Paul Hastings Advises J.P. Morgan on China Dayes Very Substantial Acquisition, Reverse Takeover and Deemed New Listing

March 08, 2012

Hong Kong

(March 8, 2012) - Paul Hastings, a leading global law firm, announced today that it advised J.P. Morgan, as the sole sponsor and financial adviser, on China Daye Non-Ferrous Metals Mining Limiteds (China Daye) deemed new listing resulting from the RMB5.8 billion acquisition of Prosper Well Group Limited (Prosper Well). The acquisition was made through the purchase of sale shares by China Daye from Prosper Wells shareholders, China Times Development Limited and China Cinda (HK) Asset Management Co., Limited, in consideration for the issuance of new shares and convertible notes by China Daye.

China Daye is an investment holding company engaged in corporate investment and trading in securities, mineral exploitation and trading in non-ferrous metals. China Daye is listed on the Main Board of the Hong Kong Stock Exchange. Prosper Well is the controlling shareholder of Daye Nonferrous Metals Co., Ltd.

The transaction involved highly complicated legal and regulatory issues, including a reverse takeover involving a new listing application, a very substantial acquisition and connected transaction for China Daye under the Hong Kong Listing Rules, as well as a whitewash waiver application under the Hong Kong Takeovers Code.

This transaction is the latest of a number of public M&A deals that Paul Hastings has advised on. The team previously advised CIMC Enric Holdings Limited on its US$543 million acquisitions in China and Europe, Sino-Ocean Land on its acquisition of shares and its mandatory unconditional general offer to acquire all remaining shares in Kee Shing Holdings Ltd, and China Overseas Land and Investment Limited on its subscription of new shares and voluntary unconditional general offer to acquire shares in Shell Electric Mfg. (Holdings) Company Limited.

The Paul Hastings team was led by partners

and with support from , and .

Paul Hastings is a leading global law firm with offices in Asia, Europe, and the United States. We provide innovative legal solutions to financial institutions and Fortune 500 companies. Please visit www.paulhastings.com for more information.

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