. Liew Li-li, who joined the firm on 1 July 2004, are co-founders of LWC and are both managing the conveyancing, corporate and ICT departments of LWC.

Li-Hian has more than 7 years of experience handling conveyancing, corporate and litigation and related matters.

LIEW LI-LI (Ms.) B.Com (Acc), LL.B (Hons) (Monash)

Liew Li-li also graduated from MonashUniversity with Bachelor of Commerce (majoring in Accounting) in 1994 and with Bachelor of Laws (LL.B) (Honours) in 1996.

She was admitted to the Malaysian Bar as an advocate and solicitor in December 1997 after having read as a pupil in the chambers of Chooi and Company. Thereafter, she commenced legal practice as a fully fledged lawyer with Christina Chia Ng & Partners in the areas of conveyancing, banking and commercial laws.

In 1999, she joined Jeff Leong, Poon & Wong for a tenure of almost 4 years practising largely in the area of corporate finance. During her tenure with that firm, she gained much experience in corporate finance and other exercises involving public listed companies. The spectrum of clients which she advised included the following:- (i) KarenSoft Technology Berhad in its listing on the Mesdaq Market of Bursa Malaysia Securities Berhad (“Bursa Malaysia”); (ii) Megan Media Holdings Berhad in its listing on the Second Board of Bursa Malaysia; (iii) the acquisition by Diperdana Holdings Berhad of a multinational stationery conglomerate, Pelikan Holding AG, and the divestment of Diperdana’s core business to Konsortium Logistik Berhad; (iv) the restructuring of Kelanamas Industries Berhad with MP Technology Resources Berhad; (v) the proposed restructuring of Omega Holdings Berhad with Selayang Budi Sdn. Bhd.; (vi) the rights issues undertaken by Country Heights Holdings Berhad, Mitrajaya Holdings Berhad, Polyglass Fibre (M) Berhad and Woodlandor Holdings Berhad; (vii) the acquisition by Bonia Corporation Berhad of its subsidiary Dominion Directions Sdn. Bhd, and the acquisition by PCCS Group Berhad of its Cambodian subsidiary.In those exercises, Li-li worked closely with the advisers for the exercises such as CIMB Berhad, AmMerchant Bank Berhad, Alliance Merchant Bank Berhad, RHB Sakura Merchant Bank Berhad, Aseambankers Berhad, Utama Merchant Bank Berhad. In addition to the foregoing, Li-li also managed a portfolio of local and foreign corporate as well as individual clients, advising them in various areas of corporate and commercial laws ranging from cross-border and local mergers and acquisitions to advising and drafting of agreements in respect of logging concessions, joint ventures, technology transfer, asset leasing and long term supply of products.

From 2002 to 2003, Li-li practised in the chambers of Adnan Sundra & Low where she was entrusted with attending to Tesco Stores (Malaysia) Sdn. Bhd. in relation to its acquisition of lands throughout Malaysia for its hypermarkets and Sapura Telecommunications Berhad in their acquisition of several subsidiaries. Whist there, she was also involved in an asset-backed securitisation exercise. In addition, she oversaw a portfolio of corporate and individual clients.

In 2003, Li-li left Adnan Sundra & Low to join Shui-Tai, a law firm based in Petaling Jaya, to assist the firm in establishing its corporate finance department. Combining her own clientele with that of the partners of Shui-Tai, the firm undertook a range of corporate finance and other exercises largely under Li-li’s guidance and supervision. These include (i) the listing of three companies in the Second Board of Bursa Malaysia – two in the manufacturing sector and the other in the landscape industry; (ii) the proposed restructuring of Autoways Holdings Berhad with Prompt Capital Sdn. Bhd.; (iii) the rights issue undertaken by Mah Sing Group Berhad and various other acquisitions by the latter company involving issuance of circulars to shareholders as well as the transfer of the company to the Main Board of Bursa Malaysia; (iv) the implementation of the employee share option schemes by Mah Sing Group Berhad and Furniweb Industrial Products Berhad. In those exercises, Li-li worked closely with the advisers for those exercises such as CIMB Berhad, Alliance Merchant Bank Berhad, Affin Merchant Bank Berhad, PM Securities Berhad, OSK Securities Berhad and K&N Kenanga Bhd.

Under Li-li’s supervision, Liew Chambers is presently appointed as due diligence solicitors for the listing of a company in the plastics industry on the Second Board of Bursa Malaysia and further as legal adviser and due diligence solicitors for the restructuring of Dai Hwa Holdings (M) Berhad, a company listed on the Main Board of Bursa Malaysia categorised under Practice Note 10 issued by Bursa Malaysia. Our firm was also appointed as legal adviser and due diligence solicitors jointly with Messrs. Shui-Tai for the restructuring of a delisted Main Board in its bid to transfer its listing status to a group of white knights. The latter matter was, however, aborted recently. In the aforementioned exercises, our firm is or was working closely with K&N Kenanga Berhad and PM Securities Berhad.

Li-li brings to Liew Chambers more than 7 years experience in legal practice, largely in the area of corporate finance. With her expertise combined with that of Li-Hian, it is the vision of the partners of Liew Chambers that the corporate department of the firm will grow in the coming years.

Our Business Partners

Public Bank Berhad; United Overseas Bank (Malaysia) Berhad, Malayan Banking Berhad; EON Bank Berhad; Hong Leong Bank Berhad, American International Assurance Co. Ltd (“AIA”)

K & N Kenanga Berhad; PM Securities Berhad; Baring Private Equity Partners (Singapore & Hong Kong); Asia Technology Ventures Limited (Hong Kong); Credit Suisse First Boston (US & Singapore); PNB Nomura Jafco Management Sdn Bhd; PricewaterhouseCoopers (Singapore); Hals Management (Malaysia); RNC Technologies Sdn Bhd; Malaysian Sheet Glass Berhad; Raine & Horne International Zaki + Partners Sdn Bhd; Hectares & Stratas, Property Agents; Oriental Realty, Property Agents; PPC, Pakatan Property Consultancy Sdn Bhd.

We believe client satisfaction is a reference and testimony of the quality of service we provide. We also believe that working well with our business partners enables our law firm to reach greater heights of success, being able to leverage on the capabilities of our partners, and allowing our business partners to leverage on our strength and resources. We are extensively networked in the banking & finance, insurance, construction, property development, and technology industries, and in the accounting, corporate secretarial and legal professions.Coupled with our drive and dedication towards excellence in client service, our clients and business partners are pampered with proactive, cutting-edge, ‘complete’ and ‘one stop’ solution focused in achieving objectives and goals. We think out-of-the-box and provide legal solutions that we believe are second to no other. We are a truly professional law firm and are relentless in working hard to maintain our client’s trust in and reliance on us.

Requests for further information and appointments may be arranged by contacting any one of our partners.

Liew Chambers

Tel: 603 2697 1088 | Fax: 603 2697 1099 | | Email: | Website: