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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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PART VI

BANKRUPTCY OF ENTERPRISE

Bankruptcy of enterprises in Vietnam is governed by the 2004 Bankruptcy Law and other relevant regulations. Enterprises incapable of repaying their due debts at creditors’ request are alleged to fall in bankrupt state.

1.Application for opening bankruptcy procedures

Unguaranteed or partially guaranteed creditors, laborers' representatives or trade union representatives, shareholders or groups of shareholders of a joint stock company, partnership members of a partnership company, the owner or the lawful representative of such enterprise in certain regulated conditions may request the Court to open bankruptcy procedures when the enterprise is in bankrupt state. A District People’s Court is vested the jurisdiction on bankruptcy procedures applicable to the enterprises registered at the business registrar of such district and the Provincial People’s Courts deal with other enterprises, including foreign- invested enterprises.

2.Application Reception and Procedures at Court

Within 30 days of receiving application, a Decision shall be issued to open or not open the bankruptcy procedures by the competent court upon careful consideration of the adequate evidences of the bankrupt state of the related enterprise. Within 7 days as from the date of the Decision on opening bankruptcy procedures, the court must notify the relevant enterprise of the decision and set up the asset management and liquidation teams to manage and liquidate the properties of such enterprise.

3.The property management and liquidation team (Receiver)

The asset management and liquidation team is established for managing and supervising the use of properties of the enterprise after the decision on opening bankruptcy procedures is issued and shall be responsible for its performance before the judges.

4.Business activities allowable during bankruptcy procedures

During bankruptcy procedures, all business of the enterprise shall be carried out as usual, yet under the supervision and inspection by judges and the property management and liquidation team. Besides, under the Law on Bankruptcy some businesses are forbidden while some subject to the Judge’s approval.

5.Creditors’ Conferences and Business Reorganization

The creditors’ conference is convened and presided over by the judge for adopting matters in relation to seizing properties of enterprise, plans on business reorganization, plan on property liquidation and other related issues. The judge may issue a decision to effect the plan on business reorganization which has been adopted by the first creditors’ conference. The implementation of plans on business reorganization shall be no longer than 3 years. Upon completion of the plan followed by the judge’s decision on the same such enterprise shall be regarded as no longer falling into the state of bankruptcy.

6.Liquidation

The judge shall initiate property liquidation procedures in the following cases: The implementations of business reorganization measures could not afford to repay the enterprise’ due debts at the creditors' requests; The creditors’ conferences fail due to absence of owners of enterprises or lawful representatives of enterprises at the creditors' conferences, or due to insufficient quorum of creditor participants in the creditors' conferences; Creditors’ conference has adopted proposed solutions for business reorganization but the enterprise fails to build up the concrete plan on business reorganization or to implement such plan. The division and liquidation of enterprises’ remaining assets after all guaranteed debts by the pledged and mortgaged assets shall be carried out as determined by the judge and in the following order: Bankruptcy charges; Debts of wage, severance allowances, social insurances of laborers of the enterprise; and Unguranteed Debts of creditors as listed in the list of creditors as stipulated by law.

7.Bankruptcy Decision

Upon the completion of the liquidation, the Court shall deliver a decision on the bankruptcy as well as a decision on the completion of the liquidation.

PREFACE

PART I. INVESTMENT LEGISLATION IN VIETNAM

PART II. ROADMAP OF OPENING VIETNAM SERVICE MARKET UNDER WTO COMMITMENTS

PART III. MERGER AND ACQUISITION IN VIETNAM

PART IV. INTELLECTUAL PROPERTY LAW AND TECHNOLOGY TRANSFER

PART V. LABOR

PART VI. BANKRUPTCY OF ENTERPRISE

PART VII. COMPETITION

PART VIII. TAXATION

PART IX. THE LAW ON LAND, REAL ESTATE AND CONSTRUCTION

PART X. FINANCIAL SERVICES

PART XI. DISPUTE RESOLUTION

PART XII. IMMIGRATION ISSUES

INDEX 1. DOUBLE TAX AVOIDANCE AGREEMENT ENTERED BY VIETNAM

INDEX 2. DOUBLE TAX AVOIDANCE AGREEMENT ENTERED BY VIETNAM

INDEX 3. FINANCIAL SERVICE MARKET

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