Provide legal services to the principal on matters such as corporate acquisitions and mergers, including providing legal services to acquirers, sellers and the target business community in the entire process of corporate mergers and acquisitions.

For the above-mentioned legal affairs, lawyers act as special legal counsel to the client, conduct legal consulting on entrusted matters, plan acquisition and counter-acquisition plans, issue legal opinions, draft relevant legal documents in the review of mergers and acquisitions, and issue lawyers' work memorandums.

(1) The legal affairs of the merger and acquisition project include but are not limited to the following matters:

1. 1. Plan the business strategy and development plan for the acquirer, help the acquirer to clarify the purpose of the acquisition and formulate the acquisition criteria;
2. 2. Preempt legal obstacles that may arise during the merger and acquisition process;
3. 3. Search, investigate and review the target enterprises, and analyze the feasibility (necessity and possibility) of acquiring the target enterprises;
4. 4. Design merger and acquisition methods and transaction structures;
5. 5. Evaluate the impact of the merger on the buyer - based on the impact of the prediction and approval on the company after the merger, evaluate the financial and operational synergies, analyze the impact of possible dilution, and clarify the financial needs of the entity after the merger;
6. 6. Organize and arrange negotiations - develop strategic negotiation skills and formulate clear acquisition proposals;
7. 7. Help determine the fair price or reasonable price, formulate an acceptable maximum bid, and provide a fair opinion on the price to the buyer's board of directors;
8. 8. Provide legal advice for the owner of the target enterprise and the management and employees of the target enterprise to accept the buyer's acquisition;
9. 9. Investigate and prevent anti-M&A measures and actions of target enterprises;
10. 10. Draft contract terms, assist buyers and sellers in signing merger and acquisition contracts, and assist in property transfer procedures;
11. 11. In the case of acquiring a listed company on the public stock market, help the buyer to analyze the market situation, formulate a market operation plan, communicate and coordinate with the exchange, management and all relevant parties, issue an acquisition offer, and complete the bid;
12. 12. Reorganize the board and management of the target enterprise to achieve effective control and management of the target enterprise by the buyer;
13. 13. Provide advice on issues such as enterprise grouping, integration and business development after the takeover to help the buyer finally achieve the purpose of merger and acquisition.

The above services are designed to help customers (buyer's enterprises) achieve the following results: make the entire merger and acquisition behavior in line with existing laws and regulations and acquire the most suitable target enterprises at the lowest cost with the optimal transaction structure and merger and acquisition method to achieve the maximum business development.

(2) The legal affairs of the merged project include but are not limited to the following matters:

1. 1. Analyze the scope of potential buyers and find the most suitable buyer's business;
2. 2. Help the seller clarify the purpose of the sale;
3. 3. Planning sales plans and sales strategies;
4. 4. Evaluate the target enterprise, formulate a reasonable selling price, draw up a sales floor price, and submit a fair opinion on the selling price to the board of directors of the seller's enterprise;
5. 5. Formulate bidding documents, organize bidding or negotiations, and strive for the highest selling price;
6. 6. Actively promote the target enterprise, and provide legal advice for potential buyers to accept the selling conditions of the seller's enterprise;
7. 7. Help prepare appropriate sales documents, including company description memorandums and merger and acquisition agreements;
8. 8. Sign a non-disclosure agreement with the relevant parties;
9. 9. Supervise the implementation of the agreement until the transaction is completed.

As the seller's legal counsel, the purpose of the Firm's M&A Legal Affairs Department is to help the seller sell the target enterprise to the most suitable buyer under the premise of complying with the current laws and regulations of the country and under the best conditions.

(3) The main legal services provided as legal advisors to the target enterprise and its controlling shareholders in the hostile merger and acquisition are:

1. 1. Help identify potential acquirers, investigate, analyze and estimate the purpose and plan of the acquirer's actions, and monitor its course of action;
2. 2. Pre-establish legal barriers that affect the acquirer's acquisition;
3. 3. Evaluate whether the acquisition conditions of the acquirer's enterprise are fair;
4. 4. Determine the proposed anti-acquisition strategy according to the specific situation of the acquirer and the acquiree, analyze the advantages and disadvantages of various proposed anti-acquisition measures and their subsequent effects, and help the enterprise to take the most effective anti-acquisition measures;
5. 5. Planning anti-M&A financing;
6. 6. Analyze and evaluate the impact of this acquisition on the enterprises of both parties, their shareholders and employees, local economy and society (mainly in terms of its adverse effects) as a "fair referee", and seek the support of relevant government departments, shareholders, employees, and the public;
7. 7. Plan and develop a "package" defense plan for the target company to prevent facing the same situation next time.