Llinks advised Shanghai Electric, an H-share listed company on its initial public offering in the A-share market through merger by absorption with Shanghai Power, an A-share listed company

Shanghai Electric Group Co., Ltd. ("Shanghai Electric"), an H-share listed company, is an electric equipment producer with the largest production capacity in the PRC and holds 83.75% of the shares of Shanghai Power Transmission & Distribution Co., Ltd. ("Shanghai Power") that are listed in the A-share market. In this deal, Shanghai Electric issued 616,000,000 A shares to other shareholders of Shanghai Power and merged with Shanghai Power by means of "shares for shares" exchange at a ratio of 1:7.32. Upon the completion of "shares for shares" exchange, Shanghai Power shall be de-registered and de-listed from the A-share market and Shanghai Electric, as a surviving company, shall officially return to the A-share market from the H-share market.

In July 2008, the Listed Company Merger and Reorganization Review Committee of China Securities Regulatory Commission ("CSRC") approved the proposal in respect of the merger between Shanghai Power and Shanghai Electric through "shares for shares" exchange, and CSRC's Stock Issuance Review Committee approved Shanghai Electric's application for its initial public offering of A shares. Prior to CSRC's approval, the proposal above had obtained the approval from the State-owned Asset Supervision and Administration Commission and official reply from the Ministry of Commerce. The formalities in respect of issuance of A shares and merger by absorption are still pending.

As PRC legal counsel to Shanghai Electric, Llinks rendered whole legal services, including advising the deal structure, conducting legal due diligence, drafting agreements and issuing legal opinions.

July 2008