AHNSE LAW OFFICES FIRM RESUME

We provide advice and assistance in all areas of tax law, including the following: Drafting and negotiating about international transactions and agreements Advising on trade related disp

FIRM RESUME

ABOUT AHNSE LAW OFFICES

With the meaning of Peaceful World (Ahn-se), Ahsne Law Offices (“Ahnse”) has been dedicated to providing each of our clients with the kind of personal attention, sensible advice and workable solutions to help them achieve their objectives in the unique and rapidly changing Korean legal and business environment

Ahnse is a full service law firm and committed to providing the most efficient and quality legal advice for our clients Our goal is to establish and maintain long-term, trusting relationships with our clientele by continually reinforcing the quality of our legal counsel and unwavering commitment to serve their best interests

ADDRESS & CONTACT INFORMATION

Address: 10th Floor, Samwhan Building, 98-5 Unni-dong, Jongro-gu, Seoul, Korea

Tel.: 822-743-0400

Fax: 822-762-2900

Email: webmaster@ahnse.com

DESCRIPTION OF SELECTED PRACTICE AREAS

GENERAL CORPORATE

Ahnse provides prompt and trustworthy legal services to both multinational and domestic companies conducting business in Korea and assist our clients with their efficient management of companies for

a wide variety of corporate governance and compliance requirement issues including directors’ fiduciary duties, internal control, and disclosure requirement Our services in the general corporate practice area include:

General corporate law issues including incorporation procedures and corporate governance issues

Incorporation and registration of venture companies and non-profit corporations

Composition and operation of board of directors, issues concerning internal change of control, and minority/non-controlling shareholders’ rights

Advising on additional capitalization and investment

Commercial agreements, licensing arrangements, manufacturing, distribution, and franchising

FOREIGN DIRECT INVESTMENT

Ahnse has deep experience and expertise in any issue or point of concern relating to foreigner’s investment laws of Korea We provide our clients for an entire range of services of selecting a proper form of business entity, such as subsidiary, branch or liaison office, preparing all necessary documentation for any government approvals, and meeting various regulation requirements enabling them to establish and operate business, and represent them before government bodies Our main services in the foreign direct investment area include:

Advising on the Foreign Investment Promotion Act, the Foreign Exchange Transaction Act, the Fair Trade Act, and tax laws

Advising on the corporate law and the special laws relating to a specific business, and the Foreigners’ Acquisition of Land Act

Advising on the legal procedures concerning approval and regulations in connection with the Foreign Exchange Transaction Act

Immigration services for foreigners’ business activities (short term visas, long term visas and family visa), and other related reports

INTERNATIONAL TRADE

Ahnse counsels and assists our clients in many international trade and customs issues that government and private entities face today, such as trade negotiations, export and import transactions, anti-dumping, and importation restrictions We provide advice and assistance in all areas of tax law, including the following:

Drafting and negotiating about international transactions and agreements

Advising on trade related disputes, import/export laws, customs law

Advising on transportation and insurance related regulations

Commercial arbitration and execution of foreign arbitral awards

BANKING & FINANCE

Ahnse provides legal services relating to all aspects of corporate finance transactions, particularly with respect to loan facilities, project finance, trade finance, letters of credit, mortgages, guaranties and asset-backed securitization Our firm’s practice in this field involves providing advice to our clients on corporate finance planning that complies with the various banking and securities laws and regulations Our services include the following:

Document review and preparation for securities and financial instruments and financial instruments

Advice in connection with internal investigations and private transactions

Asset-based securitizations and debt restructuring

Derivative transactions

Private and public offerings

Public disclosures and other regulatory compliance issues

Asset management

ANTI TRUST & FAIR COMPETITION

In respect to anti-trust law issues in Korea, Ahnse provides consultation services to our clients in various areas of issues including business combinations, cartels, market dominance, unfair trade practices, standardized contracts, vertical commercial agreements (subcontracting), and necessary legal litigations resulting from unfair trade practices

Advising on anti-corruption laws and criminal sanctions for non-compliance with such laws Advising on restructurings and reorganization laws

Advising on the Fair Trade Act, the Framework Act on Consumers and the Product Liability Act

Advising on the Act on Fair Indication and Advertisement, the Door-to-Door Sales Act, the Installment Transactions Act, the Regulation of Standardized Contracts Act, the Fair Transactions in Subcontracting Act and the Fair Transactions in Franchise Business Act

LABOR & EMPLOYMENT

Ahnse offers comprehensive legal services regarding individual labor-related problems including compensation, retirement allowances, wrongful termination and employment rules; collective labor-related problems including collective bargaining, and collective agreement and union-labor-related problems; labor-related issues concerning business restructuring, mergers and acquisitions, downsizing, and collective transfer of employees Principal areas of advisory serivces and litigation are:

Matters regarding compensation, retirement allowances, and dismissal

Drafting employment and work rules

Various legal matters with respect to unions including construction of collective bargaining agreements, justifiability of dispute tactics

Non-competition agreements

Layoffs related to plant closing, business restructuring and mergers and acquisitions

Assisting in coping with strikes and/or other labor disputes

Benefits including pensions and employment related insurances

TAX

A

hnse provides a wide spectrum of tax advisory services to clients in the areas of corporate income tax, individual income tax, central and local government tax, and value added tax In addition, we advise our clients on strategic tax planning, tax compliance and representation before tax authorities and courts We provide advice and assistance in all areas of tax law including the following:

Advising on Korean corporate tax, income tax, value added tax and inheritance tax

Tax planning advice for various contemplated transactions and business activities

Tax advice on transfer pricing

Advising on taxation and tariff matters relevant to foreign investment companies

Representation before courts and tax authorities

Customs duties

ADMINISTRATIVE

Administrative litigation is a complex area of litigation dealing with disputes against administrative agencies Ahnse provides legal consultation services on a wide range of issues caused by administrative sanctions, legal dispositions and enforcement issued by administrative authorities We also file applications involving unconstitutional laws and constitutional petitions Major areas of this practice include:

Advising and representing in all tax-related legal issues and administrative dispositions Administrative approvals and permits and related administrative dispositions

Various land appropriation and related administrative dispositions

Environment-related legal issues including litigation against pollution

Application for examination of appropriateness of taxation, objection and application for review or determination

Application for injunction

Action involving unconstitutional laws and constitutional petitions in relation to various administrative laws and regulations

INFORMATION TECHNOLOGY

Ahnse provides consultation services in a wide range of transactions and regulatory matters in respect

to telecommunications, broadcasting and internet-related laws and regulations, e-commerce, licensing and other regulatory requirements, privacy and data protection issues, and disputes resolution and litigation between telecommunications/broadcasting business enterprisers Principal areas of advice and litigation are:

Advising on approval and permit of telecommunications businesses and value-added telecommunications

Advising on approval on M&A between telecommunications enterprisers

Advising on approval and operation of various telecommunications businesses

Advising on relations between internet service providers and their customers

Advising on e-commerce and telecommunications related laws and regulations

REAL PROPERTY, CONSTRUCTION & SOC

Ahnse counsels and assists clients in all aspects of real property, construction, and social overhead capital (SOC) including development, re-development, constructions, real property acquisition and disposition, transfers, leasing, project financing, real estate transactions, SOC, and relevant permits and authorizations required for the foregoing The main services provided by Ahnse in the real property, construction and SOC areas are as follows:

Drafting and reviewing real property and construction related agreement and documents Performing due diligence on the real estate

Mortgage and lease

Advising on real property development/re-development project and financing

Advising on the framework development planning and contracts related to SOC, BTO, and BTL projects

Advising on real property expropriation, development restrictions, and zoning and other public laws relating to real property

Complying with environmental regulations

Advising on transactions involving large scale facilities, and commercial and residential real properties

Real property and construction related litigations

LITIGATION & ARBITRATION

Ahsne provides efficient and effective resolution of all types of disputes, and is committed to providing foreign and domestic clients with skilled trial and appellate representation as well as representation in commercial arbitrations We also provide our clients with sufficient legal consultations on overall litigation process including various preservative measures, such as, provisional attachments and injunctions Assisting clients with representation and advice, our

litigation practice areas include the following:

Business and commercial

Real property and construction

Labor and employment

All insurance related matters

Product liability

Taxation

Intellectual property and trade secret

Civil, family and criminal

Administrative, and anti-trust and fair competition

Commercial arbitration

KOREAN ATTORNEYS

Kang, Guiwon (Of Counsel) admitted to Korean Bar in 1972 Education: Law College,

Seoul National University (LL.B 1964);, Graduate School of Journalism, Seoul National University (M.A 1970); The Judicial Research & Training Institute (1972); Yale University, School of Law (LL.M 1978); Visiting Scholar, Harvard University, School of Law (1979-1981) Author: “The Role

of Mass Communication in Political Development of Emerging Countries Focusing on India Case,”

1975 Professional Experience: Judge, Seoul Civil District Court 1973-1977; Lecturer of Law,

Sookmyung Women's University 1975-1977; Judge, Seoul Criminal District Court 1975-1977; Judge, Seoul Family Court 1977; Practicing Attorney 1980-1989; Chair, Committee on Equal Employment, Seoul Regional Labor Administration 1989-2000; Ministry of Labor; Representative Partner, Cheongjo Law Firm 1989-1999; Member, Gender Equality Policy Council, Prime Minister’s Office 1990-1994; Chair, Korean Women’s Bar Association 1992-1994; Executive Director, Korea Sexual Violence Relief Center 1993-1995; Director, Korean Bar Association 1993-1995; Member, Committee

on Japanese Postwar Responsibility, Korean Bar Association 1993-1995; Member, Copyright Review and Conciliation Committee, Ministry of Culture and Sports 1993-1999; Member, Family Mediation Committee, Seoul Family Court 1994-1996; Member, Seoul City Committee on Women's Affairs 1995-1998; Member, Labor Committee, Seoul Regional Labor Administration 1997; Member, State Reconstruction Organization 1998-; Member, Special Committee on Review & Amendment of the Criminal Act, Ministry of Justice 1998; Member, Seoul City Committee on Women's Development Fund 1998-1999; Chair(Ministerial), Presidential Commission on Gender Equality 1999-2000; Partner Lawyer, Ahnse Law Firm, 2005 Present Vice-chair, Korean Women's Political Caucus 2001- Member, 2002 Steering Committee on Women Politicians, Korea National Council of Women 2001-

Member, Copyright Review and Conciliation Committee, Ministry of Culture and Tourism 2002-; Member, Legal Advisory Committee, Ministry of Justice 2003-2005; Chair, Korean Business Women’s Federation 2003-2006; Member, Advisory Committee, Ministry of Planning and Budget

2003-2005; Member: Korean and Seoul Bar Associations Practice Areas: Civil Commercial Litigation; Intellectual Property; Real Property; Administrative Affairs Language: Korean, English.

Pyo, Sung Soo (Of Counsel) admitted to Korean Bar in 1978 Education: Seoul National University, College of Law (LL.B.; M.A 1978); U.C Berkeley (Visiting Scholar) Professional

Experience: Prosecutor, Incheon Branch of Suwon Prosecutors’ Office (1980); Chief officer of

Wonju Branch of Chuncheon Prosecutors’ Office (1992); Professor, the Judicial Research and Training Institute (1995); Managing Partner, Sangun Law Firm (2004); Professor, Kukmin Law School (2005); Member, Financial Services Committee (2005); Member, Self-evaluation Committee

of the Ministry of Justice (2006 -), President, Kukmin Law School (present) Language: Korean,

English

Lee, Sung Whan (Managing Partner) admitted to Korean Bar in 1986; Korean Patent Bar in

2000 Education: Seoul National University, College of Law (LL.B 1978); Seoul National University, Graduate School of Law (LL.M 1985); Seoul National University, Graduate School of

Law (Ph.D 1994); The Judicial Research & Training Institute (1986); Visiting Fellow, Hawaii State University, School of Law (1988); Visiting Scholar, Harvard University, School of Law (2001-2002)

Professional Experience: Associate and Partner, Kim Shin & You Law Firm (1986-1995); Of

Counsel, Moon O'connor Tam and Yuen Law Offices (1988); Partner, Aram International Law Offices (1996-2002); Lecturer of Law, Seoul National University; Ewha Woman’s University and Konkook University (1997-2000); Professor of Law, Kookmin University, College of Law (2009-2010); Arbitrator, The Korean Commercial Arbitration Board (2003-); Member, Financial Review and Disciplinary Commission, the Financial Supervisory Service (2001-2002); Member, The Working & Evaluation Committee for National Pension Fund Operation (2003-); Member, Committee on Authoritative Interpretation of Laws and Regulations, Ministry of Government Legislation (2005-); Member, the Council for Korea Pact on Anti-Corruption and Transparency (2005-); Member, Fair Indication & Advertisement Committee, Fair Trade Commission (2010-); Member, Foreign Investment Advisory Committee for Geonggi-Do Local Government (2011-); Of Counsel, Land Expropriation Committee, Ministry of Land & Maritime (2011-); Of Counsel, Construction

Association of Korea (2011-) Author of Limitation of Delegated Legislation (1998); Principle of No

Taxation without Statute and Limitation of Delegated Legislation (1998); Legislative Guide for the Entry Regulation to Satellite Broadcast (2000); Open Trial and Protection of Trade Secret (2002);

Co-author of Understanding of Law (1998) Member: Korean and Seoul Bar Associations Practice

Areas: Real Estate & Construction; Administrative; Tax; Labor & Employment; Intellectual Property.

Languages: Korean, English, Japanese

Lee, Myung Woong admitted to Korean Bar in 1992 Education: Yonsei University,

National University, Graduate School of Law (LL.M 1987); Seoul National University, Graduate

School of Law (Ph.D 1996); Stanford University, School of Law, visiting scholar (1996-1997).

Professional Experience: Assistant Researcher, Constitutional Court (1992-1996); Researcher,

Constitutional Court, (1996-2000); Senior Researcher, Constitutional Court (2000-2010); Solo

Practitioner (2010-2011) Author of Principle of Check and Balance; Understanding of the Judiciary

System; Freedom of Press and Its Reality in the Skokie Case; Factual Issues in Constitutional Cases.

Member: Korean and Seoul Bar Associations Practice Areas: Administrative & Constitutional; Labor & Employment Languages: Korean, English

Kim, Byeong Gon admitted to Korean Bar in 2003 Education: Yonsei University,

Experience: Of Counsel, Seoul Seongbuk-gu Governmental District Office (2009-); Member, Seoul

Jongro-gu Governmental District Office, Customer Service & Coordinating Committee (2009-);

Member: Korean and Seoul Bar Associations Practice Areas: Litigation; Corporate; Labor & Employment; International Trade Languages: Korean, English.

Kim, Sang Soo admitted to Korean Bar Education: Seoul National University (B.A in

Business Administration 1997); The Judicial Research & Training Institute. Professional

Experience: Korea Exchange, Stock-market Department, Bond-market Department, Listing &

Disclosure Department (1997 – 2005) Practice Area: Corporate Finance; Securities Listing & Disclosure Languages: Korean, English.

Ahn, Jae Beom admitted to Korean Bar in 2012 Education: Seoul National University,

College of Law (LL.B 2002); Seoul National University (M.A 2006); Seoul National University (Ph.D 2010); Inha Law School (LL.M 2012). Professional Experience: Author of A Study on the

Water Quality Improvement Chargers of the Management of Drinking Water Act; Environmental

Investment as a Social Responsibility Investment Practice Area: Construction/Real Estate;

Environment & Energy; Finance Languages: Korean, English.

Park Sung Chul certified labor attorney; expected to admitted to Korea Bar in 2013

Education: Seoul National University, College of Law (LL.B 2001); Jeon Buk Law School (LL.M.

2013) Practice Area: Labor and Employment; Corporate Governance; Construction Languages:

Korean