LIST OF THE TYPICAL CASES OR TRANSACTIONS ADVISED AND/OR HANDLED BY  

  BROSS & PARTNERS IN THE LAST 2 YEARS 

Project and Energy 

• Providing legal services for M&A case between a Chinese company  and a local company located in Ho Chi Minh City for a wind farm project in Daklak Province which includes: legal due diligence, structuring advice, transaction documents, participating the negotiation and post negotiation for closing the transaction. Value: US$9 Million;

• Providing legal services for a Thai solar power company to get all approvals for investment of a wind and solar energy project in Ea Sup District, Daklak Province including the approval for making survey, supplement of the project into the electricity masterplan of Daklak and Vietnam, Investment Registration Certificate, Power Purchase Agreement and Grid Connection Agreement, Land Use Right …Value: US$300 Million;

• Providing regularly legal advice services for a steel factory in cluding thermal power plant in Ha Tinh Province and other legal issues related to the environments, internal regulations, employment, …;

• Advise a Vietnamese Corporation in getting the right for the management of Ha Long Bay and development of the infrastructure of Ha Long Bay from the Vietnam Government. Assist in meeting/ negotiation with local authorities in Quang Ninh province to explain about the Projects and getting aprovals from them respectively;

• Advice on EPC document and contract preparation for a fertilizer producer in Urea plant construction;

• Advice and represent for hydro power joint stock company in site clearance compensation with a tea planting and processing company in Lam Dong province.

Licensing

• Providing regularly legal advice service for Viglacera such as agreements, contracts with partners, internal regulations, procedures for licensing of investment projects of Viglacera, including investment projects in industrial parks in Bac Ninh, Thai Nguyen;

• Providing regularly legal advice service for Hanoi Trade Corporation (“HAPRO”) and its subsidiaries, capital contribution companies and affiliated companies including agreements, contracts with partners, internal regulations, procedures for licensing of new investment  projects, investment expansion, investment in industrial complex of HAPRO in Hanoi;

• Advising and assisting for SI Flex (a 100% capital investment company from Korea) for completing the dossier, working with the Ministry of Science and Technology and other relevant state agencies to be recognized as a high technology company;

• Advising and assisting for LMAT (a 100% capital investment company from Korea) in Binh Duong Province on drafting and  finalizing licensing dossiers of license dossiers for enterprise which produce of  supporting industrial products in the Ministry of Industry and Trade;

• Advising and assisting for Bogo Eng. (a 100% capital investment company from Korea) in Binh Duong province in drafting, revising and finalizing of license dossiers for enterprise which produce of  supporting industrial products in the Ministry of Industry and Trade;

• Advising and assisting for a Korean investors on the transfer of Industrial Park in Bac Giang province;

• Advising and assisting over 100 foreign investors on implementation  of investment procedures in Vietnam.

• Advising and drafting the term sheet of the Joint Venture Agreement for a corporation in Vietnam who was selected to be the first investor in a project of investment and operation of an express way with total estimated investment of US$780 million. This is the first project implemented in the form of Public Private Partnership (PPP) in accordance with Decision No. 71/2010/QD-TTg dated 9 November 2009 by the Primer Minister of Vietnam;

• Providing legal advice for an M&A case (issue more than US$40 million new shares to a foreign investor) between a leading Korean corporation and one of the five leading textile and garment companies in Vietnam. The SaigonTimes rated this M&A case as one of ten most effective M&A cases in Vietnam in 2009;

• Advising on the transaction structure and drafting a Business Cooperation Agreement between two real estate companies and a bank to develop a real estate project on an area of 12ha in Binh Chanh District, Ho Chi Minh City. Value: VND1,000 Million;

• Advising and preparing the EPC document and contract for a fertilizer producer in Urea plant construction. Value: US$200 Million;

• Providing legal advice for an M&A case between a leading Korean corporation and one of the five leading textile and garment companies in Vietnam. Value: >US$10 Million; 

• Advising and assisting in negotiation process  for the sales and purchase agreement of the properties attached to land and conducting procedures for transferring the project of bitumen store located located at Nghe An province between a company of Petrolimex Group and a multi-national petroleum corporation. Value: >US$5 Million; 

• Advising and conducting procedures for the registration of a medium-term and long-term foreign loan contract with the State Bank of Vietnam for a Japanese company in Vietnam. Value: >Euro 2.3 Million; 

• Providing legal advice for an M&A case (transfer 80% of share capital) between a leading real estate Group head office in Hong Kong and one of the leading real estate companies in Hanoi, Vietnam. Value: >US$50 Million;

• Providing legal advice for an M&A case (transfer 100% of share capital) between a leading Korean construction Group and one of the leading construction companies in Hanoi, Vietnam. Value: >US$30 Million;

• Providing legal advice for an M&A case (issue more than 20 million new shares to a foreign investor) between a leading Japanese financial corporation and one of the leading import and export companies in Vietnam. Value: >US$20 Million;

• Advising and reviewing a capital transfer contract between a leading local bank and an investment fund for an acquisition by the back of 70% capital in a foreign-invested company. Value: Nearly US$12 Million;

• Advising on acquisition of the capital share of foreign investors from Korea, as members of a 100% foreign owned company in Vietnam to implement a Real Estate Project for construction of an area of high-class apartments, offices for lease, villas, and adjacent houses in Ha Dong, Hanoi, Vietnam.  Value: US$198 Million;

• Participating in negotiation process and preparing share sales contracts in order to acquire more than 19% of shares in a real estate company ready to list its shares on Ho Chi Minh City Stock Exchange. Value: >US$5 Million;

• Providing legal advice for an M&A case (100% equity acquisition) between a Korean manufacturer of cement company and a local manufacturer of cement company. Value: >US$1,5 Million.

Real Estate & Construction

• Participating in negotiation process and preparing contracts and necessary documents for investment cooperation to implement a project of construction of a complex apartment and trading centre with total of 5,400 m2 in Ward 11, Tan Binh District, Ho Chi Minh City between a local company and a foreign real estate investment fund. Value: >US$18 Million;

• Participating in negotiation process and preparing contracts and necessary documents for investment cooperation to implement a project of construction of a complex apartment and trading centre with total area of 14,000 m2 in An Phu Ward, District 2, Ho Chi Minh City between two local companies and a foreign real estate investment fund. Value: US$12 Million;

• Participating in negotiation process and preparing contracts and necessary documents for investment cooperation of a real estate investment fund to invest into Mo Plaza project in Hanoi with the core investor being Vinaconex. Value: US$40 Million;

• Advising on a real estate investment project in Vinh City, Nghe An province of a State-owned Corporation in Hanoi, transferring project/ a part of the project to the Subsidiaries to implement investment project. Value: >US$40 Million;

• Advising and drafting the BCCs in business and development of the real estate industry for a State-owned Corporation in Hanoi (Hapro) with its partners to develop the real estate projects in Hanoi on the basis of one party having the right to lease and other party having the financial capacity and experience in the real estate industry; 

• Providing legal advice to implement a complex of Crown Plaza (at Le Duc Tho Street, My Dinh, Hanoi), including 03 buildings: five-star hotel building, a grade office building and high-level building for rent. The project has been completed and entered in use by the end of 2010. It was a project for 1,000-years Thang Long – Hanoi anniversary. Value: US$80 Million;

• Providing legal advice for the project of Hanoi Lancaster Building at Nui Truc Street, Ba Dinh District, Hanoi. The project is in progress of construction investment. Value: US$30 Million;

• Advising on and finalizing the land lease procedures to implement 02 investment projects at Quang Minh Industrial Zone, Hanoi for Picenza Vietnam. Value: US$6 Million.