Hợp đồng liên doanh trong lĩnh vực bất động sản_Tiếng Anh

Hợp đồng liên doanh trong lĩnh vực bất động sản bằng Tiếng Anh (Joint Venture Agreement in Real Estate) giữa nhà đầu tư nước ngoài và nhà đầu tư trong nước trong đó nhà đầu tư trong nước góp vốn bằng quyền sử dụng đất và nhà đầu tư nước ngoài góp vốn bằng tiền mặt

JOINT VENTURE AGREEMENT

between

COMPANY NAME

and

COMPANY NAME

Table of Content

JOINT VENTURE AGREEMENT FOR ESTABLISHMENT OF

A JOINT VENTURE COMPANY LIMITED

This JOINT VENTURE AGREEMENT (the “JV Agreement”) is made this _ day

of in accordance with the Law on Investment, the Law on Enterprises, the Law

on Land, the Law on Residential Housing and their relevant guiding legislation, and otherrelevant Laws of Vietnam as the same may be amended from time to time by andbetween:

COMPANY………., a company duly organized and existing under the laws

of the Cayman Islands:

INVESTMENT GROUP CORPORATION, a company duly organized and

existing under the laws of Vietnam:

Registered Address :

Business Registration Certificate/

Certificate of Incorporation No

:

(A) The Parties have agreed to form a joint venture company in Vietnam to carry out

on a plot of land with an area of 9,023 square meters (the “Net Land Area”)

located at Phuoc Long B Ward, District 9, Ho Chi Minh City, Vietnam as identified

in Schedule 2 (Map and Details of the Land) (the “Land”) the development and

operation of high-rise residential buildings with shop-houses and facilities on theLand for sale to those who are permitted to purchase houses in Vietnam and fordoing business in relevant services by the JVC for the duration of the Termpursuant to the Investment Certificate, this JV Agreement, the Charter and the Laws

of Vietnam (the “Project”).

(B) The Parties have agreed to regulate their affairs on the terms and conditions setout below

NOW THEREFORE IN CONSIDERATION OF THE PROMISES AND THE MUTUAL COVENANTS HEREIN THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

Any capitalized words or expressions that are defined in Schedule 1 shall, when used in this JV Agreement (including the Introduction and the Schedules), have the meanings ascribed to them in Schedule 1

or schedule of the Agreement

(b) “Including” and any other words or phrases of inclusion shall not beconstrued as terms of limitation, so that references to “included” matters shall

be regarded as non-exclusive, non-characterizing illustrations Withoutlimiting the foregoing, the words “including” or “includes” shall berespectively read and construed as meaning “including, without limitation” or

“includes, without limitation”, unless expressly specified otherwise

(c) Titles and captions of or in this JV Agreement, the cover sheet and table ofcontents of this JV Agreement, and language following article or sectionreferences are inserted only as a matter of convenience and in no way define,limit, extend or describe the scope of this JV Agreement or the intent of any

of its provisions

(d) Whenever the context requires, the singular includes the plural and the pluralincludes the singular, and the gender of any pronoun includes the othergenders.

(e) Each appendix, exhibit and schedule referred to in this JV Agreement ishereby incorporated by reference into this JV Agreement and is made a part

of this JV Agreement as if set out in full in the first place that reference ismade to it

(f) Any reference to any statutory provision includes each successor provisionand all applicable laws as to that provision

(g) A reference to an agreement or document (including a reference to this JVAgreement) is to such agreement or document as amended, supplemented,novated or replaced, except to the extent prohibited by this JV Agreement orthat other agreement or document

(h) Acknowledging that the Parties have participated in the negotiation anddrafting of this JV Agreement, if any ambiguity or question of intent orinterpretation arises as to any aspect of this JV Agreement, it shall beconstrued as if drafted jointly by the Parties and no presumption or burden ofproof shall arise favouring or disfavouring either Party by virtue of theauthorship of any provision of this JV Agreement

(i) Except where specified otherwise in this JV Agreement, a reference to orcontemplating the VND equivalent of a USD amount shall mean such USDamount converted into VND, applying the inter-bank USD to VND exchangerate set by the State Bank of Vietnam from day to day

ARTICLE 2 ESTABLISHMENT OF A JOINT VENTURE COMPANY

2.1 Agreement to Establish the JVC

The Parties agree to establish the JVC on the terms and conditions of this JVAgreement, and subject to the issuance of all State Approvals by all StateAuthorities

2.2 Name of the JVC

The Vietnamese name of the JVC shall be:

The English name of the JVC shall be:

The abbreviated name of the JVC, in both English and Vietnamese shall be:

2.3 Address of the JVC

The registered address of the JVC shall be at:………

2.4 Other Offices

The JVC may open sales offices, representative, branch and regional offices in suchcities and provinces in Vietnam as approved by the Members’ Council and the StateApproval of the State Authority of Vietnam.

2.5 Compliance With the Laws of Vietnam

The JVC shall abide by the Laws of Vietnam in respect of all its activities

2.6 The JVC as a Limited Liability Company

The JVC shall be a limited liability company with two (02) members The liability

of each Party hereto shall be limited to the amount of such Party’s contribution tothe Charter Capital The amount of the contribution to the Charter Capital by theParties is as set out in Article 4 and the JVC’s Member Registration Book which ismade and kept by the JVC at the JVC’s head office Subject to the foregoinglimitation of liability, and in accordance with Laws of Vietnam, the Parties shallshare the profits in proportion to, and up to a maximum of, their respective capitalcontributions to the Charter Capital, except otherwise agreed in writing by theParties or approved by the Members’ Council from time to time

2.7 The Charter

The JVC shall be organized under a charter (the “Charter”), which shall be deemed

to be an integral part of this JV Agreement

2.8 Term of Operation

The Term of the JVC shall be 50 years (the “Term”) from the Effective Date The

Term is renewable for another term should any Party so requests in writing not lessthan 24 months prior to the expiry of the initial term subject to the consent of theLicensing Authority and the unanimous approval of all members of the Member’sCouncil present at a Member’s Council meeting and voting in accordance with theCharter If the Term of the JVC is not renewed, then the JVC shall be dissolved inaccordance with the terms of this JV Agreement and the Charter and the Laws ofVietnam

2.9 Investment Protection

The activities of the JVC and the interests of the Parties shall be protected by theLaws of Vietnam The JVC shall have rights as provided for in the InvestmentCertificate and in any other State Approvals granted or to be granted by any StateAuthority in Vietnam and in all applicable treaties (including investment protectionand double taxation treaties) now or any time in the future in force betweenVietnam and other relevant countries

ARTICLE 3 BUSINESS LINES, SCOPE OF OPERATION OF THE JVC

3.1 Business lines

The business line of the JVC shall be:

(a) Doing business in real estate management services; and

(b) Doing business in real estate (including the creation, new construction, sale and lease of residential units and lease of commercial space); and

(c) Doing related services to the above business in accordance with the Laws of Vietnam

3.2 Scope of activities

The scope of activities of the JVC are:

(a) to invest, develop, construct and manage high-rise residential buildings withresidential and commercial amenities on the Land;

(b) to lease and/or sell the apartment units to organizations and individuals or anyother individual or organization (including Vietnamese and non-Vietnamese organizationsand individuals) that are permitted to purchase or lease property pursuant to the Laws ofVietnam;

(c) to engage in all activities listed in the business lines (including the investmentand development of other real estate projects subject to the approval from StateAuthorities), Article 3.1 herein, and the Investment Certificate;

(d) to engage in all lawful activities relating to such purposes

ARTICLE 4 LAND VALUE, TOTAL INVESTMENT CAPITAL AND CHARTER CAPITAL

4.1 Land Value

(a) The Parties agree that the value of the Land (which includes the value of theright to use the Land, the value of the right to develop the Land and otherefforts and expenses by Party B to improve upon the Land and obtain theLURC under the JVC’s name for the implementation of Project in accordancewith the Development Parameters) is US$ 7,037,940 (Seven Million Thirty

Seven Thousand Nine Hundred Forty United States Dollars) (“Land Value”),

subject to adjustment in price as set out in Article 4.2 below The Land Value

is based on a valuation of US$780 (Seven Hundred and Eighty United StatesDollars) per square meter against the Net Land Area and with the current

status of telecommunication, public roads, electricity, water supply andsewage connections.

(b) The Land Value shall include, and Party B shall assume full responsibility for,the following:

(i) All fees and costs to obtain the 1:500 master plan approval for the Landfrom the relevant State Authority, specifically with the ApprovedParameters of the Project satisfying Development Parameters;

(ii) All fees and costs required for conversion of the land use purpose of theLand to residential and commercial uses according to the ApprovedParameters;

(iii) All land use fees, land rental, land use right transfer tax, registrationfees relating to land, and any other amounts charged by the relevantState Authority in respect of the Land and other taxes, charges, costsand expenses payable for the transfer of the Land to the JVC (until theLURC is issued to the JVC) for the purpose of the Project;

(iv) All expenses for relocation, demolition, compensation and siteclearance of the Land (including ensuring that any and allencroachment by other onto the Land are removed and cleared); and

(v) Infrastructure procedures costs to be payable for ensuring infrastructurefacilities (including telecommunication, public roads, sewerage, water,electricity) of adequate capacity for the purpose of the Project areapproved by the State Authority and connected to the boundaries of theLand

4.2 Land Value Adjustment

The Parties agree that within 60 days from the later date of obtaining (i) the officialwritten statement from the relevant State Authority to approve the Development

Parameters for the Project (the “Approved Parameters”) or (ii) the LURC under

the name of Party B, if:

(a) the recognized area of the Land as set out in the LURC of Party B deviatesfrom the Net Land Area in the Development Parameters by 5% or more; or

(b) the Approved Parameters is different to the Development Parameters in anyaspects,

the Parties shall re-negotiate to adjust proportionately the Land Value and agree on

the Approved Parameters in a signed written document (the “Adjustment Minutes”)

If the Parties fail to agree on the terms of the Adjustment Minutes within the given

60 days period, Party A shall have the right (but shall not be obliged) toimmediately terminate this JV Agreement on the subsequent date after the expiry ofthe mentioned 60 days period And if Party A exercises its right of terminationunder this Article 4.2, Party A shall be released from any and all its obligationsunder this JV Agreement

4.3 Payment of the Land Value

(a) In consideration of the Charter Capital contribution of Party B as set out inArticle 4.5 (b) and Article 4.6(b) below and subject to the terms andconditions herein, the JVC shall pay Party B an amount equal to the LandValue (which is subject to adjustment in accordance with Article 4.2) minus anamount of US$2,411,382 as the difference between the Land Value and the

Charter Capital contribution of Party B (the “Difference”) The Difference

payable by the JVC to Party B shall be made in accordance with the followingschedule:

(i) Within fifteen (15) days from the date of obtaining the LURC in the

name of the JVC, the JVC shall pay an amount equivalent to 70% ofthe Difference to Party B; and

(ii) Within 15 days from the date of obtaining the Project’s approval,

construction permit (or equivalent approval for commencement ofconstruction for the Project), the JVC shall pay the remaining 30% ofthe Difference to Party B

(b) For the purpose of this Article 4.3, the Parties agree and confirm that theexchange rate for conversion of USD to VND for the purpose of payment ofthe Difference shall be the average of buying and selling rate published byVietcombank – Ho Chi Minh City Branch on the date of actual payment (the

“Exchange Rate”) The Parties agree further that if the Exchange Rate

exceeds the exchange rate at VND20,085 per 1 US$, the exchange rate forconversion of USD to VND for the purpose of payment of the Difference shall

be deemed to be VND20,085 per 1 US$

4.4 Total Investment Capital

The Total Investment Capital of the JVC shall be US$ 40,000,000 (in words: FortyMillion United States Dollars), and shall be provided by:

(a) Charter Capital as set out in Article 4.5, and

(b) Loans as set out in Article 4.10

4.5 Charter Capital

The Charter Capital of the JVC shall be US$ 8,037,940 (Eight Million Thirty SevenThousand Nine Hundred and Forty United States Dollars), and shall be contributed

by the Parties in the following proportion:

(a) Party A shall contribute 70% equivalent to US$5,626,558; and

(b) Party B shall contribute 30% equivalent to an amount of US$ 2,411,382

and the Parties acknowledge, for the avoidance of doubt, that their respectiveInterests, and voting rights on the Members’ Council, shall be determined byreference to their respective percentage contributions actually made, and committed

to be made, to the Charter Capital

The above Interests may be changed during the Project in accordance with theprovisions of this JV Agreement or by mutual agreement of the Parties

4.6 Schedule and manner of Contribution to Charter Capital

The contributions of the Parties to the Charter Capital shall be made in accordancewith the following schedule:

(a) Party A shall contribute in total the amount of US$5,626,558 (Five MillionSix Hundred Twenty Six Thousand Five Hundred and Fifty Eight UnitedStates Dollars) in cash to the Charter Capital within ten (10) Working Daysfrom the date of issuance of the LURC under the JVC’s name with theDevelopment Parameters ; and

(b) Party B shall contribute its Charter Capital contribution in the form of theland use right value of the Land to the JVC within forty five (45) WorkingDays as from the Effective Date

The above schedules may be changed by mutual agreement in writing by the Partiesand subject to approval of the State Authority if required

4.7 Increase in Charter Capital

(a) By resolution of the Members’ Council, the JVC may increase its CharterCapital by way of:

(i) Increasing the contributed capital of the Parties;

(ii) Increasing the Charter Capital relative to the increased value of assets

of the JVC; or

(iii) Raising contributed capital from new members.

(c) The increase of Charter Capital which is approved by the Members’ Councilmust be registered with the Licensing Authority

4.8 Decrease in Charter Capital

(a) By resolution of the Members’ Council, the JVC may reduce its CharterCapital by way of:

(i) Returning part of the contributed capital to members in proportion totheir respective shares of contributed capital in the Charter Capital ofthe JVC if business operation has been carried out continuously formore than two years from the Effective Date; and at the same timeensuring that debts and other property obligations may be paid in fullafter returning part of the contributed capital to members;

(ii) Redeeming shares of capital contribution as stipulated in the Charter;and

(iii) Reducing the Charter Capital corresponding to the reduced value ofassets of the JVC

(b) The decrease of Charter Capital which passed by the Members’ Council must

be registered with the Licensing Authority

4.9 Issuance of Capital Contribution Certificate

(a) With respect to Party A, the JVC shall issue the Capital ContributionCertificate to Party A evidencing the amount and percentage of itscontribution to the Charter Capital upon each time that Party A makes thecapital contribution to the JVC;

(b) With respect to Party B, the JVC shall issue the Capital ContributionCertificate to Party B evidencing the amount and percentage of itscontribution to the Charter Capital upon Party B’s completion of its capitalcontribution to the JVC by obtaining the LURC under the JVC’s name orsubsequently upon each time that Party B makes any capital contribution tothe JVC

4.10 Loans

Subject to the approval of the Members’ Council, the JVC may obtain loans fromeither Party or their Affiliates or financial institutions to cover the shortfall between

the Total Investment Capital and the Charter Capital (the “Loans”) in order to

conduct its business activities

4.11 Members’ Financing

(a) Within ninety (90) days from the date of submitting the plan to obtain Loans

by the General Director, if the JVC is unable to obtain Loans, or the Loansobtained is insufficient for funding the business activities of the JVC, Partiesshall, or cause their Authorized Representatives in the Members Council to,

resolve that the funding of the shortfall (the “Additional Contribution”) by

the Parties be made in either of the following manner:

(i) by an increase of the Charter Capital of the JVC by the amount of theAdditional Contribution by way of increasing the capital contributed bythe Parties, where the Additional Contribution shall be allocated to eachParty in proportion to its Interest; or

(ii) by Parties providing a loan in the amount of the Additional Contributionwith each Party participating in proportion to its Interest at an interestrate of two (2) per cent above three month SIBOR (accrued daily and

compounded monthly) (the “Members’ Loan”).

(b) If the Additional Contribution is less than or equal to US$4,600,000 (the

“Capped Additional Capital”) and any Party is unable to fund its portion of the Additional Contribution (the “Non-Contributing Party”), the other Party may (but shall not be obliged to) contribute the shortfall (the “Contributing Party”) In such a case the Interest of the Non-Contributing Party shall be

diluted and the Interest of the Contributing Party shall be increasedaccordingly

(c) If the Additional Contribution is more than the Capped Additional Capital, theParties agree that the provision in Article 4.11(b) above shall be applied inrespect of the amount equal to the Capped Additional Capital, and in respect

of the amount in excess of the Capped Additional Capital, in the event thatany Party fails to make their portion of contribution or lending (the

“Borrower”), the other Party (the “Lender”) may (but shall not be obliged

to) make additional advance for the shortfall to the JVC on behalf of theBorrower at an interest rate of 11% above the base interest rate prescribed bythe State Bank of Viet Nam and treat such additional advance as a loan to the

Borrower (the “Debt”) The Debt and its interest shall be paid by the

Borrower to the Lender upon the profit distribution of the JVC to the Parties

by deducting the same amount from the profit to be distributed to theBorrower In this case, notwithstanding Article 4.11(a)(ii), if the AdditionalContribution is financed by way of Members’ Loan (not by way of increase

of Charter Capital in accordance with Article 4.11(a)(i)), the portion ofMembers’ Loan equal to the Debt lending by the Borrower to the JVC shallenjoy no interest

(d) To the extent required by the applicable laws the Parties shall and/or causethe JVC to carry out and execute necessary procedures and documents to givethe effect to the arrangement contemplated under this Article 4.11.

(e) Parties hereby agree that:

i) the interest rate stipulated in Article 4.11(a)(ii) shall be applicable toloans made in USD foreign currency, and therefore, if Party B, inaccordance with Laws of Vietnam, is unable to make the loan to theJVC in USD, such loan shall be made in VND but shall be convertedinto USD for calculation of interest; and

(ii) the interest rate stipulated in Article 4.11(c) shall be applicable to loansmade in Vietnamese Dong (VND), and therefore, if Party B advancesthe Debt in USD, the Debt will be converted into VND for the purpose

of calculation of interest only, but the repayment currency for both ofthe Debt and any accrued interest shall be in USD

ARTICLE 5 ASSIGNMENT OF THE CHARTER CAPITAL

of Party B shall not affect the right to use the Land and the right to implementthe Project of the JVC as contemplated in this JV Agreement Any purportedtransfer, assignment or disposition made not in accordance with this Article5.1(a) shall be null and void

(b) Any Party may transfer, assign or otherwise dispose of its Interest at any time

to its Affiliate provided that such Affiliate agrees in writing that it shall,immediately prior to it ceasing to be an Affiliate of such Party, promptlytransfer the relevant Interest back to such Party or, subject to Article 5.1(b)(i),another Affiliate of such Party For the avoidance of doubt, any transfer of theInterest of Party B to its Affiliate shall only be permitted upon Party B’scompletion of all its obligations stipulated in Article 6.4(a) to Article 6.4(j)and not causing any effects to the right to use the Land and the right toimplement the Project of the JVC as contemplated in this JV Agreement.For the purpose of this Article 5.1(b), each Party undertakes that it shall, andshall procure that its Authorized Representatives on the Members’ Council

shall, at all times vote in favor of any such transfer of Interest between otherParty and its Affiliate.

(c) No assignment or other disposal shall be effective until:

(i) the assignee agrees in writing and in a legally binding way in termsreasonably acceptable to the non-transferring Party, that it will complywith every provision and condition of this JV Agreement, the Charterand the Investment Certificate;

(ii) the assignment is approved by the Members’ Council of the JVC; and(iii) the assignment shall be registered with or approved by the LicensingAuthority, if so required

5.2 Procedures

Except where the provisions of Article 7.16 apply in respect of a transfer of Interestprovide otherwise, when a Party desires to assign its Interest in the Charter Capital,the procedures set out below shall be followed For the avoidance of doubt, a Partymay only transfer to a third party the whole but not a part of its Interest in theCharter Capital

(a) Subject to Article 5.1above and 5.2(b) below, if a Party (the "Transferring Party") wishes to transfer, assign or otherwise dispose of all (but not part of) its Interest (a "Transfer Interest"), that Party must first send a written notice offering the Transfer Interest to the other Party (the "Non-Transferring Party") and the notice of offer ("Offer") must contain:

(i) the Transferring Party's intention to dispose of the Transfer Interest;(ii) the terms of the proposed transfer including the proposed price for the

Transfer Interest (the "Proposed Price"); and

(iii) the identity of the proposed third party to which the Transfer Interest shall be offered if the Offer is not accepted by the Non-Transferring Party

(b) The Non-Transferring Party may, within thirty (30) days of the date of receipt

of such Offer, agree to purchase the Transfer Interest by giving written notice

to the Transferring Party, which notice shall be accompanied by a depositequal to seventy percent (70%) of the Proposed Price If the Non-TransferringParty fails to give such written notice within such thirty (30) day periodand/or fails to pay the deposit, the Non-Transferring Party shall be deemed tohave elected not to purchase the Transfer Interest and, within the next thirty(30) days thereafter, the Transferring Party shall be free to offer the TransferInterest to any third party at a price at least equal to the Proposed Price

(c) If the Non-Transferring Party agrees to purchase the Transfer Interest, theTransferring Party shall be bound, upon the approval of the relevant StateAuthority and payment of the balance of the Proposed Price by the Non-Transferring Party, to transfer the Transfer Interest to the Non-TransferringParty If the Non-Transferring Party fails to pay the balance of the ProposedPrice within thirty (30) days after the relevant State Authority’s approval ofthe proposed transfer of the Transfer Interest, then the Transferring Party shall

be entitled to keep the deposit, and, thereafter, shall be entitled to transfer theTransfer Interest to any third party at any price If the relevant State Authoritydoes not approve the transfer within thirty (30) days of the date on which theState Authority’s approval was applied for, then the Transferring Party shallreturn the deposit to the Non-Transferring Party and this transaction will becancelled Thereafter, any transfer, assignment or other disposal of anyInterest by any Party shall comply in full with this Article 5

5.3 The JVC’s Buy-back of Interest

(a) A Party may request the JVC to buy back its paid-up Interest in the JVC ifsuch Party (or its Authorized Representative) has voted against a resolution ofthe Members’ Council regarding:

(i) the amendment or addition to the Charter concerning the rights andobligations of the Members or the Members’ Council; or

(ii) the restructuring of the JVC

(b) The request for buy-back of a Party's Interest in the JVC must be made inwriting and submitted to the JVC within fifteen (15) days from the date of theresolution on the matters specified in Article 5.3(a), and in respect of whichsuch Party (or its Authorized Representative) voted against such matter (c) The price for the buy-back shall be subject to agreement by the relevant Partyand the Members’ Council, failing which the JVC must buy back the Interest

at the market price determined by an average price of three (3) independentinternationally renowned banks appointed by the Members’ Council withinfifteen (15) days of receiving the request for buy-back from the relevantParty Payment for such buy-back shall only be made if the JVC still hasadequate resources to pay for other debts after buying back the relevantInterest in the JVC

(d) If the JVC cannot make the payment for more than 2 (two) months from therequest to buy-back, the requesting Party shall have the right to dispose of theInterest in accordance with Articles 5.1 to 5.2 of this JV Agreement

5.4 Consent

No Party shall mortgage, pledge, charge or otherwise encumber or permit any thirdparty’s interest to subsist in respect of all or any part of its Interest without priorwritten consent by the other Party and subject always to the Laws of Vietnam.

ARTICLE 6 RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1 Rights of Parties

The Parties shall have the following rights:

(a) To attend or appoint their authorized representative(s) (with respect to aninstitutional or corporate Member) to attend and vote in the Members’ CouncilMeetings in proportion to that Member's Interest in the JVC;

(b) to check, review, search, copy or extract from the Members Registration Book,transaction recordings and monitoring books, accounting books, annual financialstatements, minutes or resolutions of Members’ Council meetings, and otherpapers and documents of the JVC;

(c) to receive profits of the JVC in accordance with this JV Agreement, the Charterand the Laws of Vietnam;

(d) to receive the value of the JVC's remaining assets in proportion to the Party'spaid-up Interest in the JVC when the JVC is dissolved or liquidated;

(e) to have priority in contributing additional capital to the JVC when the JVCincreases its Charter Capital in accordance with the Charter and this JVAgreement;

(f) to transfer or dispose of part or the whole of the Party's paid-up Interest in theJVC in accordance with the Laws of Vietnam, Article 5 of this JV Agreement andthe Charter;

(g) to request the JVC to buy back the Party's Interest in the JVC in accordance withthis JV Agreement, the Charter and the Laws of Vietnam;

(h) to request the Chairman to convene an Members’ Council Meeting or convene anMembers’ Council Meeting if the Chairman fails to convene the meeting asprovided for in the Charter;

(i) such other rights of the Members as stipulated in the Charter, this JV Agreementand the Laws of Vietnam

6.2 Obligations of Parties

In addition to those specified herein, the Members shall have the followingobligations:

(a) to make its Capital Contribution in full and on time as described in Article 4;(b) to observe the Charter and this JV Agreement;

(c) to abide by the decisions of the Members’ Council;

(d) to procure that their Authorized Representatives shall vote:

(i) in favour of the appointment of the Chairman, the General Director andthe Chief Accountant pursuant to Article 7.7 and Article 8.2,respectively;

(ii) to approve the financing by the Parties in accordance with Article 4.11;

(iii) on any other matter which pursuant to the Laws of Vietnam requiresMembers’ Council approval in such a manner so as to effect andcomply with the provisions of the Charter and this JV Agreement; and(iv) such other obligations of the Members as stipulated in this JVAgreement, the Charter and the Laws of Vietnam

6.3 Responsibilities of Party A

In addition to other obligations under this JV Agreement, Party A shall:

(a) together with Party B assist the JVC in arranging financing for the JVCsubject to the decision of the Members’ Council and the Laws of Vietnam;(b) render technical assistance to the JVC at such times, and from time to time, asmay be agreed by the Parties, for the purpose of the Project;

(c) assist the JVC to obtain equipment, supplies and other materials not otherwiseavailable in Vietnam;

(d) advise the JVC on recruitment of qualified Vietnamese and expatriatepersonnel to work for the JVC and on their training and compensation; and(e) assist in other matters relating to the JVC as requested by Party B and asParty A deems necessary and/or desirable

6.4 Responsibilities of Party B

In addition to other obligations under this JV Agreement, Party B shall:

(a) obtain, at its own cost, a new LURC for the Land with residential andcommercial uses in accordance with the Development Parameters under itsname within six (6) months from the signing date of this JV Agreement;

(b) pay in full, at its own cost, the land use fees, taxes and costs for conversion ofland use purpose of the Land to residential and commercial uses inaccordance with the Development Parameters and obtaining the LURC underits name;

(c) at its own costs, complete the physical clearance of the Land and clear allencumbrances, charges, mortgages, lien or third party rights on the land, andensure that any and all encroachment by other onto the Land shall beremoved and cleared, such that the JVC shall have vacant possession of theLand;

(d) at its own cost, obtain the 1:500 master plan approval for the Land from therelevant State Authority, specifically with the Approved Parameters of theProject satisfying the Development Parameters;

(e) at its own cost to obtain necessary approvals/consents/agreements fromrelevant State Authority and companies to ensure that telecommunication,public roads, electricity, water supply and sewage system are of adequatecapacity for the purpose of the Project and located at the border of the Land.For the avoidance of doubt, all costs and expenses in accordance with theregulations of the State Authority for granting the aboveapprovals/consents/agreements and the expenses for construction andinstallation of the above telecommunication, public roads, electricity, watersupply and sewage system so approved/licensed/agreed will be borne by theJVC;

(f) terminate any agreements with any prior potential investors or partners inrelation to the Land and the Project and settle all related issues so as to obtain

a complete discharge of Party B from any obligations towards such parties inrelation to the Land and the Project;

(g) subject to Party A’s provision of sufficient documents needed for obtainingthe Investment Certificate as notified by Party B in writing, obtain, at its owncosts, the Investment Certificate within two (2) month from the earlier date of(i) the date of submission of the application file for the InvestmentCertificate; or (ii) the sixteenth day from Party A’s provision of sufficientdocuments notified by Party B For the avoidance of doubt, all fees and costsfor obtaining the Investment Certificate will be agreed by the Parties,

advanced by Party B then refunded by the JVC to Party B upon Party B’ssubmission of legitimate and proper invoices;

(h) obtain, at its own cost, the LURC under the JVC name within forty five (45)Working Days from the Effective Date, and provide the JVC with legitimateand proper invoices and supporting documents necessary for the JVC tosuccessfully claim the deduction of the full amount of the Land Value asdeductible expenses for corporate income tax purpose In the event if Party Bfails to provide the JVC with legitimate and proper invoices and necessarysupporting documents Party B shall compensate the JVC of any loss in taxes

if any part of the Land Value is not deductible;

(i) obtain basic design approval for the Project within one (1) month from thedate of receiving sufficient documents from JVC and/or Party A, where allassociated costs will be paid first by the Party B and then refunded by theJVC upon Party B’s submission of proper and lawful invoice;

(j) obtain Project approval, construction permits (or equivalent approval forcommencement of construction of the Project) within three (3) months fromthe date of receiving sufficient documents from JVC/and or Party A, where allassociated costs will be paid first by the Party B and then refunded by theJVC upon Party B’s submission of proper and lawful invoice;

(k) together with Party A assist the JVC in arranging financing for the JVCsubject to the decision of the Members’ Council and the Laws of Vietnam;and

(l) assist in the above and other matters relating to the JVC as requested by Party

A as necessary and desirable to the JVC’s expenses

7.1 Composition of the Members’ Council

(a) The Member’s Council shall be the highest decision-making body of the JVCand shall determine all major issues pertaining to the management of the JVCsave for those which it has delegated under this JV Agreement and theCharter

(b) The Members’ Council shall consist of five (5) Authorized Representatives

So long as each Party maintains its Interest as set out in Article 4.5, Party Ashall appoint three (3) Authorized Representatives and Party B shall appointtwo (2) Authorized Representative in accordance with the criteria andconditions as provided by the Laws of Vietnam from time to time, if any.7.2 Appointment and Term of the Authorized Representative

(a) Each Party shall have the right to appoint any of its AuthorizedRepresentatives at any time provided that such Party gives written notice tothe JVC, with a copy of such notice to other Party, and the relevant LicensingAuthority (if required) within seven (7) days of the appointment.

(b) The letter of appointment of each Authorized Representative shall specify theratio of Interest in the Charter Capital represented by such AuthorizedRepresentative, subject to changes of such Interest from time to time by awritten notice from the appointing Party to the JVC, with a copy of suchnotice to other Party, and the relevant Licensing Authority (if required) withinseven (7) days of such notice

(c) Each Authorized Representative shall be appointed for a term of theirauthorization and may serve consecutive terms if reappointed by the Partyappointing him If a seat on the Member’s Council is vacated by theretirement, resignation, illness, disability or death, or removal of theAuthorized Representative pursuant to Article 7.3 below, the Party whichappointed such Authorized Representative shall appoint a successor, whoshall serve for the remainder of the term of the Authorized Representativebeing replaced

7.3 Removal of the Authorized Representative

Any Party hereto may remove or replace its Authorized Representative appointed

by it at any time by giving written notice to the JVC, with a copy of such notice tothe other Party, and the relevant Licensing Authority (if required) within seven (7)days of the removal or replacement

7.4 No Personal Liability

No Authorized Representative shall have any personal liability for any actperformed in his capacity as an Authorized Representative except for actsconstituting violations of criminal laws of any jurisdictions to which he is subject

No Authorized Representative has authority to bind the JVC unless expresslyauthorized by the Member’s Council

7.5 Compensation

Authorized Representatives shall not be paid salary by the JVC except when anAuthorized Representative is also an executive officer, employee or consultant ofthe JVC

7.6 Expenses to Attend Members’ Council Meetings

Each Party shall bear its own costs for expenses incurred by its AuthorizedRepresentative in connection with attending meetings in Vietnam The JVC shallbear the costs for Members’ Council meetings organized outside of Vietnam.

7.7 Chairman of the Members’ Council

The Chairman shall be elected by the Members’ Council amongst the AuthorizedRepresentatives of Party A The first office term of the Chairman of the Members’Council is 5 years and subsequent terms shall be approved by the Members’Council

7.8 Responsibilities of the Members’ Council

The Members’ Council shall be the highest authority of this JVC and shall have anumber of responsibilities including:

(a) deciding on the development strategy and annual business plan of the JVC;(b) deciding on the increase or decrease of the Charter Capital, the time andmethod for mobilizing capital;

(c) decide on the methods of investment and investment projects valued at over50% of total value of assets recorded in the financial statements most recentlypublished by the JVC;

(d) deciding on the methods of market development and marketing andtechnology transfer; approve agreements of borrowing, lending and sellingassets valued at 50% or more of total value of assets in the financialstatements most recently published by the JVC or at a smaller ratio inaccordance with the Charter;

(e) to elect, remove or dismiss the Chairman of the Member’s Council;

(f) deciding to appoint, remove, dismiss, sign or terminate contracts with theGeneral Director, and other Key Management Personnel of the JVC asprovided for in the Charter;

(g) deciding on salaries, bonuses and/or other benefits of the General Director andother Key Management Personnel as provided for in the Charter;

(h) adopting annual financial statements and plans for using or distributing profits

as well as handling losses of the JVC;

(i) deciding on the management organization structure of the JVC;

(j) deciding on opening of subsidiary companies, branches and/or representativeofficers of the JVC;

(k) amending and/or supplementing the Charter;

(l) deciding on the JVC’s organization;

(m) deciding on dissolution or bankruptcy of the JVC;

(n) deciding to hire management company(ies), foreign consultancy company(ies)and contractors(s) to be in charge of services relating to the Project;

(o) approving the procurement of Facilities for the Project which exceeds theauthority of decision of the General Director;

(p) the entry into any construction contract with a contractor’s fee of over US$1,000,000; and

(q) other rights and duties as provided for by the law and the Charter

7.9 Members’ Council Meetings

Meetings of the Members’ Council shall be held upon request of the Chairman orany Member The Members’ Council first meeting shall be held within sixty (60)days upon issuance of the Investment Certificate, except as otherwise agreed by theParties

7.10 Place of Members’ Council Meeting

All meetings of the Members’ Council shall, unless otherwise agreed by the Parties,

be held at the registered head office address of the JVC

7.11 Notice of Members’ Council Meeting

Meetings shall be held on fourteen (14) days prior notice thereof, provided that allAuthorized Representatives may waive such period by a written consent Member

of the Members’ Council who are residents outside Vietnam (if any) shall benotified by email or telefax in English A notice of a Members’ Council meetingshall contain the time and place for the meeting and an agenda in English for themeeting

The Chairman shall be responsible for giving such notice and for convening andpresiding over the meeting

7.12 Quorum

A Members’ Council meeting shall be conducted if all participating AuthorizedRepresentatives hold at least 75% of the Charter Capital

If a quorum for a Members’ Council meeting is not present within thirty (30)minutes after the time scheduled for the commencement of the Members’ Councilmeeting, that Members’ Council meeting must be adjourned The meeting may beconvened for a second time within fifteen (15) days from the date on which the firstmeeting was intended to be opened A meeting of the Members’ Council which isconvened for a second time shall be conducted where the participating AuthorizedRepresentatives hold at least fifty per cent (50%) of the Charter Capital

If a quorum for a Members’ Council meeting which has been convened for a secondtime is not present within thirty (30) minutes after the time scheduled for thecommencement of the Members’ Council meeting convened for second time, thatMembers’ Council meeting must be adjourned The meeting may be convened for athird time within ten (10) Working Days from the date on which the second meetingwas intended to be opened A meeting of the Members’ Council which is convenedfor a third time shall be conducted irrespective of the number of participatingAuthorized Representatives and amount of Charter Capital represented by theparticipating Authorized Representatives

7.13 Proxy to Attend Meeting

If an Authorized Representative is unable to participate in a Members’ Councilmeeting, the Member appointing him may issue a power of attorney and/or entrust aproxy to participate in the meeting or to sign a resolution on the Member’s behalf.The attorney-in-fact or proxy shall have the same rights and powers as the absentAuthorized Representative

7.14 Voting

Each vote of each Authorized Representative shall be equivalent to the ratio ofInterest to the Charter Capital of the Party for which he is authorized to represent asspecified in the Letter of Appointment of such Party to him

7.15 Resolutions of the Members’ Council

(a) The Members’ Council shall pass resolutions within its authority by way ofvoting at meetings or passing written resolutions

(b) A resolution of the Members’ Council shall be passed in a meeting in thefollowing cases:

(i) It is approved by the number of votes representing at least 65% of theaggregate capital of the attending Authorized Representatives, subject

to Article 7.15(b)(ii) and Article 7.15(d) below;

(ii) Resolutions relating to the following issues must be approved by thenumber of votes representing at least 75% of the aggregate capital ofthe attending Authorized Representatives:

(A) the sale in one transaction of assets with a value of 50% of more

of the total value of assets recorded in the latest financialstatement of the JVC;

(B) the re-organization or dissolution of the JVC; and

(C) the amendment of and addition to the Charter;

(c) In lieu of meeting of the Members’ Council, a written resolution may bepassed by the Members’ Council if such written resolution is sent to allAuthorized Representatives and approved by the Authorized Representativesrepresenting at least 75% of the Charter Capital, subject to Article 7.15(d)below

(d) Resolutions of the Members’ Council relating to the first Annual Plan andAnnual Management Budget of the JVC shall be approved by a number ofvotes representing at least 75% of the aggregate Interest represented by theattending Authorized Representative (if submitted to a meeting of theMembers’ Council) or approved by the Authorized Representativesrepresenting at least 75% of the Charter Capital (if by way of collectingwritten resolution)

In the event that the first Annual Plan and Annual Management Budget is notapproved by the Members’ Council at their first submission, the Parties shall

in good faith review, clarify and discuss areas of disagreement with a view toarriving at a mutual agreement on the first Annual Plan and AnnualManagement Budget, recognising that having an agreed Annual Plan andAnnual Management Budget is essential for the commencement of business

of the JVC, for amendment (if so agreed by the Parties) and re-submission bythe General Director to the Members’ Council, within 60 days from firstsubmission to the Members Council

In the second submission to the Members’ Council, the first Annual Plan andfirst Annual Management Budget shall be approved by a number of votesrepresenting at least 65% of the aggregate Interest represented by theattending Authorized Representative (if submitted to a meeting of theMembers’ Council) or approved by the Authorized Representativesrepresenting at least 65% of the Charter Capital if by way of collectingwritten resolution with the condition that these Annual Plan and AnnualManagement Budget shall be reasonable and for the benefit of the JVC

In respect of the Annual Plan and Annual Management Budget of the JVC forsubsequent years, if such is not approved by a number of votes representing atleast 75% of the aggregate Interest represented by the attending AuthorizedRepresentative (if submitted to a meeting of the Members’ Council) or notapproved by the Authorized Representatives representing at least 75% of theCharter Capital (if by way of collecting written resolution), then thepreceding year’s Annual Plan and Annual Management Budget shall apply(subject to an increase of 15% in respect of expenses).

adoption of such position

(b) Following the issue of a Deadlock Notice, the Parties shall procure that themost senior officers of each respective Party meet with one another and useall reasonable endeavours to resolve as soon as possible the dispute which isthe subject of the Deadlock Notice

(c) If the Parties can not resolve the dispute which is the subject of the DeadlockNotice within thirty (30) days as from the date of the Deadlock Notice, then: (i) in respect of the matters set forth in Article 7.15(b)(ii)(C), the proposedchange or other activity (as the case may be) shall not be proceededwith and the status quo shall prevail; and

(ii) in respect of the matters set forth in Article 7.15(b)(ii)(A) and Article7.15(b)(ii)(B):

(A) either Party (the “First Party”) shall be entitled, within thirty

(30) days after the expiry of the said thirty (30) day period, to

serve on the other Party (the “Recipient”) a written notice (a

“Buy/Sell Notice”) signed by or on behalf of the First Party,

stating that the First Party is giving the option to the Recipient toaccept one of the following offers:

(I) to purchase all of the Interest held by the Recipient for theDeadlock Purchase Price (as defined below); or

(II) to sell all of the Interest held by the First Party to theRecipient for the Deadlock Sale Price (as defined below),

in each case on the terms specified in this Article 7.16(c)(ii)

The “Deadlock Purchase Price” shall be equivalent to the

Estimated Market Value multiplied by the percentage of the share

of capital contribution contributed by the Recipient

The “Deadlock Sale Price” shall be equivalent to the Estimated

Market Value multiplied by the percentage of the share of capitalcontribution contributed by the First Party

The “Estimated Market Value” means the estimated market

value of the JVC calculated by the First Party, taking into accountsuch relevant factors including but not limited to net tangibleassets backing, upward or downward trend in revenues, upward ordownward trend in profits, intangible assets of material value,goodwill and the prospects of the JVC

(B) Within 30 days after the services of the Buy/Sell Notice

(“Recipient Period”), the Recipient may serve a written notice signed by or on behalf of the Recipient (“Recipient Notice”) on

the First Party, accepting one of the offers contained in theBuy/Sell Notice

(C) If no Recipient Notice shall be served during the Recipient

Period, the First Party may by written notice (“First Party Notice”) served on the Recipient within 15 days after the expiry

of the Recipient Period deem that the Recipient has accepted theoffer to sell all of its Interest to the First Party for the DeadlockPurchase Price Upon service of the First Party Notice, theRecipient shall be conclusively deemed to have accepted suchoffer

(D) Upon acceptance or requirement of acceptance of an offercontained in the Buy/Sell Notice, the Parties shall forthwithprocure the Members’ Council:

(I) to agree to the assignment of the relevant Interest inaccordance with the Recipient Notice or First Party Notice,

as the case may be, and the Parties shall become boundrespectively to assign or accept an assignment of such saidInterest accordingly; and

(II) to procure that all relevant approvals, agreements andconsents required to complete such assignment of the

Interest and render the same lawful and effective arepromptly obtained.

(E) The approvals, agreements and consents referred to above shallinclude the approval of the appropriate authority to theassignment, to the extent that the same is required by the laws ofVietnam and the issue of an amended Investment Certificate fromthe appropriate authority

(F) No Buy/Sell Notice or Recipient Notice may be withdrawn exceptwith the written consent of the Party to which it was given andsubject thereto, shall constitute a binding obligation on therespective Parties to sell and purchase the relevant Interest in themanner as contemplated herein

(G) Any transfer of Interest in accordance with this Article7.16(c)(ii) shall be subject to the following:

(I) The non-transferring Party shall, on completion provide, tothe satisfaction of such persons entitled to the benefitthereof, any and all guarantees, indemnities and othersecurity interest required to replace any guarantees,indemnities and other security interest previously provided

by the transferring Party to secure any loans, borrowings orother financing extended to the JVC

(II) The non-transferring Party shall, on completion, extend tothe JVC all loans, borrowings or other financing that may

be required to replace any loans, borrowings or financingprovided by the transferring Party to the JVC

(III) The transferring Party shall be entitled to withdraw itsname, trademarks and business logo from the name of theJVC and the Project and the non-transferring Party and theJVC shall take all necessary measures to effect the change

of the JVC’s and the Project’s name, trademarks andbusiness logo (to remove all references to the transferringParty’s name, trademarks and business logo) accordingly.7.17 Minutes of the Members’ Council Meetings

Minutes of the Members’ Council meetings shall be prepared in English and shall

be signed by every attending Authorized Representatives The Minutes will betranslated into Vietnamese if there is a writing request of AuthorizedRepresentatives The original signed minutes shall be kept on file at the head office

of the JVC and copies thereof shall be provided to each Authorized Representative