Indochine Council

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Content

ABOUT US

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The Firm

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Our Objective

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Our Philosophy

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Our Clients

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Our Professional Cooperation

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AREAS OF PRACTICE

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Inward Investment

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Mergers & Acquisitions

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Banking & Finance

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Taxation

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Technology & Media

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International Trade

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REPRESENTATIVE CLIENTS

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Think Business, Practising Law

Think Business, Practising Law

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About Us

The Firm


Think Business, Practising Law

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

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.

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 Duc 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).

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About Us

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

Our Philosophy

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


Think Business, Practising Law

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

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.

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About Us

Our Professional Cooperation

Our Alliance

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).

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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Area of Practice

Areas of Practice


Think Business, Practising Law

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

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Areas of Practice

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

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

Working with government authorities and attending to administrative procedures

Corporate & Commercial Our 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

Licensing, agency and distributorship Corporate governance & director duties Corporate reorganization & restructuring Corporate insolvency Incorporation of companies & investment vehicles in offshore jurisdictions


Think Business, Practising Law

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

Leveraged management buyouts and buy-ins Corporate governance, director duties and disclosure Governmental filings, approvals and registrations Advice on taxation and related matters

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

Securities & Capital Markets At 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.

Our Securities & Capital Markets Practice includes: Compliance advice on regulatory matters for listed companies

Equitisation (privatisation) & reorganization

Initial public offerings by companies in Vietnam

Corporate restructuring

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

Equity-related fund raisings such as rights issues, private placements & convertible securities Investment fund formation and fund-related work including structuring, preparing, and listing

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Areas of Practice

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.

Our Banking & Finance Practice includes: Legal opinions for loans or financing transactions, including due diligence investigations

Governmental approvals, registrations and enforcement of loans and security

Project finance

Review and drafting of banking documentation

Property development finance Asset and asset-backed financing Security structure and types

Legal compliance & regulatory advice

Property & Construction With 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.

Our Property & Construction Practice covers the following: 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

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


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Areas of Practice


Think Business, Practising Law

Taxation Our 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

Taxation for real estate & property development Transfer pricing Tax refund (import VAT & customs duties) Inward and outward investment structuring

Intellectual Property We 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.

Our Intellectual Property Practice includes the following: Availability searches and pre-filing advice

IP counseling and management of IP portfolios for the clients

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

Passing off & anti-piracy actions

Assignments & renewals Licensing, technology transfer, franchising and IP-related contracts Intellectual property audits & investigations

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).

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Areas of Practice

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.

Our services include advice on the following: 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.


Think Business, Practising Law

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.

Dispute Resolution

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

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

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Representative Clients

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.

International Clients Asia Project Consultants (Singapore)

Houghton 1993 Thailand Co., Ltd. (Thailand)

Orana A/S (Denmark)

Aureos Capital (UK)

HR2B / SantaFe (Denmark)

Providential Capital, Inc. (USA)

BP Petco Limited (UK)

ILA Vietnam (Australia)

Charter Century Group Limited (Hong Kong)

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

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

DICO A/S (Denmark)

Katsuki Archidesign Inc (Japan)

Erria A/S (Denmark)

MagRabbit, Inc. (USA)

Saigon North International (Singapore)

Fontana Organization (Denmark)

Mega Lifesciences (Thailand)

Solitaire Land (Hong Kong)

Gimpex Limited (India)

MOANA Technologies LLC (USA)

Symons Corp / Dayton (USA)

Green Cross Vietnam Co., Ltd. (Philippines)

NIIT (India)

Vietnam Asset Management Limited (Cayman Islands)

Guthrie GTS Ltd (Singapore)

Nuplex Resins Vietnam (Australia)

PEB Steel Group (Cyprus)

Ritex Vietnam (Taiwan)

VinaCapital Group

Local Companies An Duc Brand Communications

Ngoc Suong Group

Savico

Ben Thanh AA

Nam Hoa Corp

Southern Bank

CMC Group

Paragon Corp

Dong A Securities

Phong Phu Corp

Thanh Viet Investment Management Corp (TVMC)

Golden Communication Group

RISS International School

Thuy Loc Corp

Golden Pig JSC

Rosaco

Van Phat Hung JSC

HALS Group

Saigon Gas

Vinabico

KIDO Corp

SaigonTel

Professional Firms Arent Fox LLP (USA)

Focus Advokater (Denmark)

Orrick, Herrington & Sutcliffe LLP (USA)

David Lim & Partners (Singapore)

JW Law (Korea)

Raja, Darryl & Loh (Malaysia)

DLA Piper Singapore Pte Ltd

Keystone Law Corp (Singapore)

Tilleke & Gibbins (Thailand)

DLA Piper Tokyo Partnership (Japan)

Ladegaard, Rasmussen & Partnere (Denmark)

Zetland Financial Group Ltd. (Hong Kong)



Unit 4A2, 4th Floor Han Nam Office Bldg 65 Nguyen Du, District 1 Ho Chi Minh City, Vietnam T +848 823 9640 F +848 823 9641 E info@indochinecounsel.com & indochinecounsel@vnn.vn W www.indochinecounsel.com

IC Profile 10.07 Designed by An Duc 2007 Š Indochine Counsel. All Rights Reserved.

With Affiliated Office in Hanoi


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