THE MINISTRY OF PLANNING. THE SOCIALIST REPUBLIC OF VIETNAM
& INVESTMENT Independence -- Freedom - Happiness
No: 2355/GP Hanoi, 20 October 2003
MINISTER
OF
THE MINISTRY OF PLANNING AND INVESTMENT
- - Pursuant to the Law on Foreign Investment in Vietnam in 1996, the Amendment
Law and other articles in the Laws on Foreign Investment in Vietnam
approved in the year of 2000, Decree No 24/2000/ND-CP dated on 31 July 2000
of the Government regulating in details the implementation of the Law on
Foreign Investment in Vietnam, and Decree No 27/2003/ND-CP dated on 19
March 2003 of the Government on Amendment and Addition of other Articles of
Decree 24/200/ND-CP dated on 31 July 2000;
- - Pursuant to Decree No 61/2003/ND-CP dated 06 June 2003 of the Government
stipulating functions, duties, power, and organization structure of the
Ministry of Planning and Investment;
- - Pursuant to Decree No 30/1998/ND-CP dated 13 May 1998 of the Government
regulating the implementation of the Law on Corporate Tax;
- - Pursuant to the Prime Minister's opinion in Letter No 1317/CP-QHQT dated
1st October 2003 of the Government Office on the establishment of the Phuoc
Son Gold Mining Joint-Venture Enterprise;
- - Considering the Application and project dossiers submitted by Mien Trung
Industrial Company and New Vietnam Mining Corp. (Canada) and the
supplemental document submitted on 25 June 2003;
DECIDES
Article 1:
To permit the two Parties below:
- - Vietnamese Party: Mien Trung Industrial Company; having the headquarters at
Binh Phuc commune, Thang Binh district, Quang Nam province;
- - Foreign Party: New Vietnam Mining Corp., registered at British Virgin
Islands; having the headquarters at 1760-750 West Pender street,
Vancouver; BC, Canada, V6C2T8,
to establish a Joint-Venture Enterprise in accordance with the Law on
Foreign Investment in Vietnam.
The name of the Joint-Venture Enterprise: CONG TY TRACH NHIEM HUU HAN VANG
PHUOC SON in Vietnamese and PHUOC SON GOLD COMPANY LIMITED in English, and
PSGC as transaction name. The Company has its headquarters at Kham Duc
town, Phuoc Son district, Quang Nam province, and plant at Dak Sa, Phuoc
Duc commune, Phuoc Son district, Quang Nam province.
The Joint-Venture Enterprise shall enjoy the juridical person status, has
its own seal and shall open its accounts with banks in accordance with
Vietnamese Law.
Article 2:
a) Objectives and business scope of the Joint-Venture Enterprise:
o Exploiting and processing gold and associated minerals at Dak Sa mine,
Phuoc Duc commune, Phuoc Son district, Quang Nam province;
o Exploring, exploiting and processing gold and associated minerals at other
mines within the area of 70km2 in Phuoc Son and Nam Giang Districts, Quang
Nam province.
b) All product of the Joint-Venture Enterprise will be exported.
Article 3:
a) The registered investment capital of the Joint-Venture Enterprise is USD
10,000,000 (ten million United State dollars).
b) The legal capital of the Joint-Venture Company is USD 3,000,000 (three
million United State dollars), of which:
+ The Vietnamese Party shall contribute USD 450,000 (Four hundred and fifty
thousand United State dollars), occupying 15% (fifteen percent) the legal
capital;
+ The Foreign Side shall contribute USD 2,550,000 (two million, five hundred
and fifty thousand United State dollars), occupying 85% of the legal
capital.
The way of contribution of the legal capital shall be carried out in compliance
with the stipulations at Article 4 of the Joint-Venture Agreement.
In the process of operation, at the expiration of the five year period in which
the Enterprise makes profit, the Vietnamese Party has the right to acquire a
proportion of legal capital from the Foreign Party to occupy at least 30% of the
value of the legal capital.
Article 4:
The Term of the Joint-Venture Enterprise shall be 30 years (thirty years)
beginning from the date of issuance of the Investment Licence.
Article 5:
a) The Joint-Venture Enterprise shall be liable to pay Vietnamese Government:
+ Annual rent for land beginning from the date of transferal of the land area
to be used for constructing the mine as stipulated by the Provincial
People's Committee of Quang Nam. The land-renting rate shall he readjusted
after every 5 (five) year period, and the increase shall not exceed 15%
(fifteen percent) of the previous rate;
+ Annual corporate tax of 40% (forty percent) of the net profit;
+ Other taxes in accordance with stipulations at the moment of payment;
b) The Joint-Venture Enterprise shall be entitled to enjoy exemption of import
duties for all imported goods in accordance with the stipulations at Article 57
and Article 58 of Decree No 24/2000/ND-CP dated on 31 July 2000 of the
Government regulating in details the implementation of the Law on Foreign
Investment in Vietnam.
In case of importing second-hand equipments, the Joint-Venture Enterprise shall
comply with relevant stipulations of the Vietnamese Law.
c) At the remittance of profits abroad, the Foreign Party shall be liable to pay
7% (seven percent) of the remitted profits.
Article 6:
For the duration of operation, the Joint-Venture Enterprise shall comply with
Vietnamese Laws, stipulations of the Investment Licence, articles of the
Joint-Venture Agreement and Charter of the Joint-Venture Enterprise, and amended
and added provisions signed on the date of20 June 2003.
All clauses of the Joint-Venture Agreement and Charter of Phuoc Son Gold Company
Ltd, and amended and added provisions, which are inconsistent with the content
of this Investment Licence and the Vietnamese Law, shall he understood in
accordance with the terms hereof and the Vietnamese Law.
The Joint-Venture Enterprise shall comply with legal regulations of the State of
Vietnam in regards with the management of gold trading activities.
The Joint-Venture Enterprise shall obey and implement the regulations in force
on environment and landscape protection, industrial safety and hygiene; strictly
comply with mining procedures and norms, measures of waste treatment, bomb and
mine sweep, fire and explosion prevention, and labour safety in accordance with
regulations of the State or Vietnam. Rehabilitation after exploitation shall be
carried out in accordance with regulations of the State and subjected to the
inspection and supervision of the State authorized organizations.
During exploration and exploitation, if other precious minerals are discovered,
the exploration and exploitation works shall be temporarily paused to report to
the State authorized organizations within a latest period of 10 days from the
date of discovery in order that the matter is solved in accordance with the
precious mineral management regulations of the State of Vietnam.
Within a period of 06 months from the date of issuance of the Investment
Licence, the Joint-Venture Enterprise shall compile and submit the Environmental
Impact Assessment to the State authorized organizations for consideration and
approval.
ARTICLE 7:
This Investment Licence also represents the Certificate of Business Registration
and the Certificate of Registration of the Join Venture Charter of the Phuoc Son
Gold Company Limited and shall be valid from the date of signing.
ARTICLE 8:
This Investment Licence is made in 05 (five) copies; two for the Joint-Venture
partners, one for Phuoc Son Gold Company Ltd, one for the Provincial People's
Committee of Quang Nam and one for registration in the Ministry of Planning and
Investment.
MINISTER
Of
THE MINISTRY OF PLANNING AND INVESTMENT
Signed and sealed
VO HONG PHUC
