Indochine Council

Content

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ABOUT US 04

The Firm 04

Our Objective 06

Our Philosophy 08

Our Clients 09

Our Professional Cooperation 10

AREAS OF PRACTICE 12

Inward Investment 14

Mergers & Acquisitions 15

Banking & Finance 16

Taxation 19

Technology & Media 20

International Trade 21

REPRESENTATIVE CLIENTS 22

Think Business, Practising Law

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About Us

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The Firm

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Indochine Counsel is a business law-focused practice established in Vietnam on 18 October 2006, on the cusp of Vietnam’s entry into the World Trade Organisation (WTO) and the symbolic 2006 APEC Meeting in Hanoi. With the focus in the Indochina region, especially Vietnam - an ever changing and growing marketplace, the firm assists both international and local clients in meeting their legal needs related to their business and investment. The firm’s major areas of practice include inward investment, corporate & commercial, mergers & acquisitions, securities & capital markets, banking & finance, property & construction, taxation, intellectual property, technology & media, international trade, and dispute resolution.

Having thrown open its doors last October on the back of heightened foreign interest in Vietnam, new local law firm Indochine Counsel has succeeded in growing a long and healthy client list as it sells its vision of becoming a leading business law firm.

Asian Legal Business, July 2007

Our team brings together local knowledge and international expertise, made up of more than 20 professionals and legal practitioners, including partners, associates, consultants and patent attorneys. Our lawyers are well qualified and have substantial experience with major local commercial law firms and international firms in Vietnam. The team is led by Mr. Dang The who has been recognized as a leading business lawyer in Vietnam for “Corporate/M&A” in Global Counsel 3000 (2003/2004) and PLC WhichLawyer (2006/2007).

Duc

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About Us

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Our Objective

Indochine Counsel’s objective is to provide quality legal services and add value to clients through effective customized legal solutions that work specifically for the clients.

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About Us

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Our Philosophy

Fully understanding the clients’ business so as to help clients achieve their overall business goals

Providing premier legal services at reasonable cost

Encouraging an entrepreneurial spirit, and a proactive, creative problem-solving environment among people of the firm, to find the best legal solutions for every single deal or transaction

Building and maintaining a long-term relationship with clients

Providing an open and friendly working environment, while respecting for differences and individuality

Sharing success among our people, and contributing to the wider society

To achieve the firm’s objective, we are committed to:

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Indochine Counsel represents local, regional and international clients in a board range of matters including transactional work and cross-border transactions. Our clients are diverse, ranging from multi-national corporations, foreign investors, banks & financial institutions, securities firms, funds and asset management companies, international organizations, law firms to private companies, SMEs and start-up firms in Vietnam. Each client is of paramount importance to us and lays the foundation for our success.

Our Clients

Each client is of paramount importance to us and lays the foundation for our success.

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About Us

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Our Professional Cooperation

To bring the clients with international expertise, especially in cross-border transactions, Indochine Counsel maintains working relationship and cooperation with a number of international and regional law firms. Some firms which Indochine Counsel has worked with include: Arent Fox LLP (USA), Orrick, Herrington & Sutcliffe LLP (USA), DLA Piper (UK), Keystone Law Corp (Singapore), Gorrissen Federspiel Kierkegaard (Denmark), Focus Advokater (Denmark), Ladegaard, Rasmussen & Partnere (Denmark), David Lim & Partners (Singapore), JW Law (Korea), DFDL/Mekong Law Group (Indochina), Tilleke & Gibbins (Thailand), Raja, Darryl & Loh (Malaysia) and Cheang & Ariff (Malaysia).

Our Alliance

In Vietnam, we have entered into a strategic alliance with LEADCO, a well-established law firm based in Hanoi. Through this alliance, Indochine Counsel can serve clients nationwide, and we together can leverage the strengths of the two firms for the best interests of our clients.

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Our Alliance

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Area of Practice

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Areas of Practice

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Indochine Counsel is proud to represent and advise clients on all legal aspects related to investing and doing business in Vietnam, including the following major areas of expertise:

Inward Investment

Corporate & Commercial

Mergers & Acquisitions

Securities & Capital Markets

Banking & Finance

Property & Construction

Taxation

Intellectual Property

Technology & Media

International Trade

Dispute Resolution

Areas of Practice

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Inward Investment

Inward investment or foreign investment is one of the core practices of Indochine Counsel. We have advised and assisted various foreign investors to set up investment projects and helped them during operations in Vietnam.

The main aspects of our Inward Investment Practice are:

Market entry advice: Legal research and legal assessment including legal due diligence

Investment structure and licensing matters: Providing advice and preparing legal documentation for obtaining investment license/ approval for 100% foreign owned companies, joint ventures, business cooperation contracts, and other business vehicles

Representing clients in negotiations of legal documentation

Working with government authorities and attending to administrative procedures

Corporate & CommercialOur Corporate & Commercial Practice provides the full range of legal services to corporate clients in various industries. We advise clients on corporate compliance and regulatory issues related to their business operations.

Our service offerings include:

Incorporation and registration of branches and representative offices in Vietnam, Laos and Cambodia

Corporate secretarial services

Compliance matters and regulatory issues

Commercial contracts and related contractual matters

Labour & employment issues

Handling post-licensed procedures for foreign invested projects

Advising on regulatory issues in connection with the operation of foreign invested projects in Vietnam

Investment liquidation and corporate restructuring

Licensing, agency and distributorship

Corporate governance & director duties

Corporate reorganization & restructuring

Corporate insolvency

Incorporation of companies & investment vehicles in offshore jurisdictions

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Mergers & Acquisitions

Indochine Counsel’s lawyers have been at the forefront of M&A/Private Equity practice in Vietnam. We have acted as the legal counsel for quite a few landmark M&A deals in Vietnam (both cross-border and domestic ones) since the M&A activities started in Vietnam. Some of our lawyers have been rated by business community and legal professionals as leading experts in this area, given their substantial experience and international expertise in cross-border transactions. In addition to Vietnam,

we also advise clients in Laos and Cambodia on acquisition of investment projects there especially in the mining & energy sectors.

Our M&A & Private Equity Practice covers the following:

Deal and transaction structure advice

Due diligence investigations

Preparation and negotiation of acquisition agreements for equity and assets, merger agreements and other transactional documents

Securities & Capital MarketsAt the forefront of Vietnam’s rapidly evolving financial & capital markets, we advise and assist financial institutions, securities companies, fund managers, listed companies and unlisted companies in fund raising in the capital markets by primary and secondary issues of securities. The Securities & Capital Markets Practice is closely linked to our Banking & Finance Practice.

Compliance advice on regulatory matters for listed companies

Initial public offerings by companies in Vietnam

Advice on listings of companies in Ho Chi Minh City Stock Exchange (HOSE) and Hanoi Stock Trading Centre (HASTC)

Due diligence and issuance of legal opinions in respect of Vietnamese laws for international offerings

Leveraged management buyouts and buy-ins

Corporate governance, director duties and disclosure

Governmental filings, approvals and registrations

Advice on taxation and related matters

Equitisation (privatisation) & reorganization

Corporate restructuring

Equity-related fund raisings such as rights issues, private placements & convertible securities

Investment fund formation and fund-related work including structuring, preparing, and listing

Our Securities & Capital Markets Practice includes:

Areas of Practice

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Banking & Finance

We advise local and foreign banks, financial institutions and corporate borrowers on Vietnamese laws related to a variety of loans and other debt-related instruments and financing transactions.

Legal opinions for loans or financing transactions, including due diligence investigations

Project finance

Property development finance

Asset and asset-backed financing

Security structure and types

Property & ConstructionWith the rapid growth of the property market in Vietnam, our Property & Construction Practice has been very active in real estate transactions, property financing and construction related work. We advise property developers, lenders, real estate investment funds, local and foreign investors, contractors, consultants and property managers, on a wide range of matters.

Advising on regulatory issues for property development & construction projects

Commercial and residential acquisitions (including site acquisitions), sales & leases

Property developments & investments including joint ventures

Property financing

Governmental approvals, registrations and enforcement of loans and security

Review and drafting of banking documentation

Legal compliance & regulatory advice

Contractual matters for landlords and tenants

Property management

Government relations & licensing matters for property projects

Construction contracts, procurement contracts and EPCs

Advising on contract administration

Our Property & Construction Practice covers the following:

Our Banking & Finance Practice includes:

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Areas of Practice

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TaxationOur Tax Practice provides clients with tax planning and tax advice related to all business vehicles in Vietnam. Our tax lawyers advise on corporate income tax, personal income tax (for both local and expatriate staff), VAT, import & export duties, and we work closely with audit firms for tax planning for corporate clients.

Our Tax Practice covers:

Tax planning

Tax incentives and preferential tax treatment

Tax disputes and investigations

Withholding tax on cross-border transactions and services

Capital gain tax for mergers & acquisitions

Intellectual PropertyWe offer a broad range of services in intellectual property and IP-related matters. Intellectual property practice is handled by our IP & Technology Practice Group. The Group assists local and international clients in creation, protection, enhancement and enforcement of their intellectual property rights in Vietnam, Laos, Cambodia and other countries through our networking with IP agents and patent firms worldwide.

Availability searches and pre-filing advice

Registration of trade marks, copyrights, designs and patents in Vietnam and other countries worldwide

Assignments & renewals

Licensing, technology transfer, franchising and IP-related contracts

Intellectual property audits & investigations

IP counseling and management of IP portfolios for the clients

Passing off & anti-piracy actions

Domain names

Enforcement of intellectual property rights

The firm is a member of International Trademark Association (INTA), Asian Patent Attorneys Association (APAA), Vietnam Intellectual Property Association (VIPA), and the ASEAN Intellectual Property Association (ASEAN-IPA).

Taxation for real estate & property development

Transfer pricing

Tax refund (import VAT & customs duties)

Inward and outward investment structuring

Our Intellectual Property Practice includes the following:

Areas of Practice

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Technology & Media

Our Technology & Media Practice is the most dynamic practice in the context of developments in the fast growing economy of Vietnam particularly in the IT, media and telecom industries. Indochine Counsel represents and advises technology firms, telecom companies, media & entertainment companies, internet service providers and value-added service suppliers.

E-commerce and internet laws

Data privacy and security

Media & entertainment laws

IT outsourcing agreements

Content/production agreements

Procurement/supply agreements for IT & telecom products and services

IT & telecom projects

Technology & Media Practice is handled by our IP & Technology Practice Group.

Our services include advice on the following:

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International Trade

As Vietnam is now a member of WTO (admitted on 11 January 2007), and with the increased exposure and further integration into the world economy, Indochine Counsel has expanded its practice to cover international trade matters. We have worked closely with an international law firm from the US representing local Vietnamese companies in anti-dumping cases, safeguard investigations, and customs audits.

In collaboration with international counsels and auditing firms, our International Trade Practice advises local companies on the following issues:

WTO rules & regulations

International sales contracts and related matters

International trade issues

Anti-dumping proceedings, countervailing duty, and safeguard investigations

Customs & import compliance

Export controls and economic sanctions

Dispute Resolution

We represent clients before courts and arbitration forums in Vietnam in commercial, corporate, international trade, construction, intellectual property and labour disputes. Our lawyers and of counsels (litigation lawyers) have extensive experience in court proceedings in provinces and cities nationwide at all levels.

Our Dispute Resolution Practice includes:

Negotiation and voluntary settlement

Representing clients before court proceedings and government authorities

Arbitration proceedings

Alternative dispute resolution

Representative Clients

Professional Firms

Local Companies An Duc Brand Communications

Ben Thanh AA

CMC Group

Dong A Securities

Golden Communication Group

Golden Pig JSC

HALS Group

KIDO Corp

International Clients Asia Project Consultants

(Singapore)

Aureos Capital (UK)

BP Petco Limited (UK)

Charter Century Group Limited (Hong Kong)

DICO A/S (Denmark)

Erria A/S (Denmark)

Fontana Organization (Denmark)

Gimpex Limited (India)

Green Cross Vietnam Co., Ltd. (Philippines)

Guthrie GTS Ltd (Singapore)

Houghton 1993 Thailand Co., Ltd. (Thailand)

HR2B / SantaFe (Denmark)

ILA Vietnam (Australia)

Jebsen & Jessen (SEA) Pte Ltd. (Singapore)

Katsuki Archidesign Inc (Japan)

MagRabbit, Inc. (USA)

Mega Lifesciences (Thailand)

MOANA Technologies LLC (USA)

NIIT (India)

Nuplex Resins Vietnam (Australia)

Ngoc Suong Group

Nam Hoa Corp

Paragon Corp

Phong Phu Corp

RISS International School

Rosaco

Saigon Gas

SaigonTel

Savico

Southern Bank

Thanh Viet Investment Management Corp (TVMC)

Thuy Loc Corp

Van Phat Hung JSC

Vinabico

Orana A/S (Denmark)

PEB Steel Group (Cyprus)

Providential Capital, Inc. (USA)

P.T. Propan Raya Industrial Coating Chemicals (Indonesia)

Ritex Vietnam (Taiwan)

Saigon North International (Singapore)

Solitaire Land (Hong Kong)

Symons Corp / Dayton (USA)

Vietnam Asset Management Limited (Cayman Islands)

VinaCapital Group

The client portfolio here is not exhaustive. It simply reflects the clients’ trust in us and how much we are proud of having them as clients.

Arent Fox LLP (USA)

David Lim & Partners (Singapore)

DLA Piper Singapore Pte Ltd

DLA Piper Tokyo Partnership (Japan)

Focus Advokater (Denmark)

JW Law (Korea)

Keystone Law Corp (Singapore)

Ladegaard, Rasmussen & Partnere (Denmark)

Orrick, Herrington & Sutcliffe LLP (USA)

Raja, Darryl & Loh (Malaysia)

Tilleke & Gibbins (Thailand)

Zetland Financial Group Ltd. (Hong Kong)

Unit 4A2, 4th FloorHan Nam Office Bldg 65 Nguyen Du, District 1Ho Chi Minh City, VietnamT +848 823 9640F +848 823 9641 E [email protected] & [email protected] www.indochinecounsel.com

With Affiliated Office in Hanoi

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Indochine Council