LexComm Capability Statement

CAPABILITY STATEMENT

Top Legal Minds Strong Commercial Sense

www.lexcommvn.com

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Contents Management Summary About Lexcomm

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Lexcomm’s main areas of practice

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Scope of Operations and Services

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Categories of practice in which Lexcomm proposes

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to provide legal services

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Proposal Information Lexcomm’s services and expertise

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Track record of work undertaken in Vietnam

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General Rates and Fees Rates for professional staff generally

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Fees for support services and expenses

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Profiles of Key Personnel Pham Ba Linh

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Nguyen Viet Ha

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Luong Van Trung

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Capability Statement . www.lexcommvn.com

MANAGEMENT SUMMARY

About Lexcomm Lexcomm Vietnam LLC (“Lexcomm�) is a dynamic full-service Vietnamese law firm with a seasoned team of highly talented and technically skilled lawyers, spreading across Hanoi and Ho Chi Minh City to assist clients in complex and sophisticated domestic and international projects and transactions.

We have tremendous practical insights into the local markets, and our lawyers are known for being at the forefront of legal developments and best practice trends in Vietnam with an excellent combination of strong legal mindset and highly practical business sense.

We continue to attract top-end instructions from our clients to assist them in navigating the changing Vietnamese regulatory waters, solving related complex legal issues encountered in Vietnam and finding the best market practices to optimize their investment objectives.

Being able to draw in experienced partners from complementary practice areas, Lexcomm is a popular choice as Vietnamese counsel to work closely with international law firms to advise our clients on complex, multijurisdictional transactions.

We have a particularly strong footprint in energy and natural resources, major projects and infrastructure, telecoms, banking and finance, debt and equity capital markets, funds management, mergers and acquisitions.

In addition, dispute resolution practice, particularly domestic and international arbitration, is a strategic focus for us.

This demonstrates the continuing commitment of the firm to bringing the best capabilities to our clients and strengthening strategically our Vietnam practice to develop international and domestic client base and sector focus as international investors increasingly seek the inbound investment opportunity Vietnam offers.

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We are pleased and confident to be able to offer you a legal team that: • has significant experience in the banking and finance sector and has played a key role in advising on a number of major multinational financial institutions with business exposure in Vietnam; • has remarkable experience in M&A arrangements and has made significant contribution to the success of various major M&A and securities transactions in Vietnam; • has an in-depth knowledge combining the complexities of the local market and clients’ businesses to assist them in achieving their objectives; • understands relevant commercial and legal requirements for the project financing related to power generation, utility and infrastructure projects implemented in Vietnam; • has comprehensive practical involvement in formation and operation of offshore and onshore investment funds as well as their investment strategy and structure; • is technically proficient and capable of providing innovative legal advice that drives commercial solutions for clients in real estate and telecommunication projects; and • has on-site knowledge and experience in litigation, especially arbitration in various forum and jurisdictions.

We have also built up strong relationships with the Vietnamese business community and government agencies, which are particularly important in a rapidly developing economy and evolving legal platform.

Finally, we pride ourselves on the culture and language diversity within our firm, where we enjoy Vietnamese, English, Japanese speakers.

Lexcomm’s main areas of practice We maintain our reputation as one of Vietnam’s leading law firms across the following key areas of practice: • banking and finance, including drafting and negotiating loan agreements and loan security documents, and restructuring and insolvency and applications for registration of foreign loans and of security documents,; • energy and resources, including power generation projects, oil, gas and electricity, both up and downstream operations, and mineral exploration and extraction; • infrastructure and major projects, including BOT projects and project financing documentation; • corporate and commercial, including contract drafting , investment structuring and strategies, preparation and negotiation of joint venture contracts, business cooperation contracts, shareholder agreements and other project documentation. and advice on licence applications,; • property development, including advice on the drafting and negotiation of development and construction contracts and commercial and property leases for global players in the real estate industry; • regulatory compliance issues, dispute resolution and arbitration; • intellectual property, including registration and enforcement of trademarks, drafting technology transfer contracts;

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• insurance, including the drafting and reviewing of policy wording of various types of insurance products, loan and security agreements, agency contracts and related issues, the legal reviewing of claims, and litigation issues; and • telecommunications.

Categories of practice in which Lexcomm proposes to provide legal services Lexcomm is a premier corporate and commercial national law firm in Vietnam with various expertise as recognised through client feedback and referrals.

We combine specialist expertise in the regulatory framework for the energy sector, with knowledge of the industry structure and players in Vietnam. We understand that industry knowledge is essential of effective legal and project management advice.

Our lawyers have considerable experience advising clients on and are highly recommended to be sought advice for: • mergers and acquisitions; • project formation and structuring; • preparation and negotiation of project documentation including design and construction, administration, utility supply, PSC, EPC and long term project offtake, technology transfer, operational agreements; • project finance, including all related structuring documentation drafting, filing and negotiating aspects; • fund formation, operation and investment compliance; • real estate and construction and land use rights documentation; • assessing environmental issues; • negotiating with, managing the requirements of, governments including regulatory compliance and approvals; and • dispute resolution and litigation.

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Lexcomm’s services and expertise We undertake high-level legal work for top international companies investing and operating in Vietnam. We are involved with clients in influencing the development of government policies. We are regularly involved in drafting submissions in government policies and regulations, preparing position papers, and reviewing and preparing draft legislation.

Through our offices located in Hanoi and Ho Chi Minh City, we can provide you with: • seamless legal services, bringing resources together regardless of national or international boundaries; • specialist lawyers who have extensive experience in the regulatory environment in Vietnam; • knowledge of, and sensitivity to, local cultures and business practices in Vietnam and elsewhere in the region; and • dedicated project leaders and support teams.

Lexcomm can serve client’s legal needs from either of our offices located in Hanoi or Ho Chi Minh City, where our team is comprised of qualified Vietnamese legal practitioners, ready to work with clients’ legal and commercial teams.

Our ability to provide clients with legal, regulatory, commercial and strategic solutions is built on experience and the desire to understand the commercial context in which your business operates.

We understand that sharing knowledge and technological resources with our clients leads to improved strategic outcomes.

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PROPOSAL INFORMATION

Track record of work undertaken in Vietnam Lexcomm’s lawyers have undertaken significant projects in Vietnam and other countries. We have advised governments, project sponsors, financial institutions, contractors, consultants, resources companies and others on participating in projects in a range of sectors by successfully leveraging our industry knowledge across legal jurisdictions.

Mergers & Acquisitions We have an in-depth knowledge of the complexities of the local market and our clients’ businesses as well as expertise in the mergers and acquisitions and corporate sector. We have used our knowledge and expertise to assist our clients in achieving their objectives.

Recent experience of our lawyers includes: • advising a European headquartered global insurance company in relation to its bid for a strategic stake in the privatisation of the largest Vietnamese state-owned insurance company; • advising one of the world’s largest telecommunications companies on its proposed acquisition of the Vietnam-based assets of another of the world’s largest telecommunications companies;

• acting for an international insurance company in relation to acquiring a stake in a Vietnamese publicly listed insurance company; • acting for a large international investment fund in its acquisition of a strategic stake in a former State owned enterprise operating primarily in the maritime transport sector; • acting for a large international banking group in relation to its potential acquisition of the shares in a finance company owned by an insurance group; • acting for an international steel corporation in relation to its acquisition in a foreign invested steel enterprise incorporated in Vietnam; • advising a private equity fund in relation to its acquisition of a stake in a privately-owned local insurance company in Vietnam;

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• advising a multinational group in relation to acquiring shares in the largest listed company in the insurance sector; • acting for Nippon Steel Corporation on its acquisition of a significant equity stake in a largescale steel manufacturing company, domiciled in Vietnam (total investment in the company will be in excess of US$1.2billion); • advising one of the world’s largest multinational companies on its acquisition of shares in a listed Vietnamese company via a mandatory public offer; • advising a major Japanese trading house on the sale of its interests in a foreign invested enterprise in the automotive sector in Vietnam; • advising an industrial manufacturing enterprise in relation to the potential divestment of part of its interests in Vietnam; • representing a large global elevator company in relation to the expansion of its activities in Vietnam; • acting for a Singaporean seafood company in relation to its acquisition of a stake in a

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Vietnamese seafood processing joint-stock company; • acting for a UK plc in relation to the acquisition of the entire legal capital in a foreign invested enterprise in the chemicals sector; • acting for a large multinational energy company in relation to the potential acquisition of an interest in a Vietnamese enterprise in the downstream energy sector; • acting for a London-based investment fund in relation to the acquisition of the Vietnam assets of a global company in the ceramics sector; • advising on the Vietnam aspects of a proposed merger between two European banks; • advising a European investment bank in relation to the acquisition by its private equity fund in unlisted Vietnamese companies, within the financial, agri-business, branded consumer goods, packaging materials and retail sectors; • acting for a US investment fund in relation to the potential acquisition of a company involved in the Vietnamese steel sector;

• acting for a US investment fund in relation to the potential acquisition of a major 5-star hotel in Vietnam; • assisting various private equity funds in relation to taking equity stakes in multiple Vietnamese private entities in diverse sectors, including cosmetics, agriculture, wood, industrial products, and pure water; • acting for one of the world’s largest multinational advertising conglomerates on several major acquisitions in Vietnam; • advising a large global investment fund on numerous investments in Vietnam, including its acquisition of a strategic shareholder stake in a former State-owned transportation and logistics enterprise undergoing privatisation and its acquisition of a controlling stake in a Vietnamese property development company; • advising on various M&A transactions by foreign investors and investment funds in goods distribution, real estate, communications and infrastructure development; • acting for a large UK property investment

fund on its acquisition of numerous significant property assets in Vietnam; • undertaking a due diligence exercise for a large European investment fund in relation to its acquisition in a major steel group and consumption production company in Vietnam.

• advising a leading international oil company on the proposed acquisition of ConocoPhillips’ Vietnam upstream assets; • advising a leading international oil company in relation to its proposed acquisition of three companies holding several upstream oil and gas assets in Vietnam; • advising an international insurance group in relation to its bidding to acquire a strategic stake in the largest Vietnamese State-owned insurance entity Bao Viet Group being privatised; • advising Fosters’ Vietnam on the divestment of its breweries in Vietnam (US$105 million); • advising Cooperative Bulk Handling (CBH) in relation to the acquisition of a 75% share in the Intermilling Group of companies including acquisition of the majority interest in Interflour Vietnam Limited; • advising TPG on its investment in a subsidiary entity of Masan Group, one of Vietnam’s largest privately-owned corporate groups, by way of convertible bonds; • advising Gaw Capital Partners, a leading Hong Kong-based real estate private equity firm on its US$106 million acquisition of an existing portfolio of real estate projects in Vietnam from Indochina Land Holdings 2 Ltd; • advising Suntory Holdings Limited on its acquisition of a 51% interest in PepsiCo’s Vietnam beverage business; • advising ANZ Bank on a proposed acquisition of a finance company in Vietnam; • advising a Hong Kong based private equity fund on the acquisition of shares in a leading Vietnamese pharmaceutical company in the

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securities market via the HCMC Stock Exchange; • advising on the Vietnam aspects of a proposed European bank merger; • advising a major fund manager on legal due diligence and share acquisition of various hydropower projects in Vietnam; • advising an international mining company on the Vietnam aspects of its proposed offshore amalgamation and provision of a title opinion; • advising a large, publicly-listed Japanese retail company in relation to two separate, multifaceted investment and strategic collaboration initiatives in connection with the supermarket, mini-supermarket, and convenience store retail distribution sectors in Vietnam; • advising a major international steel producer in relation to its interest in acquiring a stake in one of the largest foreign direct investment projects in Vietnam; • advising a leading fund manager in relation to its proposed acquisition of major property development projects in Vietnam; • advising a large steel manufacturer and its affiliates and co-investors in relation to the proposed acquisition of shares of a Vietnam listed joint stock corporation; • advising a leading private equity fund in relation to its proposed acquisition of shares in a leading Vietnamese FMCG public company; • advising a European private equity fund in relation to its acquisition of shares in unlisted Vietnamese companies, within the financial, agribusiness, branded consumer goods, packaging materials and retail sectors; • advising Vinaconex – Viettel Finance Company in a merger with a SHB Bank, including advising the divestment by Viettel in the company, merger plan to be submitted to State Bank of Vietnam and necessary contracts and corporate papers to complete the transaction; • advising MB Bank in a merger with a Song Da

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Finance Company, including due diligence and necessary contracts and corporate papers to complete the transaction; • advising an unprecedented transaction of US$12.5 million of Duc Long Gia Lai Group (DLG) in which DLG issued new shares to Global Emerging Markets (GEM) via private placement but for exchanging shares held by GEM in an offshore company instead of money.

The transaction required the approval by State Securities • commission for the private placement via share exchange and by Ministry of Planning & Investment for an overseas direct investment regarding the holding shares in an offshore company; and • advising and reviewing a capital transfer contract between a leading local bank and an investment fund for an acquisition by the bank of 70% capital in a foreign-invested company with the transaction value of over US$12 Million.

Infrastructure Experience We have extensive experience in advising on infrastructure development. We have acted on the developers and financing side, and assisted multinationals, conglomerates and development agencies on various matters, including toll ways, construction projects, port development projects, and water supply projects.

Recent experience of our lawyers includes: Port development

Power

• advising on a ship repair yard joint venture in Ho Chi Minh City and a towage joint venture in Vung Tau;

• negotiating a joint venture for a proposed major port facility, including a container and general cargo facility located on the Thi Vai River in Vietnam; and

• acting for Japan Bank for International Cooperation (JBIC) in respect of its proposed role as a cornerstone foreign lender to project bidders for the Nghi Son 2 1200MW coal fired power generation project to be undertaken on a Build-Operate-Transfer (BOT) basis in Vietnam; advising a leading international energy company in connection with its potential investment in the Duyen Hai 2 1200MW BOT coal-fired power project (US$1.5 billion); advising a sponsor on its complex divestment in the Vung Ang 2 1200MW BOT coal-fired power project;

• acting as local counsel for Japanese banks on the financing and charter party arrangements for an oil tanker used as a floating production, storage and off-loading platform.

• advising BP Exploration and Phu My 3 BOT Power Company on the greenfield development of the 717MW gas-fired Phu My 3 BOT power project;

• advising a multinational financial institution on the restructuring of the loans relating to a port project in Vietnam involving detailed advice on the security structure and enforceability issues;

• advising a leading French power company on a

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complex EPC contract for the 715MW gas-fired Phu My 2.2 BOT power project; • advising Vietnam Electricity (EVN) on power purchase documentation in relation to the 375 MW Hiep Phuoc captive power plant; advising VinaCapital on legal due diligence and share acquisition of various hydropower projects in Vietnam; • advising a Singapore-incorporated energy company in relation to its proposed joint venture with a Vietnamese municipal public works company located in the Mekong Delta with respect to providing waste-to-energy services; • having advised Southern Hydropower Joint Stock Company (SHP) for over 6 years on its projects and day-to-day business; • assisting a SHP in successfully persuading EVN and Ministry of Finance to agree on the electricity price applied to private sector when the company has over 51% of capital from a fully State-owned company and a company with more than 51% shares held by the State; • advising a Thai energy multinational, with regard

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to their potential investment in a BOT coal fired power generation project in Vietnam by undertaking legal due diligence on this project and providing advice to this client on the structuring of the financing of power projects in Vietnam, the scope of Government guarantees given in respect of power projects in Vietnam, advising on the tax incentives to which the proposed BOT company would be entitled under the laws of Vietnam, together with preparing a general overview of the laws of Vietnam as they relate to tax in the context of BOT projects in Vietnam and a comparison of the different forms of company available to them in Vietnam; • participating in the working group acting for Song Da Corporation in the establishment of investment projects and financing arrangements in the North of Vietnam including Son La Hydro Electric Plant in Son La Province (with total investment capital of US$2.6 billion); • advising on various procurement transactions of the Pha Lai coal-fired power plant in 2002; • acting for a Singapore-incorporated energy company in relation to its proposed joint venture with a Vietnamese municipal public works

company located in the Mekong Delta with respect to providing waste-to-energy services; • advising on a waste-to-energy project being undertaken in Can Tho; and • advising on issues arising under production sharing agreements and service contracts, including tendering, arbitration and taxation.

Telecommunications • acting for Telstra on its entry into and implementation of its international network BCC in Vietnam; • acting for Telstra on the termination of its international network BCC in Vietnam; • acting for Telstra on the negotiation of its proposed fixed line BCC in Ho Chi Minh City (which ultimately did not proceed); and • acting for Hutchison Telecoms on its entry into and implementation of its mobile services BCC in Vietnam.

• advising international carriers on the liquidation of their business cooperation contracts in

telephone fixed networks in Vietnam; • providing strategic legal advice to numerous telecommunication vendors (including Alcatel Lucent, Nortel, Ericsson, Huawei, ZTE, Qualcomm) in respect of the bidding regulations; • advising Indochina Telecom in the selection of its strategic investor in the development of Wimax service in Vietnam; • advising France Telecom in relation to its business cooperation contract in Vietnam; • acting for the Vietnamese Government and Vietnam Post and Telecommunications Group in several telecommunication infrastructure projects funded by Japan Bank for International Cooperation (JBIC) including: • developing telecommunications infrastructure in the 10 central provinces of Vietnam funded by JBIC; and • developing the national submarine telecommunication cable network.

• advising on the proposed acquisition by a foreign party interest in one of the soon to be equitised telecommunications enterprises; • advising an international mobile telecommunications company looking to acquire 100% of the shares in an offshore holding company which was a party to a business cooperation contract in Vietnam with a large stateowned company; • advising on the network roll-out of the new mobile State-owned mobile operator in Vietnam; • advising on BCCs for international content providers in Vietnam; • advising on a major international lease circuit agreement for a leading telecommunications company in Vietnam; • advising a satellite operator regarding its investment project in Vietnam, and advising the same operator on a VOIP project involving services to Vietnam;

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• advising a separate satellite operator on a second satellite project in Vietnam; • advising the world’s leading credit institution on electronic payments with respect to the establishment of its Vietnamese network; • advising Australia’s largest domestic banking and financial services organisation in relation to the extension of its network of ATM services into the Vietnam market; • advising a German Bank on the SWIFT – MACUG agreement its customers would be required to enter into with its Frankfurt office in order to communicate with its corporate customers via the SWIFT MACUG channel of communications; • acting for the Australian prepaid card leader in relation to its card processing agreement; • advising several multinationals regarding electronic payments in relation to the establishment of their networks in Vietnam; • undertaking market and legal research on mobile virtual network operation (MVNO) for an investment fund; • drafting an interconnection agreement to be entered into between three operators in Malaysia; and • other proposed ventures by various international telecommunication companies in Vietnam.

Railway • advising Japan International Cooperation Agency (JICA) in relation to the structuring, implementation and operation of the Ho Chi Minh City Urban Railway project.

Toll ways • advising and preparing the term sheet and draft of the Joint Venture (Shareholder) 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

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Partnership (PPP) in accordance with Decision No. 71/2010/QD-TTg dated 9 November 2009 by the Primer Minister of Vietnams; • advising on a project for the construction of a road in exchange for land use rights for property development; and • advising various equity investors on key publicprivate partnerships (PPP) structuring issues in relation to the development of the US$2.12 billion Hanoi - Hai Phong Expressway BOT project (105.5km.

Water supply • preparing reports on BOT projects in general and BOT water projects in particular; and • acting on a proposed joint venture in Ho Chi Minh City for water supply, purification and distribution, and associated contracts.

Others • advising a joint venture company in regard to financing the development of a multimillion dollar ethanol plant to produce biofuel in the South of Vietnam to advise and assist their client in the drafting of complex and detailed documentation for a syndicated loan; • advising on various private infrastructure investment, construction and engineering projects; • providing commentaries from a Vietnamese law perspective to the Ministry of Planning and Investment (MPI) and the Vietnam Business Forum (VBF) on the draft PPP regulations; and • acting for a leading consulting engineering firm on Vietnamese law issues relating to toll road development projects in Vietnam.

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Energy and Resources

Upstream Oil and Gas • advising BP Exploration on the development of the US$1.3 billion Nam Con Son gas project in southern Vietnam, including offshore Lan Tay and Lan Do gas fields (Block 06-1), midstream Nam Con Son gas pipeline transportation system and gas-fired power facility; • advising JX Nippon on its bid to acquire several upstream oil and gas assets from ConocoPhillips in Vietnam; • advising Premier Oil on the divestment of interest in Block 07 offshore Vietnam; • advising a leading international oil company on the structuring of its proposed divestment of its Vietnam upstream assets and related transactional consents; • advising a leading international oil company in relation to its proposed acquisition of three companies holding several upstream oil and gas assets in Vietnam; • advising a leading international oil company on its upstream projects and project documentation in Vietnam; • advising a leading international oil company on production sharing agreements (PSC) and joint operating agreements (JOA) issues relating to the development of its Vietnam upstream assets; • advising a leading international oil company on supply chain management (SCM)/procurement issues and applicable bidding rules under Vietnamese law; • advising a leading international oil company on PSC related stabilisation issues; • advising a leading UK oil company on the enforcement of its proposed farm-out arrangement relating to one of its upstream exploration assets in Vietnam, and the triggering of PetroVietnam’s statutory pre-emptive right;

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• advising a leading UK oil company on various tax issues under the PSC; • advising a leading Australian oil company on various upstream legal issues in relation to its producing and exploration assets in Vietnam; • advising a leading Australian oil company on Floating Production, Storage and Offloading (FPSO)/time charter documentation issues; • advising a leading Australian oil company on the documentation of an Engineering, Procurement, Construction and Installation (EPCI) Contract in relation to the engineering, procurement, construction and installation of upstream facilities in an offshore block in Vietnam; • advising a leading Australian oil company on its 2D seismic acquisition services and offshore exploration drilling programs; • advising a leading Australian oil company on upstream change of control issues; • advising a leading Australian oil company in the documentation of PSCs and JOAs of the Vietnam upstream assets;

• advising an international oil company on farm-in agreement documentation and PSC/JOA issues; • advising an international oil company on drilling approvals and issues; • advising an international oil company on upstream services agreement documentation; • advising an Australian oil company on option agreement to farm-in and related JOA issues under Vietnamese law; • advising an international oil company on Vietnamese law issues relating to licence retention and upstream change of control/ statutory pre-emptive right; • advising a leading oil company on the relinquishment process for its Vietnam PSC; • advising a leading international oil company on its divestment of an exploration asset offshore Vietnam; • advising a leading international oil company in relation to sea surface rents;

listing in the Australian Securities Exchange (ASX) relating to its exploration assets of coal seam gas development in Vietnam; • advising an international oil company on joint development and overlapping claims area/ deepwater issues; • advising an Australian energy company on its potential coal seam gas development project; • advising Worley Parsons on structuring the contractual framework for petroleum engineering services joint venture with PetroVietnam; • advising the major US oilfield services corporation Halliburton on certain Vietnamese law issues; • advising a fully integrated oil and gas multinational in relation to the establishment of their legal presence in Vietnam; and • advising one of the largest Japanese trading houses on a Bio-Ethanol long-term offtake arrangement with PV Oil and related financing issues.

• advising a leading Australian oil company on the Vietnam aspects of a proposed demerger and

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Midstream - Pipelines and LNG • advising a leading international oil company on pipeline right of way (ROW) issues relating to the US$4 billion offshore development and pipeline project in Vietnam; • advising on the development and construction of a liquefied natural gas (LNG) project in Vietnam; • advising a leading international oil company on gas sales and Government guarantee (GGU) related issues; • advising a leading international oil company on competition law issues relating to the upstream production and joint marketing of natural gas in Vietnam;

• acting for a mineral exploration company on its proposed copper and gold development projects in Vietnam; • acting for a mineral exploration company with mineral assets in Australia, Malaysia, Vietnam and Laos, on its proposed copper and gold development projects in Vietnam; • advising on joint ventures to explore for nickel, zinc, and gold (alluvial and underground) deposits; • advising on the proposed copper and gold development projects in Vietnam;

• advising a leading international oil company on gas and power marketing issues under Vietnamese law;

• advising on complex mining approvals process and related legal issues of the Ban Phuc Nickel Project in Vietnam;

• advising a leading international oil company on LNG contracting and gas sales issues; and

• advising a Canadian company with mining interests in Vietnam on the Vietnamese security package to be provided in relation to a loan facility to the Canadian company;

• advising mandated lead arrangers on Government-guaranteed multi-sourced financings for a petrochemicals project in Vietnam.

Petrochemicals and refining • advising mandated lead arrangers on Government-guaranteed multi-sourced financings for a petrochemicals project in Vietnam; and • advising one of the largest Japanese trading houses on a long-term bio-ethanol offtake arrangement with PV Oil and related financing issues.

Mining • advising a Canadian company with mining interests in Vietnam on the Vietnamese security package to be provided in relation to offshore loan facilities; • acting for an offtaker on off-take arrangements in relation to Tiberon Mineral’s major Nui Phao

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mining project in Thai Nguyen province, northern Vietnam;

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• advising on off-take arrangements in relation to a major mining project in northern Vietnam; and • advising on contracting and licensing issues.

Construction and Real Estate • advising and preparing documentation to establish joint ventures for: • a concrete batching plant; • a cement manufacturing facility; • various general construction companies; • a corrugated metal roofing project; • a terracotta brick and tile manufacturer; and • a rail freight project.

• preparing turnkey construction services and management contract documentation for use in respect of all Vietnam-based development projects to be invested in by a significant property investment fund; • advising an international engineering and construction company on the establishment of a Joint Venture in Vietnam and providing advice on a number of corporate legal matters as part of its entry into the Vietnam market; • acting for a foreign invested construction company on its successful claim against a foreign invested enterprise in the hotel sector; • acting for a foreign invested construction

company in relation to making a successful appeal of a foreign arbitral award granted in favour of a foreign subcontractor; • advising on a project for the construction of a road in exchange for land use rights for property development; • advising NBB in structuring, negotiation and contracts (e.g. bond subscription, mortgage, guaranty, share subscription, escrow account agreement, etc.) for an investment by Creed into City Gate residential project in form of bond with the value of around US$30 million. In addition, the structure and contracts for this transaction will apply for the cooperation between two companies in other projects; • advising structure of combining 2 new township projects with total area of 1,543 ha in Dong Nai and of joint venture between 2 project owner and a Japanese developer; • 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 5,400m2 in Ward 11, Tan Binh District, Ho Chi Minh City between a local company and a foreign real estate investment fund with the transaction value of over 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 14,000m2 in An Phu Ward, District 2, Ho Chi Minh City between two local companies and a foreign real estate investment fund with the transaction value of over US$12 Million; and • 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 with the transaction value of over US$40 Million.

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Hospitality • advising a high ranking Vietnamese developer on replacement of operator for 5-star hotel in Vietnam; • advising a private investment group (the buyer) in an M&A • deal to acquire 5-star hotel in Hanoi; • advising Vietnamese developer to negotiate management agreement and technical support agreement with a top hotel management group from Thailand; • advising Hilton Worldwide on hotel management agreement • for Hilton Garden Inn Hanoi; and • advising Vinaland on management agreement in Nam Hoi An Casino.

Banking and Finance Our lawyers’ areas of expertise in the banking and finance sector, with a particular focus upon the energy generation sector, include: • acting as Vietnam counsel for Japan Bank for International Cooperation (JBIC) in respect of its proposed role as a cornerstone foreign lender to project bidders for the Nghi Son 2 1200MW coal-fired power generation project to be undertaken on a Build-Operate-Transfer (BOT) basis in Vietnam; • providing advice for securing project financing of the 717MW Phu My 3 BOT Power Plant; • advising International Finance Corporation (IFC) and other offshore lenders for further aspects of the restructuring and financing of offshore loans and subsequently on the repayment of those loans; • advising IFC in relation to two financings of Vietnamese enterprises; • advising a large Swiss financial institution on the structuring of its proposed business operations in Vietnam;

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• acting for a multinational investment fund in the establishment of a property fund and potential acquisition of interest in property development projects; • advising International Finance Corporation, Asian Development Bank and Proparco on the restructuring and transfer of loans extended by the lenders to the owner of the FrancoVietnamese Hospital, the first wholly-owned foreign owned international hospital in Ho Chi Minh City; • advising a major global investment fund management company on the legal aspects of lending to Vietnamese real estate developers, the loan security regime in Vietnam and the legal aspects of non-performing loan opportunities in Vietnam; • advising an offshore lender, an international investment fund on foreign lending regulations and the mortgage of shares in Vietnam as the fund looked to provide a loan to a 100% Vietnamese joint stock company owning a significant coastal hotel development;

• advising a leading global financial services company based in Switzerland in relation to its proposed secured loan facility agreement, based on an equity option and mortgage option, extended to a Vietnamese securities company (deal value, US$50 million); • advising the London branch of a leading Italian bank in relation to a loan agreement to a Vietnamese shipping company; • advising an offshore investment management company in relation to its secured mortgage over shares loan facility agreement extended to a 100% Vietnamese foreign invested enterprise for the financing of a resort project (deal value, US$15 million); • advising on the Vietnam portion of a freight receivables securitisation for a French international carrier in a transaction involving four entities of the carrier’s group proposing to sell their eligible receivables against debtors located worldwide; • advising a Southeast Asian bank regarding the establishment of its 100% foreign owned banking subsidiary in Vietnam for the provision of retail banking and securities services;

• advising a global private equity investment firm headquartered in New York in relation to its proposed bid for a strategic equity stake position (15%) in the equitisation of the largest Vietnamese state owned bank; • advising a European investment bank in relation to the investment by its private equity fund in unlisted Vietnamese companies, within the financial, construction, agro-business, branded consumer goods, packaging materials and retail sectors; • acting for an international insurance group in relation to its bidding to acquire a strategic stake in the largest Vietnamese state-owned insurance entity being equitised; • acting for various property developers in relation to the financing of their property development projects; • acting as the local Vietnamese counsel for VinaCapital’s US$401 million infrastructure fund listing on the Alternative Investment Market (AIM) of the London Stock Exchange;

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• advising an Investment Fund on a private placement memorandum and fund manager issues relating to a US$350 million private placement; • advising on the Vietnam aspects of a private placement of shares in a mining company listed on the Toronto Stock Exchange which has mining interests in Vietnam; • advising on the proposed private placement of US$200 million worth of shares in a holding company which had a portfolio of large-scale property developments in Vietnam; • advising a leading investment bank on derivative structuring and enforceability in Vietnam; • advising on a number of derivative transactions for international banks in Vietnam; • acting as advisor to fund managers on the issue of prospectuses relating to Vietnam (Vietnam Fund, Vietnam Growth Fund); • acting as advisor to the issuer of the first convertible bond issued by a Vietnamese entity; • advising mandated lead arrangers on a proposed

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US$200 million senior secured reserve-based lending facility in respect of various Vietnam oil and gas assets; • advising mandated lead arrangers on Government-guaranteed multi-sourced financings for a petrochemicals project in Vietnam; • advising mandated lead arrangers on APLMA multicurrency syndicated loan facilities secured by way of toll receivables under a long-term concession agreement and related hedging arrangements; • advising a large AAA-rated international commercial bank on a proposed acquisition of a loan portfolio (and attached security) of one of Vietnam’s leading commercial joint stock banks; • advising an international lender on a syndicated borrowing base facility that involves taking security over commodities in Vietnam; • advising a borrower on an acquisition finance of telecoms assets in Vietnam and related loan documentation issues (including structuring, contractual and regulatory issues relating to a

comprehensive security package); • advising a leading equity investment fund on the restructuring of its investment in a joint stock commercial bank in Vietnam; • advising Mizuho Corporate Bank on Vietnamese law issues relating to re-insurances and enforcement of security interests in respect of the FPSO financing for the Su Tu Den oil field in Vietnam; • advising the Bank of Tokyo-Mitsubishi UFJ on indemnity and foreign exchange control issues; • advising ANZ Bank on various loan facilities and security documentation; • advising the International Finance Corporation (IFC), Asia Development Bank (ADB) and Proparco in relation to the debt restructuring of the Franco-Vietnamese Hospital, the first major international hospital in Ho Chi Minh City; • advising a foreign banking institution operating in Vietnam on the refinancing of its loan to RMIT, the first foreign owned and operated university in Vietnam;

• advising IFC in relation to three financings to Vietnamese privately owned companies; • advising on the Vietnam aspects of the proposed financing of the acquisition of an ASX listed company which has interests in Vietnam; • assisting offshore lenders on provision of a legal opinion in relation to Vietnam Shipbuilding Industry Corporation (Vinashin)’s loan facility agreements; • advising a joint venture of Itochu Corporation and PV Oil regarding secured multicurrency syndicated loan facilities by international and Vietnamese banks for the development of a bioethanol project in Binh Phuoc province, Vietnam; • advising a leading investment bank on toll road development projects in Vietnam; • advising a non-Vietnam domiciled major mining company on the Vietnam aspects of a convertible debt finance facility agreement with offshore lenders and related issues on the perfection and enforcement of security interests in Vietnam; • advising a borrower on and documenting contractual subordination arrangements relating to secured syndicated financings provided by various international development finance institutions, including FMO, DEG and Swedfund; • advising a finance lease company on liquidation issues; • advising on the Vietnam aspects of the provision of cross-border FX products and services by a non-Vietnam domiciled company, and related foreign exchange control implications; • advising an international bank on the instalment payment financing issues; • advising a foreign bank on the establishment of its 100% foreign owned banking subsidiary in Vietnam for the provision of retail banking and securities services; and • advising various property developers in relation to the financing of their property development projects.

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• advising on the securities legislation for a stock exchange in Vietnam; and • acting for Vietnam’s largest listed freight forwarder in relation to the development of a US$400 million international port in Ho Chi Minh City, Vietnam, being undertaken on a joint venture basis with a French partner.

Debt and Equity Capital Markets • advising one of Vietnam’s largest State-owned enterprises on its proposed US$1 billion Rule 144A/Reg S international bond offerings; • advising a leading fund manager on private placement memorandum and fund manager issues relating to a US$350 million private placement; • advising joint lead managers (JLMs) in relation to a proposed private placement of shares in a leading power company to foreign strategic investors; • advising a leading international mining company on the Vietnam aspects of a private placement memorandum (PPM) in relation to the offerings for sale of senior secured redeemable gold delivery promissory notes and detachable common stock purchase warrants to accredited investors pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act; • advising on the Vietnam aspects of a private placement of shares in a mining company listed on the Toronto Stock Exchange (TSX) which has mining interests in Vietnam; • advising a leading Australian oil company on the Vietnam aspects of a proposed demerger and listing in the Australian Securities Exchange (ASX) relating to its exploration assets of coal seam gas development in Vietnam; • advising on a prospectus relating to the initial public offering (IPO) of ordinary shares by a nonVietnam domiciled company which has interests in Vietnam and listing on the Singapore Exchange Securities Trading Limited (SGX-ST);

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Capability Statement . www.lexcommvn.com

• advising on legal due diligence issues in relation to the proposed IPO of securities of a Singapore listing vehicle on the London Stock Exchange’s Alternative Investment Market (AIM); • advising TPG on its investment in a subsidiary entity of Masan Group, one of Vietnam’s largest privately-owned corporate groups, by way of convertible bonds; • advising project sponsors in relation to a private placement of shares and related contractual subordination arrangements with senior lenders; • advising a private equity fund on the Vietnam aspects of a proposed US$50million convertible debt offering by a leading Vietnamese private company; • advising on equity swap issues in relation to a proposed share-backed financing in Vietnam; • advising on the proposed international offering of convertible bonds by a Vietnamese privately owned company; and • advising institutional clients (including corporate issuers, investment banks and investors) on debt and equity securities offerings and preparing various offering documentation.

Derivatives • advising ANZ Bank on the structuring and documentation of FX and derivatives transactions in Vietnam; • advising ANZ Bank on the enforceability of New York law governed credit support arrangements (New York Annex) in Vietnam in respect of its proposed derivatives transactions;

• advising on equity swap issues in relation to a proposed share-backed financing in Vietnam; • advising on a wide range of complex credit and equity derivatives transactions and products; and • advising a major international maritime carrier on the Vietnam aspects of freight receivables securitisation.

• advising Credit Suisse Singapore on derivatives structuring and enforceability in Vietnam; • advising Deutsche Bank Singapore on loan facilities and derivatives transactions; • advising a Singapore based international company on ISDA Master Agreement documentation and enforceability issues; • advising a leading total asset management company on the 2002 ISDA Master Agreement, master netting and hedging documents; • advising BP EFS (Singapore) on Vietnamese law issues relating to loan syndication, perfection and enforcement of security interests, foreign exchange controls and commodity price hedging arrangements;

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Restructuring and insolvency • advising lenders on complex types of debt restructurings; • advising an international lender on liquidation issues relating to a finance lease company.

Dispute resolution • representing claimants in ICC arbitration proceedings seated in Singapore in respect of a complex tax indemnity dispute; • advising an international EPC contractor in a potential claim against project sponsors arising from the development and construction of a pulp mill in Vietnam; • representing claimants in a civil judgments enforcement against VietinBank, a major joint stock commercial bank in Vietnam; • advising on complex contracts and international joint venture disputes; • advising on construction and engineering claims under institutional arbitration rules; • advising on high-profile and complex energy and natural resource disputes involving complex legal and factual issues; • advising on investment protection and treaty arbitration; and;

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developer in Ho Chi Minh City with the value in dispute of US$14 Million; • advice and assist a listed company in industrial zone in Long An province in a claim by its contractor for variation work at value of over US$800,000; • advising and assisting a construction company, that is sub- contractor, in Can Tho City in a dispute between its contractor association and the owner of a project financed by German Government with the value in dispute of EUR208,989.64; • advising a hydro power joint stock company in 3 legal actions for claiming advance based on advance refund guarantees by a local bank for a construction company in 2 hydro power project in Lam Dong province with the value in dispute of over US$2 Million; • advising and representing for hydro power joint stock company in site clearance compensation with a tea planting and processing company in Lam Dong province with the value in dispute of over US$12 Million; • advising and representing a multinational auditing company in 3 debt recovery claims against its clients in Vietnam with the value in dispute of over US$100,000;

• advising clients on the scope of arbitration agreements and enforcement of foreign arbitral awards in Vietnam;

• acting as an authorized representative of a 100% foreign-owned company producing and distributing lubricants in two civil litigations of debt recovery before Vietnamese courts;

• having acted as arbitrator in 15 disputes at VIAC since May 2014. The disputes are related to construction, engineering, sales of goods, services, logistics and lease;

• acting as an authorized representative of a 100% foreign-owned company producing and distributing under-wares in labour litigation before Vietnamese court;

• advising and assisting a listed company in confectionary in Bien Hoa in dispute with insurer in a claim of insurance compensation for factory fire with the claim value of over US$8 Million;

• acting as defending lawyer for a leading foreignowned company producing cement in an economic litigation with the disputed value of over $5 million before Vietnamese courts;

• acting as legal advisor and defending lawyer in a legal action in relation to payment guarantee obligation for a local leading real estate

• acting as defending lawyer for a leading foreignowned company doing business in hotel in an economic litigation with the disputed value of over $4 million before Vietnamese courts;

Capability Statement . www.lexcommvn.com

• advising an Australian diplomat in a claim of obstetrics malpractice against an international SOS service provider/clinic in Ho Chi Minh City with the damages of over US$2 Million; and • representing a life insurance company in over 10 lawsuits related to insurance claims before court of various provinces within Vietnam.

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Rates for professional staff generally Current rates for staff generally are: Professional staff

Rate $/hour

Partner

$350 – 400

Counsel

$320 – 380

Senior Associate

$250 – 320

Associate

$120 – 200

Trainee Lawyer

$80 – 120

Translator

$60

Some partners and staff with particular expertise are charged at rates outside these ranges

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Capability Statement . www.lexcommvn.com

GENERAL RATES AND FEES

Fees for support services and expenses Services

Rate not including VAT

Photocopying

$0.05 per page

Facsimile

$2.00 per page for overseas If the facsimile is longer than 10 pages, the rate is $1.50 per page plus $10.00

STD telephone calls other than through our tie line network (there is no charge for calls between our offices)

Current telecommunications carrier published rate plus 100% to cover our associated technology and administrative costs.

Secretarial and administrative staff overtime

We pass on the overtime paid to those staff engaged on your matter.

These rates are exclusive of all disbursements (including travel, photocopying, telecommunications, couriers and any other out-of-pocket expenses) and are exclusive of 10% VAT.

Capability Statement . www.lexcommvn.com

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Pham Ba Linh is a Founding Partner of Lexcomm (Vietnam) LLC, based in Ho Chi Minh City, Vietnam.

He is a commercially astute and highly experienced projects and energy lawyer with more than 17 years of legal practice, focusing on the areas of: • energy and resources; • infrastructure and transport; • project finance;

Pham Ba Linh Managing Partner LLB (Vietnam), LLM (Nottingham, England), FSIArb

• debt and equity capital markets, • derivatives; • mergers and acquisition; • restructuring and insolvency; • international arbitration.

Ba Linh wins praise from clients for his technical legal excellence as well as his outstanding commercial sense and pragmatic approach. Ba Linh has acted for project sponsors, financiers, governments, equity investors and major works contractors.

Ba Linh is admitted to practice in Vietnam as a qualified lawyer of the Hanoi Bar Association and a member of the Vietnam Bar Federation. He has worked in Hanoi, Ho Chi Minh City and Melbourne, Australia.

Ba Linh is an active member of the AmCham Energy Committee, the Infrastructure Working Group of the Vietnam Business Forum (VBF) and

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Capability Statement . www.lexcommvn.com

PROFILES OF KEY PERSONNEL

the Vietnam Energy Lawyers Group (VEL), and has genuine in-depth industry knowledge. He is a Fellow of the Singapore Institute of Arbitrators (SIArb).

Experience Ba Linh commenced his legal career as an upstream lawyer in the Vietnam Business Unit of BP Exploration, where his focus was in exploration and production, pipelines and IPP power projects. He also held the position of in-house counsel at the Bank of Tokyo-Mitsubishi UFJ (Hanoi branch).

In 2005, Ba Linh joined Frasers Law Company as a Senior Associate. He was seconded to leading Australian-based international law firm Freehills in its Melbourne office (Banking and Projects Practice Group) from 2008 to 2009 with a particular focus on all aspects of energy and major infrastructure projects in Australia both from project development and project finance perspectives.

Ba Linh has an acclaimed energy practice, and he regularly advises international oil and gas companies on a wide range of ‘big ticket’ energy and resources projects in Vietnam, including complex project structuring, upstream and midstream developments and acquisitions/divestments.

In addition, Ba Linh has represented numerous issuers and underwriters on a broad spectrum of public offerings and private placements of debt and

equity securities, and has substantial experience advising on and documenting OTC derivatives transactions and related credit support arrangements in Vietnam.

Ba Linh has written and presented papers at industry conferences on upstream oil and gas, pipelines, power, project finance and securities offering issues in Vietnam.

Professional background Ba Linh holds a Bachelor of Laws from Hanoi Law University and a Master of Laws (LLM in International Commercial Law) from the University of Nottingham School of Law, England.

Major projects and clients Ba Linh has advised on a broad variety of major transactions, including: Energy and resources Upstream Oil and Gas • advising BP Exploration on the development of the US$1.3 billion Nam Con Son gas project in southern Vietnam, including offshore Lan Tay and Lan Do gas fields (Block 06-1), midstream Nam Con Son gas pipeline transportation system and gas-fired power facility;

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• advising BP EFS (Singapore) on Vietnamese law issues relating to loan syndication, perfection and enforcement of security interests, foreign exchange controls and commodity price hedging arrangements; • advising JX Nippon on its bid to acquire several upstream oil and gas assets from ConocoPhillips in Vietnam; • advising Premier Oil on the divestment of interest in Block 07 offshore Vietnam; • advising a leading international oil company on the structuring of its proposed divestment of its Vietnam upstream assets and related transactional consents; • advising a leading international oil company in relation to its proposed acquisition of three companies holding several upstream oil and gas assets in Vietnam; • advising a leading international oil company on its upstream projects and project documentation in Vietnam; • advising a leading international oil company on production sharing agreements (PSC) and joint operating agreements (JOA) issues relating to the development of its Vietnam upstream assets; • advising a leading international oil company on supply chain management (SCM)/procurement issues and applicable bidding rules under Vietnamese law; • advising a leading international oil company on PSC related stabilisation issues; • advising a leading UK oil company on the enforcement of its proposed farm-out arrangement relating to one of its upstream exploration assets in Vietnam, and the triggering of PetroVietnam’s statutory pre-emptive right;

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• advising a leading Australian oil company on Floating Production, Storage and Offloading (FPSO)/time charter documentation issues; • advising a leading Australian oil company on the documentation of an Engineering, Procurement, Construction and Installation (EPCI) Contract in relation to the engineering, procurement, construction and installation of upstream facilities in an offshore block in Vietnam; • advising a leading Australian oil company on its 2D seismic acquisition services and offshore exploration drilling programs; • advising a leading Australian oil company on upstream change of control issues; • advising a leading Australian oil company in the documentation of PSCs and JOAs of the Vietnam upstream assets; • advising an international oil company on farm-in agreement documentation and PSC/JOA issues; • advising an international oil company on drilling approvals and issues; • advising an international oil company on upstream services agreement documentation; • advising an Australian oil company on option agreement to farm-in and related JOA issues under Vietnamese law; • advising an international oil company on Vietnamese law issues relating to licence retention and upstream change of control/ statutory pre-emptive right; • advising a leading oil company on the relinquishment process for its Vietnam PSC; • advising a leading international oil company on its divestment of an exploration asset offshore Vietnam;

• advising a leading UK oil company on various tax issues under the PSC;

• advising a leading international oil company in relation to sea surface rents;

• advising a leading Australian oil company on various upstream legal issues in relation to its producing and exploration assets in Vietnam;

• advising a leading Australian oil company on the Vietnam aspects of a proposed demerger and listing in the Australian Securities Exchange (ASX)

Capability Statement . www.lexcommvn.com

relating to its exploration assets of coal seam gas development in Vietnam; • advising an international oil company on joint development and overlapping claims area/ deepwater issues; • advising an Australian energy company on its potential coal seam gas development project; • advising Worley Parsons on structuring the contractual framework for petroleum engineering services joint venture with PetroVietnam; • advising the major US oilfield services corporation Halliburton on certain Vietnamese law issues; • advising a fully integrated oil and gas multinational in relation to the establishment of their legal presence in Vietnam; • advising one of the largest Japanese trading houses on a Bio-Ethanol long-term offtake arrangement with PV Oil and related financing issues; Midstream - Pipelines and LNG

• advising mandated lead arrangers on Government-guaranteed multi-sourced financings for a US$4.5 billion petrochemicals project in Vietnam; and • advising Alinta AGN Limited on backhaul gas transportation and gas swap services in accordance with the Access Arrangement in New South Wales, Australia.

Petrochemicals and refining • advising mandated lead arrangers on Government-guaranteed multi-sourced financings for a US$4.5 billion petrochemicals project in Vietnam; and • advising one of the largest Japanese trading houses on a long-term bio-ethanol offtake arrangement with PV Oil and related financing issues.

Power • advising international lenders on the project financing of the Nghi Son 2 1200MW BOT coal fired power project;

• advising a leading international oil company on pipeline right of way (ROW) issues relating to the US$4 billion offshore development and pipeline project in Vietnam;

• advising a leading international energy company in connection with its potential investment in the Duyen Hai 2 1200MW BOT coal-fired power project (US$1.5 billion);

• advising on the development and construction of a liquefied natural gas (LNG) project in Vietnam;

• advising a sponsor on its complex divestment in the Vung Ang 2 1200MW BOT coal-fired power project;

• advising a leading international oil company on gas sales and Government guarantee (GGU) related issues; • advising a leading international oil company on competition law issues relating to the upstream production and joint marketing of natural gas in Vietnam; • advising a leading international oil company on gas and power marketing issues under Vietnamese law; • advising a leading international oil company on LNG contracting and gas sales issues;

• advising BP Exploration and Phu My 3 BOT Power Company on the greenfield development of the 717MW gas-fired Phu My 3 BOT power project; • advising a leading French power company on a complex EPC contract for the 715MW gas-fired Phu My 2.2 BOT power project; • advising Vietnam Electricity (EVN) on power purchase documentation in relation to the 375 MW Hiep Phuoc captive power plant; • advising the borrower on the project financing of the 717 MW gas-fired Phu My 3 BOT power project;

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33

• advising VinaCapital on legal due diligence and share acquisition of various hydropower projects in Vietnam; • advising a Singapore-incorporated energy company in relation to its proposed joint venture with a Vietnamese municipal public works company located in the Mekong Delta with respect to providing waste-to-energy services; • advising ERM Braemar 2 Pty Ltd on gas sales issues in relation to its 450 MW Braemar 2 gasfired power project in Queensland, Australia; • advising Wind Power Pty Ltd on the development of its proposed 50MW wind farm project in Queensland, Australia; and • advising Altona Resources Plc on the development of its proposed Arckaringa Coal to Liquids (CTLs) and 1140MW Power Project in South Australia, Australia.

Mining and metals • advising on complex mining approvals process and related legal issues of the Ban Phuc Nickel Project in Vietnam; • advising and structuring a complex cross-border acquisition of mining assets in Vietnam; • advising a Canadian company with mining interests in Vietnam on the Vietnamese security package to be provided in relation to offshore loan facilities; • advising an offtaker on long-term offtake arrangements in relation to TSX listed Tiberon Mineral’s Nui Phao tungsten-fluorspar mining and production project in Thai Nguyen province, northern Vietnam; and • advising an international mining company on its proposed copper and gold development projects in Vietnam.

Infrastructure and transport • advising various equity investors on key publicprivate partnerships (PPP) structuring issues in relation to the development of the US$2.12

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Capability Statement . www.lexcommvn.com

billion Hanoi - Hai Phong Expressway BOT project (105.5km); • acting in relation to drafting and negotiating the loan facility and security documentation with respect to a proposed financing of a bridge and tollway project; • advising on construction issues in relation to Ho Chi Minh City Urban Railway Construction Project; • advising various major infrastructure bidders on risk allocation, contractual issues and documentation in relation to their proposed public private partnerships projects (e.g. schools development, desalination plant projects) in Australia; • advising on various private infrastructure investment, construction and engineering projects; • providing commentaries from a Vietnamese law perspective to the Ministry of Planning and Investment (MPI) and the Vietnam Business Forum (VBF) on draft PPP regulations; and • advising a leading consulting engineering firm on Vietnamese law issues relating to toll road development projects in Vietnam.

Project finance • advising international lenders on the project financing of the Nghi Son 2 1200MW BOT coal fired power project (including a comprehensive review of the full suite of project documents); • advising the borrower on the project financing of the US$412 million 717 MW gas-fired Phu My 3 BOT power project; • advising mandated lead arrangers on a proposed US$200 million senior secured reserve-based lending facility in respect of various Vietnam oil and gas assets; • advising mandated lead arrangers on Government-guaranteed multi-sourced financings for a US$4.5 billion petrochemicals project in Vietnam;

• advising mandated lead arrangers on APLMA multicurrency syndicated loan facilities secured by way of toll receivables under a long-term concession agreement and related hedging arrangements; • advising a large AAA-rated international commercial bank on a proposed acquisition of a loan portfolio (and attached security) of one of Vietnam’s leading commercial joint stock banks; • advising an international lender on a syndicated borrowing base facility that involves taking security over commodities in Vietnam; • advising a borrower on an acquisition finance of telecoms assets in Vietnam and related loan documentation issues (including structuring, contractual and regulatory issues relating to a comprehensive security package); • advising a leading equity investment fund on the restructuring of its investment in a joint stock commercial bank in Vietnam; • advising Mizuho Corporate Bank on Vietnamese law issues relating to re-insurances and enforcement of security interests in respect of the FPSO financing for the Su Tu Den oil field in Vietnam; • advising the Bank of Tokyo-Mitsubishi UFJ on indemnity and foreign exchange control issues; • advising ANZ Bank on various loan facilities and security documentation; • advising the International Finance Corporation (IFC), Asia Development Bank (ADB) and Proparco in relation to the debt restructuring of the Franco-Vietnamese Hospital, the first major international hospital in Ho Chi Minh City; • advising a foreign banking institution operating in Vietnam on the refinancing of its loan to RMIT, the first foreign owned and operated university in Vietnam;

financing of the acquisition of an ASX listed company which has interests in Vietnam; • assisting offshore lenders on provision of a legal opinion in relation to Vietnam Shipbuilding Industry Corporation (Vinashin)’s loan facility agreements; • advising a joint venture of Itochu Corporation and PV Oil regarding secured multicurrency syndicated loan facilities by international and Vietnamese banks for the development of a bioethanol project in Binh Phuoc province, Vietnam; • advising a leading investment bank on toll road development projects in Vietnam; • advising a non-Vietnam domiciled major mining company on the Vietnam aspects of a convertible debt finance facility agreement with offshore lenders and related issues on the perfection and enforcement of security interests in Vietnam; • advising a borrower on and documenting contractual subordination arrangements relating to secured syndicated financings provided by various international development finance institutions, including FMO, DEG and Swedfund; • advising a finance lease company on liquidation issues; • advising on the Vietnam aspects of the provision of cross-border FX products and services by a non-Vietnam domiciled company, and related foreign exchange control implications; • advising an international bank on the instalment payment financing issues; • advising a foreign bank on the establishment of its 100% foreign owned banking subsidiary in Vietnam for the provision of retail banking and securities services; and • advising various property developers in relation to the financing of their property development projects.

• advising IFC in relation to three financings to Vietnamese privately owned companies; • advising on the Vietnam aspects of the proposed

Capability Statement . www.lexcommvn.com

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Debt and equity capital markets • advising one of Vietnam’s largest State-owned enterprises on its proposed US$1 billion Rule 144A/Reg S international bond offerings; • advising a leading fund manager on private placement memorandum and fund manager issues relating to a US$350 million private placement; • advising joint lead managers (JLMs) in relation to a proposed private placement of shares in a leading power company to foreign strategic investors; • advising a leading international mining company on the Vietnam aspects of a private placement memorandum (PPM) in relation to the offerings for sale of senior secured redeemable gold delivery promissory notes and detachable common stock purchase warrants to accredited investors pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act; • advising on the Vietnam aspects of a private placement of shares in a mining company listed on the Toronto Stock Exchange (TSX) which has mining interests in Vietnam; • advising a leading Australian oil company on the Vietnam aspects of a proposed demerger and listing in the Australian Securities Exchange (ASX) relating to its exploration assets of coal seam gas development in Vietnam; • advising on a prospectus relating to the initial public offering (IPO) of ordinary shares by a nonVietnam domiciled company which has interests in Vietnam and listing on the Singapore Exchange Securities Trading Limited (SGX-ST); • advising on legal due diligence issues in relation to the proposed IPO of securities of a Singapore listing vehicle on the London Stock Exchange’s Alternative Investment Market (AIM); • advising TPG on its investment in a subsidiary entity of Masan Group, one of Vietnam’s largest privately-owned corporate groups, by way of convertible bonds;

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Capability Statement . www.lexcommvn.com

• advising project sponsors in relation to a private placement of shares and related contractual subordination arrangements with senior lenders; • advising a private equity fund on the Vietnam aspects of a proposed US$50million convertible debt offering by a leading Vietnamese private company; • advising on equity swap issues in relation to a proposed share-backed financing in Vietnam; • advising on the proposed international offering of convertible bonds by a Vietnamese privately owned company; and • advising institutional clients (including corporate issuers, investment banks and investors) on debt and equity securities offerings and preparing various offering documentation.

Derivatives • advising ANZ Bank on the structuring and documentation of FX and derivatives transactions in Vietnam; • advising ANZ Bank on the enforceability of New York law governed credit support arrangements (New York Annex) in Vietnam in respect of its proposed derivatives transactions; • advising Credit Suisse Singapore on derivatives structuring and enforceability in Vietnam; • advising Deutsche Bank Singapore on loan facilities and derivatives transactions; • advising a Singapore based international company on ISDA Master Agreement documentation and enforceability issues; • advising a leading total asset management company on the 2002 ISDA Master Agreement, master netting and hedging documents; • advising BP EFS (Singapore) on Vietnamese law issues relating to loan syndication, perfection and enforcement of security interests, foreign exchange controls and commodity price hedging arrangements;

• advising on equity swap issues in relation to a proposed share-backed financing in Vietnam; • advising on a wide range of complex credit and equity derivatives transactions and products; and • advising a major international maritime carrier on the Vietnam aspects of freight receivables securitisation.

Mergers and acquisitions • advising a leading international oil company on the proposed acquisition of ConocoPhillips’ Vietnam upstream assets (valued at US$1.5 billion), including Block 15-1 (Cuu Long JOC), Block 15-2 (Rang Dong) and the Nam Con Son Pipeline; • advising a leading international oil company in relation to its proposed acquisition of three companies holding several upstream oil and gas assets in Vietnam; • advising an international insurance group in relation to its bidding to acquire a strategic stake in the largest Vietnamese State-owned insurance entity Bao Viet Group being privatised; • advising Fosters’ Vietnam on the divestment of its breweries in Vietnam (US$105 million); • advising Cooperative Bulk Handling (CBH) in relation to the acquisition of a 75% share in the Intermilling Group of companies including acquisition of the majority interest in Interflour Vietnam Limited; • advising TPG on its investment in a subsidiary entity of Masan Group, one of Vietnam’s largest privately-owned corporate groups, by way of convertible bonds; • advising Gaw Capital Partners, a leading Hong Kong-based real estate private equity firm on its US$106 million acquisition of an existing portfolio of real estate projects in Vietnam from Indochina Land Holdings 2 Ltd; • advising Suntory Holdings Limited on its acquisition of a 51% interest in PepsiCo’s Vietnam beverage business;

• advising a major Japanese steel manufacturer on its acquisition of a significant equity stake in a large-scale steel manufacturing company, domiciled in Vietnam (total investment in excess of US$1.2 billion); • advising ANZ Bank on a proposed acquisition of a finance company in Vietnam; • advising a Hong Kong based private equity fund on the acquisition of shares in a leading Vietnamese pharmaceutical company in the securities market via the HCMC Stock Exchange; • advising on the Vietnam aspects of a proposed European bank merger; • advising a major fund manager on legal due diligence and share acquisition of various hydropower projects in Vietnam; • advising an international mining company on the Vietnam aspects of its proposed offshore amalgamation and provision of a title opinion; • advising a large, publicly-listed Japanese retail company in relation to two separate, multifaceted investment and strategic collaboration initiatives in connection with the supermarket, mini-supermarket, and convenience store retail distribution sectors in Vietnam; • advising a major international steel producer in relation to its interest in acquiring a stake in one of the largest foreign direct investment projects in Vietnam; • advising a leading fund manager in relation to its proposed acquisition of major property development projects in Vietnam; • advising a large steel manufacturer and its affiliates and co-investors in relation to the proposed acquisition of shares of a Vietnam listed joint stock corporation; • advising a leading private equity fund in relation to its proposed acquisition of shares in a leading Vietnamese FMCG public company; and • advising a European private equity fund in relation to its acquisition of shares in unlisted

Capability Statement . www.lexcommvn.com

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Vietnamese companies, within the financial, agribusiness, branded consumer goods, packaging materials and retail sectors.

Restructuring and insolvency • advising lenders on complex types of debt restructurings; • advising an international lender on liquidation issues relating to a finance lease company.

International arbitration • representing claimants in ICC arbitration proceedings seated in Singapore in respect of a complex tax indemnity dispute; • advising an international EPC contractor in a potential claim against project sponsors arising from the development and construction of a pulp mill in Vietnam; • representing claimants in a civil judgments enforcement against VietinBank, a major joint stock commercial bank in Vietnam; • advising on complex contracts and international joint venture disputes; • advising on construction and engineering claims under institutional arbitration rules; • advising on high-profile and complex energy and natural resource disputes involving complex legal and factual issues; • advising on investment protection and treaty arbitration; and; • advising clients on the scope of arbitration agreements and enforcement of foreign arbitral awards in Vietnam.

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Capability Statement . www.lexcommvn.com

Nguyen Viet Ha is a Founding Partner of Lexcomm (Vietnam) LLC. He is highly regarded for his versatility as a corporate and commercial solicitor and advocate, and his experience in the areas of: • IT, media and telecoms; • Infrastructure projects; • Insurance;

Nguyen Viet Ha Partner LLB (Vietnam), LLM (Japan)

• Mergers and acquisitions (M&A); • Capital markets; and • Corporate.

Ha appears frequently before regulatory agencies and large scale Vietnamese governmental groups such as the Ministry of Information and Communication, the Ministry of Industry and Trade, the Ministry of Transport.

Over the years, Ha has played an active part in the direction of various legal professional committees, including the Hanoi Bar Association, Hanoi Law University.

Ha has frequently appeared as a leading lawyer in IT, media and telecoms transactions in Vietnam. He is also recommended in the area of venture capital in relation to high-tech start-up enterprises in Vietnam.

Ha is a member of the Hanoi Bar Association.

In 2014, Ha was admitted to the New York State Bar Association.

Experience In 1994, Ha commenced his legal career, joining Freehills in their Hanoi Branch, as one of the first Vietnamese lawyers in a foreign law firm in Vietnam.

Ha has been actively practicing in the IT, media and telecoms sector for 20 years. In his role as in-house counsel with Vietnam Post and Telecommunications Group (VNPT), he appeared as leading counsel in charge of many large scale foreign investment projects (including business cooperation contracts with Telstra, France Telecom, NTT, Korea Telecom, Comvik and Vinasat 1) in Vietnam’s telecom sector from 1994 to 2005.

Ha was also the head counsel for Vietnamobile, a brand of Hutchison

Capability Statement . www.lexcommvn.com

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Telecom International in Vietnam, providing mobile phone services in Vietnam.

Ha was Senior Assocciate of Frasers Law Company for more than 9 years.

Ha and his partners formed Lexcomm (Vietnam) in January 2016, bringing with him a diverse range professional experience garnered over a period of 23 years, in Vietnam and also Japan and ASEAN countries.

Professional Background Ha graduated in 1994 with a Bachelor of Law degree in Commercial Law from Hanoi Law University and Bachelor of Science degree in information and communications from Hanoi Technology University (1994-1998).

Following his successful participation in a nationwide legal competition in 2002, Ha was awarded a full scholarship to read a Masters of Law (LL.M) at the School of Law, Niigata University (Japan). During the years 2002-2005, Ha focused mainly on E-commerce and M&A in the IT, media and telecoms sector.

Recent transactions Ha has recently been involved in the following matters: IT, Media and Telecommunications • advising a government-related organisation on the legal provisions relating to the protection and enforcement of petty patents in Vietnam, and administrative sanctions, remedies and responsibilities of Internet service providers for various breaches of copyrights and industrial property rights on the Internet; • advising variors international telecoms carriers in provide cross border telecom and IT services (VPN, IP, MVNO etc.) into Vietnam and regions; • advising in the equitisation and acquisition and merge of mobile telephone operators in Vietnam; • advising on acquisition of the biggest pay TV network of Vietnam Television the dominant Pay TV operator in Vietnam;

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• advising a foreign telecommunications operator in relation to the liquidation of its Business Cooperation Contract (BCC) with the Vietnam Posts and Telecommunications Group (VNPT), including in relation to the provision of insurance upon termination, as well as related indemnity provisions; • advising a leading international oil and gas company in relation to the ability to install a private telecom network in Vietnam for its oil and gas operations in Vietnam; • advising a satellite communications company in relation to requirements for a landing license with respect to the provision of broadband media; • acting for Vietnam Electricity’s telecom subsidiary on its restructuring and merging with Viettel; • acting for an international mobile operator to obtain a facility base operation service to deploy a network in Vietnam with a total investment capital in excess of US$1 billion; • advising a British telecommunications company on Vietnamese law with respect to terms of privacy, data processing and data retention; • acting for the VNPT Group on several telecommunication infrastructure projects including: • developing telecommunications infrastructure in the 10 central provinces of Vietnam funded by a Japanese financial institution, and • developing the national submarine telecommunication cable network; • acting for an international fund in relation to its investment portfolio (valued at more than US$200 million) in telecommunications operations in Vietnam and the Indochina region; • providing ongoing Vietnam legal counsel to global wireline telecommunication, mobile network and broadband Internet services providers; and

• advising a subsidiary of a large global telecommunications company on the regulatory requirements in relation to cloud-based VPN services.

Corporate and M&A • acting for a US satellite broadcasting firm in relation to the long- term lease of the transponders on Vinasat-2; • acting for an international investment fund on the restructuring of its telecom investments in Vietnam and the ASEAN region; • advising a large manufacturer in relation to a major trademark dispute in which a former distributor in Vietnam succeeded in registering a number of marks imitating those of our client’s, which were not yet registered in Vietnam; • advising and assisting a multinational retail and corporate group on two separate acquisitions in the supermarket/convenience store/minimart market in Vietnam; • acting as legal advisor for a large steel manufacturer and its affiliates and co-investors in relation to the proposed acquisition of shares of a Vietnam listed joint stock corporation; • advising a global investment and M&A organisation on its investment portfolio in Vietnam; • acting for Japanese clients in relation to various acquisitions in the beverage, food and pharmaceutical industries in Vietnam; • acting for an international fund on its investment portfolio in hydropower generations in Vietnam and Singapore; and • advising on various M&A transactions in goods distribution, real estate, communications, TMT and infrastructure development; • advising TPG on its investment in a subsidiary entity of Masan Group, one of Vietnam’s largest privately-owned corporate groups, by way of convertible bonds;

• advising Gaw Capital Partners, a leading Hong Kong-based real estate private equity firm on its US$106 million acquisition of an existing portfolio of real estate projects in Vietnam from Indochina Land Holdings 2 Ltd; • advising Suntory Holdings Limited on its acquisition of a 51% interest in PepsiCo’s Vietnam beverage business; • advising a major Japanese steel manufacturer on its acquisition of a significant equity stake in a large-scale steel manufacturing company, domiciled in Vietnam (total investment in excess of US$1.2 billion); • advising ANZ Bank on a proposed acquisition of a finance company in Vietnam; and • advising a Hong Kong based private equity fund on the acquisition of shares in a leading Vietnamese pharmaceutical company in the securities market via the HCMC Stock Exchange; Power Projects • acting for a Japanese financial institution in respect of its proposed role as a cornerstone foreign lender to project bidders for the Nghi Son 2 1200MW coal fired power generation project to be undertaken on a Build-Operate-Transfer (BOT) based in Vietnam; • acting for Song Da Corporation in the establishment of investment projects and financing arrangement in the North of Vietnam, including Son La Hydroelectric Plant in Son La Province (total investment capital US$2.6 billion); • acting for the developers of Vinh Son Song Hinh hydro power project; and • advising on various coal fired power BOT projects.

Oil and Gas • advising an integrated oil company in relation to its proposed acquisition of three companies holding several assets in upstream oil and gas in Vietnam;

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• acting for a US diversified oil and gas, multinational manufacturing corporation in relation to a strategic market study in Vietnam, as well as advising on its production sharing contract negotiations in various different oil and gas blocks in Vietnam; • acting for a US enterprise on a complex value chain gas project including up-stream, midstream and down-stream sub-projects in Vietnam; and • acting for one of Vietnam’s largest state-owned enterprises on its proposed US$1 billion Rule 144A/Regulation S international corporate bond issue.

Capital Market • acting for VTV Cab to issue corporate bonds to foreign investors; • acting for foreign investors in purchasing convertible bonds of Masan Group; • acting for REE in issuance of the corporate bonds to foreign invetsors; • advising one of Vietnam’s largest State-owned enterprises on its proposed US$1 billion Rule 144A/Reg S international bond offerings; • advising a leading fund manager on private placement memorandum and fund manager issues relating to a US$350 million private placement; • advising joint lead managers (JLMs) in relation to a proposed private placement of shares in a leading power company to foreign strategic investors; • advising a leading international mining company on the Vietnam aspects of a private placement memorandum (PPM) in relation to the offerings for sale of senior secured redeemable gold delivery promissory notes and detachable common stock purchase warrants to accredited investors pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act; • advising on the Vietnam aspects of a private

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placement of shares in a mining company listed on the Toronto Stock Exchange (TSX) which has mining interests in Vietnam; • advising TPG on its investment in a subsidiary entity of Masan Group, one of Vietnam’s largest privately-owned corporate groups, by way of convertible bonds; • advising project sponsors in relation to a private placement of shares and related contractual subordination arrangements with senior lenders; • advising a private equity fund on the Vietnam aspects of a proposed US$50million convertible debt offering by a leading Vietnamese private company; • advising on equity swap issues in relation to a proposed share-backed financing in Vietnam; • advising on the proposed international offering of convertible bonds by a Vietnamese privately owned company; and • advising institutional clients (including corporate issuers, investment banks and investors) on debt and equity securities offerings and preparing various offering documentation.

Luong Van Trung is a Founding Partner of Lexcomm (Vietnam) LLC, based in Ho Chi Minh City, Vietnam.

Trung is has over 17 years of experience in legal practice related to foreign direct investment, securities and capital transaction, project financing, private equity, commercial and corporate matters, and 6 years of general and investment compliance. His experiences focus on the areas of: • capital market and finance; • M&A, corporate and transaction;

Luong Van Trung Partner

• construction, real estate; and • dispute solutions.

LLB (Vietnam), GDL (University of Law, England)

Trung is an arbitrator at Vietnam International Arbitration Centre (VIAC) (investment, finance, real estate &construction, corporate and commercial matters).

Arbitrator at Vietnam International Arbitration Centre (VIAC)

He is a member of professional associations including: • Ho Chi Minh City Bar Association; • Vietnam Bar Federation; • Inter-Pacific Bar Association (IPBA).

Trung is also a member of Board of Representatives of two investment funds: • MB Capital Vietnam Bond Fund (MBBF) • MB Capital Value Fund (MBVF) managed by MB Capital.

Professional background Trung is admitted to practice in Vietnam as a qualified lawyer of the Ho Chi Minh City Bar Association and a member of the Vietnam Bar Federation. He has worked in Hanoi and Ho Chi Minh City.

Trung a Bachelor of Laws from Hanoi Law University and Graduate Diploma in Law (a law conversion course for legal background to be qualified as solicitor or barrister in England and Wales and covering roughly the same content as a Law degree (LL.B) from the University of Law, England.

Trung started his legal career by joining two leading local law firms before working for a multi-national FMCG company as legal manager in charger of commercial, regulatory and corporate matters. He later moved to Manulife Financial as legal counsel and compliance officer for both life insurance and fund management business, where he was

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also responsible for legal matters and general and investment compliance of both companies, including building and implementing internal control policies.

Trung had been General Counsel and Chief Operating Officer at Saigon Asset Management (SAM), who manages two funds listed on Frankfurt Stock Exchange with total asset value of US$125 million investing in private equity, OTC and listed stock and real estate projects, for 4 years (2007 – 2011). He then resigned from full-time management at SAM but still acted as an external advisor of the company before he has become a member of its Board of Advisors since 2014.

Before joining Lexcomm (Vietnam) LLC, Trung had been the Managing Partner of Bross & Partners LLC, where he made significant contribution to the firm’s high ranking by Legal 500, IFLR 1000, Chambers Asia Pacific, Asia Law Profile.

Notably, Trung was awarded as Asia Leading Lawyer 2015 for Banking & Finance, Capital Markets and Dispute Resolution.

Trung has written numerous articles and publications The Saigon Times (the most prestigious business magazine in Vietnam) on various matters of investments, contract, real estate, M&A, company and others.

Major projects and clients Trung has worked on a broad variety of major transactions, including: Capital Market and Finance • Participating in drafting placement memorandum (prospectus) for two investment funds to raise successfully US$125 million and subsequently listed on Frankfurt Stock Exchange; • Working with a leading law firm in the USA and one in Cayman Islands for 4 years on the laws of USA, Germany and Cayman Islands related to forming and operation of 2 funds, their investment manager and 11 SPVs; • Taking part in drafting placement memorandum (prospectus) for other 5 funds: Media Fund,

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Smart Money Fund, Distress Asset Fund, Infrastructure Fund and Energy Fund; • Acting as member of Investment Committee of 2 funds investing in equity and real estate with US$125 Million; • Responsible for all legal and corporate matters of Cayman Islands investment management company managing two investment funds with 12 subsidiaries established in both Cayman Islands and Vietnam for 4 years; • Responsible for all legal matters and investment compliance relating to investment management of US$125 million investing in private equity, merger & acquisition, equity and real estate projects for 4 years; • Advising and assisting a MB Capital on forming MB Capital Bond Fund (MBBF) (a mutual fund of fixed income investment); • Advising and assisting a MB Capital on forming MB Capital Value Fund (MBVF) (a mutual fund of equity investment); • Reviewing custodial services agreement and supervisory services agreement with various top foreign banks operating in Vietnam, such as HSBC, Citibank, Deutsche Bank, etc.

• Advising the borrower on the project financing of the US$180 million for a hydro power project.

Energy & Infrastructure • Having advised Southern Hydropower Joint Stock Company (SHP) for over 6 years on its projects and day-to-day business; • Assisting a SHP in successfully persuading EVN and Ministry of Finance to agree on the electricity price applied to private sector when the company has over 51% of capital from a fully State-owned company and a company with more than 51% shares held by the State; • Advising and preparing the term sheet and draft of the Joint Venture (Shareholder) 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 Vietnams.

M&A and Corporate Matters • Advising Vinaconex – Viettel Finance Company in a merger with a SHB Bank, including advising the divestment by Viettel in the company, merger plan to be submitted to State Bank of Vietnam and necessary contracts and corporate papers to complete the transaction; • Advising MB Bank in a merger with a Song Da Finance Company, including due diligence and necessary contracts and corporate papers to complete the transaction; • Advising an unprecedented transaction of US$12.5 million of Duc Long Gia Lai Group (DLG) in which DLG issued new shares to Global Emerging Markets (GEM) via private placement but for exchanging shares held by GEM in an offshore company instead of money.

The transaction required the approval by State Securities Commission for the private placement via share exchange and by Ministry of Planning & Investment for an overseas direct investment regarding the holding shares in an offshore company; • Advising and reviewing a capital transfer contract between a leading local bank and an investment fund for an acquisition by the bank of 70% capital in a foreign-invested company with the transaction value of over US$12 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 with the transaction value of over US$5 Million; • Drafting contract of sale of ice cream business between a multinational company and a Vietnamese company;

• Drafting and implementing corporate and investment compliance policies related personal investing, trade allocation, best execution, conflicts of interest, third party related transaction, valuation, anti-money laundering and anti-terrorist financing, corporate reputation risk, procurement procedures, etc. for 1 life insurance company, 1 local fund manager, 1 offshore investment manager and 3 funds under their respective management.

Foreign Investment • Advising Samsung in technology transfer and applying for new business activities related to export, medical devices distribution; • Advising and assisting New Hope in restructuring its ownership and capital in its 3 subsidiaries in Hanoi, Ho Chi Minh City and Dong Thap and registration of such changes; • Advising and assisting Uber in several matters related to business and investment registration in Vietnam; • Advise Nissan in applying for new business activities related to manufacturing and distribution and setting up new branch in Ho Chi Minh City with total investment capital of US$53 Million; • Assisting over 30 foreign investors in establishing their subsidiary in Vietnam to do business in distribution, education & training, software and production and advise on legal matters related to their post-licensing operation; Real Estate & Construction • Advising NBB in structuring, negotiation and contracts (e.g. bond subscription, mortgage, guaranty, share subscription, escrow account agreement, etc.) for an investment by Creed into City Gate residential project in form of bond with the value of around US$30 million. In addition, the structure and contracts for this transaction will apply for the cooperation between two companies in other projects;

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• Advising structure of combining 2 new township projects with total area of 1,543 ha in Dong Nai and of joint venture between 2 project owner and a Japanese developer;

• Advice and assist a listed company in industrial zone in Long An province in a claim by its contractor for variation work at value of over US$800,000;

• 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 5,400m2 in Ward 11, Tan Binh District, Ho Chi Minh City between a local company and a foreign real estate investment fund with the transaction value of over US$18 Million;

• Advising and assisting a construction company, that is sub-contractor, in Can Tho City in a dispute between its contractor association and the owner of a project financed by German Government with the value in dispute of EUR208,989.64;

• 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 14,000m2 in An Phu Ward, District 2, Ho Chi Minh City between two local companies and a foreign real estate investment fund with the transaction value of over 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 with the transaction value of over US$40 Million;

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• Advising a hydro power joint stock company in 3 legal actions for claiming advance based on advance refund guarantees by a local bank for a construction company in 2 hydro power project in Lam Dong province with the value in dispute of over US$2 Million; • Advising and representing for hydro power joint stock company in site clearance compensation with a tea planting and processing company in Lam Dong province with the value in dispute of over US$12 Million; • Advising and representing a multinational auditing company in 3 debt recovery claims against its clients in Vietnam with the value in dispute of over US$100,000;

Arbitration and Dispute Resolutions

• Acting as an authorized representative of a 100% foreign-owned company producing and distributing lubricants in two civil litigations of debt recovery before Vietnamese courts;

• Having acted as arbitrator in 15 disputes at VIAC since May 2014. The disputes are related to construction, engineering, sales of goods, services, logistics and lease;

• Acting as an authorized representative of a 100% foreign-owned company producing and distributing under-wares in labour litigation before Vietnamese court;

• Advising and assisting a listed company in confectionary in Bien Hoa in dispute with insurer in a claim of insurance compensation for factory fire with the claim value of over US$8 Million;

• Acting as defending lawyer for a leading foreignowned company producing cement in an economic litigation with the disputed value of over $5 million before Vietnamese courts;

• Acting as legal advisor and defending lawyer in a legal action in relation to payment guarantee obligation for a local leading real estate developer in Ho Chi Minh City with the value in dispute of US$14 Million;

• Acting as defending lawyer for a leading foreignowned company doing business in hotel in an economic litigation with the disputed value of over $4 million before Vietnamese courts;

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• Advising an Australian diplomat in a claim of

obstetrics malpractice against an international SOS service provider/clinic in Ho Chi Minh City with the damages of over US$2 Million; • Representing a life insurance company in over 10 lawsuits related to insurance claims before court of various provinces within Vietnam.

Publications • “The Rights of purchasing shares and of setting up shareholding company by foreign investors [in Vietnam]” in Magazine of Club of Foreigninvested Companies, 2000 (No.: 15, October 2000, dated 10/10/2000, page 13, 14 and 24);

• “M&A: the terms calling for special attention” (The Saigontimes, No. 45-2013, dated 7/11/2013); • “Proportionality Test in State Administration” (The Saigontimes, No. 2-2014, dated 9/1/2014); • Discussion on “Circular 01/2014/TTLT-NHNNBXD-BTP-BTNMT on mortgaging future residential houses organized” by VTV9 and broadcasted on 18/6/2014; • “Ban on Alcohol Sale: Good but Reasonable or Not?” (The Saigontimes, No. 30-2014, dated 24/7/2014);

• An interview published on Securities Magazine (Ministry and Planning and Investment of Vietnam) in the title: “Many investors interested in shares of foreign invested shareholding companies [in Vietnam]” (No.: 49, dated 10/11/2000, page 21);

• “Right to Sale of Mortgaged Asset: Fairer for Borrower” (The Saigontimes, No. 32-2014, dated 7/8/2014);

• “Proper Interpretation of the Circular 148/2010/ TT-BTC on Anti Money Laundering” (published on various web-based newspapers);

• “Motorbike Restriction: Public Interest and Citizen’s Right” (The Saigontimes, No. 35-2014, dated 28/8/2014);

• “Integration Gap, from the accusation by Global Witness” (The Saigontimes, No. 22-2013, dated 30/5/20013);

• “The economic consequences caused by the lengthy civil proceedings” (The Saigontimes, No. 22-2015, dated 28/5/2015);

• “Lessons from the Contract between Bao Son and Bao Long” (The Saigontimes, No. 26-2013, dated 27/6/2013);

• “Using Celebrity’s Name and Moral Right”, (The Saigontimes, No. 23-2015, dated 4/6/2015);

• "Bankruptcy of Real Estate Enterprises: Really Scaring?” (The Saigontimes, No. 28-2013, dated 11/07/2013);

• “Corporate Seal: Child Overreaching Parents Causes Dilemma” (The Saigontimes, No. 332014, dated 14/8/2014);

• "Equality, Justice and Courts’ Role", (The Saigontimes, No. 26-2015, dated 25/6/2015).

• “Fiduciary Duties [as a underlying philosophy of business ethics rules]” (The Saigontimes, No. 332013, dated 15/8/2013); • “Duties Toward the Money Held on Trust” (The Saigontimes, No. 34-2013, dated 22/8/2013); • “M&A: to avoid the disadvantages in sale of business” (The Saigontimes, No. 37-2013, dated 12/9/2013); • “200 Million Dong and 3 Months” (The Saigontimes, No. 38-2013, dated 19/9/2013);

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Lexcomm Vietnam LLC Hanoi Office Unit 1702, Level 17, TNR Tower 115 Tran Hung Dao Street Hoan Kiem District, Hanoi Tel +84 4 39710888 Fax +84 4 39710999 Ho Chi Minh City Office Unit 2106-07, Level 21, Saigon Trade Center 37 Ton Duc Thang Street, District 1, Ho Chi Minh City Tel +84 8 3936 5018 Fax +84 8 3936 5019 info@lexcommvn.com www.lexcommvn.com