Stephen D. Wortley Member, Board of Partners Vancouver Hong Kong Tel : 604.691.7457 Fax : 604.893.2378 Tel: 852.3101.0390 Fax: 852.3585.1233 Email : stephen.wortley@mcmillan.ca VCard :

Professional Activities

• Chair, Hong Kong Office
• Chair of China Practice Group
• Chairman of the National Committee, January 2006 to December 2010
• Co-Chair, Western Division, July 2010 to December 2010
• Chairman, Western Division, January 2006 to June 2010
• Managing Partner, Western Division, August 2001 to December 2005
• Partner since 1991
• Prior to joining in 1985, clerked to The Honourable Mr. Justice Lambert of the British Columbia Court of Appeal

Stephen's practice emphasizes securities and corporate matters (both domestically and internationally), together with mining matters, including acquisition, joint venture and property option agreements. His corporate and securities experience includes local, national and international prospectus offerings, Toronto, TSX Venture Exchange, Stock Exchange of Hong Kong, NASDAQ and AIM listings, private placements, real-estate oriented securities, corporate reorganizations, amalgamations, arrangements and takeover bids.

Special Recognition

• Listed in Chambers and Partners: Chambers Global - The World's Leading Lawyers for Business 2013 Clients Guide (Corporate/M&A, Corporate/M&A Foreign Experts and Corporate/M&A Experts Based Abroad)
• Listed in The Legal Media Group - Guide to Leading Practitioners: China - Mergers & Acquisitions 2011
• Listed in Who's Who Legal: Canada 2010 Report on Canada's Leading Business Lawyers (Corporate Governance).
• Registered Foreign Lawyer, Law Society of Hong Kong.

Memberships

• Vancouver Bar Association
• Canadian Bar Association
• Former member, Legal Advisory Committee to the Vancouver Stock Exchange
• Inter-Pacific Bar Association
• Hong Kong-Canada Business Association

Teaching Engagements

• Lectured at Securities Law seminar for The Continuing Legal Education Society of British Columbia.

• Acted for Primero Mining Corp. in its merger with Northgate Minerals Corporation creating a company with an expected combined market capitalization of approximately $1.2 billion.
• Acted for Red Rock Capital Corp. in its $32.5 million private placement, $74 million financing and acquisition of Century Holdings involving WISCO and Minmet.
• In November 2010, acted as lead counsel, as to Canadian legal matters, for Citigroup Global Markets Asia Limited and BOC International, joint bookrunners and joint lead managers, in the US$309 million global offering of China Gold International Resources Corp. Ltd., currently listed on the TSX. The transaction involved a dual primary listing on the Main Board of the Stock Exchange of Hong Kong and the completion of a concurrent US$742.3 million acquisition of Skyland Mining Limited ("Skyland") whose chief asset is a copper polymetallic metal mining property located in Metrorkongka County, Tibet.
• Act as lead counsel for Primero Mining Corp., a TSX listed, and Canadian-based, precious metals producer with operations in Mexico. In August 2010, assisted Primero in the acquisition of the San Dimas gold-silver mine and associated assets, which are located in Mexico's San Dimas district. The acquisition was valued at US$510 million.
• Act as lead counsel for China Health Labs & Diagnostics Ltd., a TSX-V issuer. Assisted in the Qualifying Transaction involving Beijing Biochem Hengye Science & Technology Co. Ltd. in October 2010, the resulting issuer being China Health Labs & Diagnostics Ltd.
• Acted as lead counsel for Symax Lift (Holding) Co. Ltd. Symax is the resulting issuer of a reverse take-over completed in December 2009. Symax is engaged in the business of development, manufacture, and sales of elevators in Wuxi, China.
• Act as lead counsel for Liuyang Fireworks Limited, which is the resulting issuer in the Qualifying Transaction involving New Legend Group Limited and Strive Best Holdings Limited in June 2009. Liuyang, through its subsidiaries, is engaged in the business of the manufacture and sale of fireworks.
• Act as lead counsel for ZhengZhou ZhengLi Polymer Technology Co. Ltd., a Chinese manufacturer of polyacrylamide polymer, in obtaining a Canadian listing.
• Act as lead counsel for Shenyang Lufeng Foodstuff Co., Ltd., a Chinese beef producer, in obtaining a listing on the TSX-V.
• Act as Canadian counsel for Hanwei Energy Services Corp., a Chinese company in the business of manufacturing fibre-glass reinforced plastic pipes, listed on the TSX.
• Acted as counsel to the agent, Research Capital Corp, in two going public transactions involving Asia Bio-Chem Group Corp. (TSX), a Chinese cornstarch producer and Changfeng Energy Inc. (TSX-V), a Chinese natural gas service provider.
• In August 2000, acted as lead Canadian counsel for Kingsway International Holdings Limited in connection with a reorganization and ultimate listing of a Kingsway subsidiary on the Main Board of the Stock Exchange of Hong Kong. In connection with the transaction, $60 million was raised. Headquartered in Hong Kong and listed on the TSX, the Kingsway Group is involved in a wide variety of financial advisory and related services, including corporate finance, stock broking, financing and fund management.
• Act as lead counsel for Nord Resources Corporation, a mining company based in Tucson, Arizona.
• Acted as lead Canadian counsel for IsoTis S.A., a public company incorporated under the laws of Switzerland with shares listed on the Main Board of The SWX Swiss Exchange and the Toronto Stock Exchange.  In 2003, acted for IsoTis pursuant to its plan of arrangement with GenSci Regeneration Sciences Inc. (a British Columbia company) in completing its acquisition of GenSci OrthoBiologics Inc., a Washington corporation, which was renamed IsoTis OrthoBiologics Inc.
• Act as lead securities counsel for West Fraser Timber Co. Ltd., a major British Columbia forestry company.  In 2004 completed a $275 million subscription receipt offering and a $150 million senior unsecured debentures offering.

• Author of the reference guide, Going Public in Canada, January 2006
• Prepared an article (with Leo Raffin) on regulation of British Columbia securities market which was published in the Review of International Business Law.
• Prepared an article (with George Stevens) on the Murray Pezim affair for distribution to clients of the firm and subsequently quoted by the Majority in the Supreme Court of Canada's ruling on the case.
• Participated in seminar presentations for banking and real estate clients; prepared several policy papers for various securities commissions.
• TSE Original Listing Requirements for Industrial and Research & Development Companies.

February 2013 Toronto Stock Exchange and TSX Venture Exchange issue joint consultation paper on emerging market issuers securities bulletin

February 2013 关于新兴市场发行人多交所发布咨询草案 证券法快讯

December 2012 加拿大继续欢迎外国投资: 调整外国国有企业投资指南 国际贸易快讯

December 2012 Canada makes changes to investment Canada regime international trade bulletin