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Question :: I am a member of the Supervisory Commission (the Commission) of a public company which is unlisted and termed from 2007 to 2010. Until now, my term is still valid. In 2009, I was [not] invited to attend any meeting of the company’s Commission. Recently, I also did not attend the Commission’s meeting to produce the Commission’s Report for submission to the General Shareholder’s Meeting (the Meeting) year 2010 on April 9. I was informed that this Commission’s Report was built by the Commissions’ Director (the another member of the Commission also did not attend). I would like to ask you whether the operation of the Commission like that is legal or not? Is the Report mentioned above legal? What should I do to comply with the rights, duties and obligations of a Commission’s member?
Question :: I am a president of the Management Board (“the Board”) of a public company. As per regulations, the term of the Board, Supervisory Commission (“the Commission”) is five (5) years. Therefore, the first term of the Board, Commission is due on November 2010. However, in order to facilitate the voting of the Board, the Commission in the second term, the Board would like to submit the General Shareholder’s Meeting (“the Meeting”) with the latest on April 19, 2010 for renewal of the first term of the Board, the Commission until April 2011. So, the question is that is the renewal true or not? If the shareholders are not taken opinions directly at the Meeting, can the Board collect opinions indirectly from shareholders in writing? If the Meeting does not pass the renewal, how can the voting of the Board, the Commission be taken in compliance with laws?
Question :: Our company registers shares at the Securities Depository Central (SDC), but cannot deposit, of which my 10.000 shares. So, can I transfer directly 2.000 shares to my brother and compliment 2.000 shares to my wife?

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LEGAL NEWS

Approximate US $81 Million Contract Signed between Ha Tien 1 Cement and Polysius AG

On 12 May 2006, Ha Tien 1 Cement Company of the Vietnam National Cement Corporation signed an approximate US $81 million contract for the Supply of Clinker Equipment, Design and Technical Services with the German Polysius AG, a company of ThyssenKrupp Technologies.

This sucsessful deal was advised by YKVN and LuatViet – the leading business law firms in Vietnam, which are the legal counsels of the Binh Phuoc Cement Plant Project.

Under the signed contract, Polysius AG will design and provide a complete equipment system for the clinker production line at the Binh Phuoc Cement Plant. The Plant, located at Thanh Luong Village, Binh Long District, Binh Phuoc Province, has a minimum guaranteed capacity of 5,500 tons of clinker per day which is equivalent to 1.76 million tons of clinker per year.

The Binh Phuoc Cement Plant Project was approved by the Prime Minister in Decision No. 371/QD-TTg dated April 3, 2003 and consists of the main plant and ancillary facilities at Ha Tien 1 Road, Thanh Luong Village and the grinding station at Phu Huu, District No. 9 in Ho Chi Minh City.

Mr. Nguyen Ngoc Anh, General Director of Ha Tien 1 Cement Company said, “This is the first cement plant entirely developed by Ha Tien Cement 1 Company and one of the most significant projects developed by companies under the management of Vietnam National Cement Corporation in recent years. The ability to develop and arrange financing for this Project marks a major step forward for the domestic cement industry.” Mr. Ngoc Anh added, “The Project is suitably located in Binh Phuoc Province with readily available raw materials and links to major transportation hubs. The Project will boost the economic development of the South East area and create employment for the region.”

“The tailor-made cement equipment system by Polysius will be of high quality, state of the art and tropicalized to ensure a smooth, safe and efficient operation of the main clinker production line. Polysius AG will also provide the associated technical services and help up-skill Ha Tien 1 employees”, said Mr Axel Hoene, Senior Sales Executive of Polysius. Commenting on the partnership with Polysius AG, Mr Ngoc Anh further noted, “Polysius AG has been a long term partner with the partnership dating back to 1974 when it first assisted Ha Tien 1 expand cement and clinker production capabilities. We believe that Polysius AG’s highly regarded professional expertise worldwide and our long term relationship means that the Binh Phuoc Cement Plant will be successfully implemented”.

The total investment capital of the Binh Phuoc Cement Plant is approximately VND 4,750 billions. To accommodate this high level of investment, Ha Tien 1 Cement Company has successfully arranged an VND 1,980 billions onshore financing from a syndicate of four Vietnamese State-owned banks led by the Bank for Investment and Development of Vietnam and an US$ 150 millions offshore ECA-guaranteed financing from Societe Generale.

This major supply contract is one of seven contract packages for this Project. The Polysius contract is the largest and Ha Tien 1 Cement Company is actively selecting contractors for the other packages. It is anticipated that all contractors will be selected by the end of this year.

The construction of the Binh Phuoc Cement Plant is scheduled to start in year 2006 and end in year 2008.

About Ha Tien 1 Cement Company and Polysius AG

Ha Tien 1 Cement Company is a company under the management of Vietnam National Cement Corporation which is a Vietnamese state corporation with the largest cement production capacity in Vietnam. It owns eight cement and grinding plants with an estimated capacity of 11.2 million tons per year and holds approximately 55% of the domestic market share. Ha Tien 1 is one of the biggest cement producers and distributors in Vietnam and holds a strong market share in southern Vietnam.

Polysius AG is one of the world's foremost engineering companies specialising in the design and supply of equipment for the cement and minerals industries - a position it owes to its outstanding quality products and services. Its history spans over approximately 150 years and its presence is worldwide through its 13 group member companies spread across five continents. Customers thus have competent partners on-the-spot who all follow the same principles and offer identical future-oriented technologies tailored to the specific needs of each case. This is provided on the basis of a common research and development platform, combined with professional project and order-processing management.