Primary Law Update. Business

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1 Primary Law Update March 2010 Table Ctents Business Finance Health Immigrati L & Properties Maritime Tobacco Transportati Business Prakas No. 001 (SECC) dated January 15, 2010 Public Issuance Equity Securities (L&R/ Bsn/2010/Khm) ( Gazette, Year 10, No. 17, March 04, The Prakas sets process, procedure, mechanism approval for issuance equity securities in. The Prakas differentiates private placement from public fering by setting out two criteria: tal number people whom fer is made (if it is more than 30 people, it is public fering) public advertisement (private placement cannot be publicly advertised). The detailed requirements for public fering can be found under various articles Prakas, including importantly all disclosure all related corporate informati, technical informati financial informati. The submissi for registrati can be approved or rejected by Direcr General SECC. Prakas No. 002 (SECC) dated January 15, 2010 Corporate Governance for Listed Companies (L&R/Bsn/2010/Khm) ( Gazette, Year 10, No. 17, March 04, This Prakas sets out stard corporate governance for companies listed under law issuance trading n-government securities. Every public listed company has obligati assure good corporate governance. It aims protect shareholders rights. By implementing law commercial enterprises, Prakas adds that basic rights shareholders under law cannot be taken away or restricted even through articles incorporati. In terms corporate governance, Prakas sets out rights duties shareholders, ir protecti respsibilities enlists roles, structure or cditis Board Direcrs Direcrs. Or key points are also provided for ccerning risk management, protecti stake holders, external internal audit more importantly transparency informati disclosure. Prakas No. 009 (SECC) dated November 18, 2009 Licensing Securities Firms Securities Representatives (L&R/Bsn/2009/Khm) ( Gazette, Year 10, No. 18, March 08, The purpose this Prakas is prescribe rules regulatis for granting or renewing a license securities firms securities representatives. It also determines business activities securities firms securities representatives, including securities underwriting business, securities dealing business securities brokerage business. According this Prakas, validati a license a securities firm, a securities representative an investment advisor is 2 years from date its issuance it is renewable for anor period 3 years from date expirati. No 64, St 111 PO Box 172 Phnom Penh info@bnglegal.com There are fixed processing fees riels for licensing a securities firm different fees regarding different business activities firm. The applicant shall satisfy following requirements regarding: - Capital required, - Lodging at NBC a security bg /or security instruments determined by SECC, - Human resources (qualificati, experience ), - Physical facilities, - Business plan, - Risk management internal ctrol, BNG Legal 2010 Primary Law Update - March 2010 Page 1

2 Decisi - No. Applicable 71 (RGC) updated November risk management, 20, 2009 Organizati Working Group for Combating Human Trafficking alg Mekg Great Sub-Regi (L&R/Lgp/2009/Khm) (Ogs, - No involvement with procedures such as bankruptcy, liquidati or or similar proceeding Year 09, No. 87, November 27, 2009) Various sanctis are also prescribed by this Prakas, including a fine for late submissi This Decisi creates a n Task Force, abbreviated as COMMIT, which combats human extensi request. Transactial fines can also be prounced in case n compliance with any trafficking alg Mekg Greater Sub-Regi. The task force cooperates with UN also directi issued by Direcr General SECC. combat human trafficking in or regis Souast Asia, facilitate all natial local activities related human trafficking migrant issues. Prakas This No. COMMIT 008 (SECC) Task Force dated has November a permanent 17, 2009 secretariat Organizati in Department Functiing General Social Department Development, Legal in Affairs Ministry Securities Women s Affairs, Exchange it also Commissi has right use Ministry s (SECC) stamp. (L&R/ Bsn/2009/Khm) ( Gazette, Year 10, No. 18, March 08, The Department Legal Affairs established by this Prakas comprises 3 Offices: - Enforcement legislati Office: it shall mir advise any modificatis rule operating rule operars in securities markets, clearing settlement facilities securities deposiries as well as self-regulary organizati. Also, this Office shall prepare Prakas all regulatis No (MoEYS) can propose dated Ocber an amendment 22,2009 existing Internal securities-related Regulatis for legislati General Public can sancti Schools or take (L&R/Edc/2009/Khm) preventive measures in case (Ogs, Year n-compliance 09, No. 83, November with securities 12, 2009) laws regulatis. This - Prakas Dispute regulates Settlement public Office: general in case educatial disputes, this system Office regarding acts as a security, cciliar order, discipline, shall prepare morality a compromise in order settlement enhance agreement quality /or efficiency a report educati. settlement This Prakas be forwarded also determines arbitrar criteria or for court. admissi, Also, it dress, facilitates hygiene, process cduct filing stards a complaint for students, documentati study cditis, related re. communicati amg educatial establishments, parents, communities. The criteria for admissi discuss school entrance, formalities school admissi, school entrance permissi. - Investigating Students Office: are expected its duty is adhere cduct stards an investigati dress, in case hygiene, infringement cduct, laws rules regarding regulatis related recital securities natial secr. anm Furr, it participati collects informati in school activities. evidence fended acts can forward case competent courts. The secti study cditis pertains asking permissi, absence penalty for absence, scoring, passing, grade level repetiti. Any student who is absent in excess 55 times without Prakas permissi, No. 007 that (SECC) student dated will November absolutely 17, expelled 2009 from Organizati list educatial Functiing establishment. Administrati The secti Finance communicati Department amg educatial Securities establishments, Exchange Commissi parents, communities (SECC) discusses (L&R/Bsn/2009/Khm) danger-health ( safety protecti, Gazette, Year as well 10, as No. 18, school March year 08, hours study. This Prakas determines structure Administrati finance Department SECC. The said Department is composed 3 Offices, with each fice governed by a Chief Officer an assistant: Internatial Agreements 1. Administrati persnel Office 2. Accounting finance Office Kram NS/RKM/1009/018 dated Ocber 22, 2009 promulgati law ratificati 3. Agreement IT Office Trade Service Agreement Broad Ecomic Cooperati between The Administrati People s Republic persnel China Office initiates, manages coordinates all administrative work This persnel law was adopted related by work Natial SECC, Assembly including documenting, 16 Ocber, hosting 2009, recalling ceremies, that carrying out public Republic acquisitis, China keeping signed persnel s this framework registry, agreement establishing, 04 enforcing November, its internal 2002, in regulati Phnom Penh, etc. SECC. budget The agreement its expenditure is composed are managed four by chapters Accounting 33 articles Finance ranging Office; from whereas definitis IT Office its extent develops or enhances provisis. The informatics agreement system promotes help trade ease work service SECC. between People s Republic China. The parties shall have discussi mutual agreement its incorporati within trade service secrs in order enhance capacity, efficiency, local Prakas No. 102 (MoEF) dated February 18, 2010 Licensing Independent Engineering Companies for Management Real Estate Development Business (L&R/Bsn/2010/Khm) ( Gazettes, Year 10, No. 19, March 12, This Kram Prakas NS/RKM/1009/019 regulates license dated applicati, Ocber 22, related 2009 fees, validati Promulgating a license, Ratificati state ctrol Agreement sanctis. Based Broad Ecomic this Prakas, Partnership eligible between cidate shall apply Japan. for a license operate an (Ogs, independent Year 09, No engineering 81, November company 04, 2009) at Secretariat Inter-ministerial working group for real estate This agreement development is an related addendum business a joint declarati Office Management made in Phnom Real Penh Estate November Commercializati 05, 2002, Ministry broad ecomic Industry, partnership Mine between Energy. The Associati applicati fee Souast is 2,000,000 Asian riel. Natis This () license is valid Japan. for 3 years The agreement from date aims liberalize signing this facilitate license trade is subject in goods an extensi. services It between can suspended parties; or improve revoked investment by said opportunity working group by guaranteeing grounds protecti n-compliance with investment required investment cditis. activities party states; create framework for boosting ecomic cooperati between parties. Article 6, declares that provisis this agreement shall not apply any tax regulatis shall not affect rights obligatis any party cventi regarding duty. BNG Legal Primary Law Law Update - November - March Page 2

3 Decisi Prakas No. No (RGC) (SECC) dated November December 20, 01, Organizati Authorizati be Working Operar Group a Securities for Combating Market, Human Operar Trafficking alg a Clearance Mekg Great Settlement Sub-Regi Facility (L&R/Lgp/2009/Khm) Operar (Ogs, a Securities Year 09, No. Deposiry 87, November (L&R/Bsn/2010/Khm) 27, 2009) ( Gazettes, Year 10, No. 19, March 12, This Prakas Decisi aims creates prescribe a n requirements Task Force, procedures abbreviated grant as COMMIT, an approval which cduct combats activities human as trafficking an operar alg a securities Mekg market, Greater an Sub-Regi. operar a clearance The task force settlement cooperates facility with an UN operar also combat a securities human deposiry; trafficking in or determine regis obligatis Souast Asia, each operar facilitate in accordance all natial with local Law activities Issuance related human Trading trafficking N-Government migrant Securities issues. Anukret Implementati law Issuance Trading N-Government Securities. This COMMIT Task Force has a permanent secretariat in Department General Social It Development, should be noted in that Ministry applicant Women s must Affairs, be a company it also incorporated has right use registered Ministry s accordance stamp. with law Commercial Enterprises or Law General Statute Public Enterprise Kingdom. Once all requirements are fulfilled, SECC shall make its decisi applicati not later than 06 mths from date lodgment applicati. The approval an applicant is valid for an indefinite period. The operars shall start ir business operatis within durati 6 Prakas mths No (MoEYS) issue date dated approval. Ocber 22,2009 Internal Regulatis for General Public Most Schools provisis (L&R/Edc/2009/Khm) are referred (Ogs, Law Year 09, No. Anukret 83, November issuance 12, 2009) trading N- This Government Prakas regulates Securities. public general educatial system regarding security, order, discipline, morality in order enhance quality efficiency educati. This Prakas also determines criteria for admissi, dress, hygiene, cduct stards for students, study cditis, Finance communicati amg educatial establishments, parents, communities. The criteria for admissi discuss school entrance, formalities school admissi, school entrance Inter-Ministerial permissi. Students Prakas No. are expected 255 (MoEF) adhere dated March stards 18, 2010 dress, hygiene, Fees for Issuing cduct, a Notificati rules Number regarding for Cosmetic recital Products natial (L&R/Fnc/2010/Khm) anm participati ( Gazette, in school Year activities. 10, No. 23, March 27, The secti study cditis pertains asking permissi, absence penalty for absence, This scoring, Prakas passing, requires a grade notificati level repetiti. number for Any all student cosmetic who products. is absent Natural in excess pers 55 or times legal without entity who permissi, commercializes that student cosmetic will be products absolutely without expelled a from notificati list number educatial shall be fined establishment. pursuant provisis article 10 Law Management Pharmaceutical Products. This Prakas also The secti communicati amg educatial establishments, parents, communities provides a few exceptis this requirement. The fees a notificati number are set out as follows: discusses danger-health safety protecti, as well as school year hours study. - 50,000 riel for 1 category a cosmetic product number is valid within 2 years; - 50,000 riel for extensi validity notificati number. The Ministry Health shall provide applicati form for request a notificati number or its extensi is also entitled receive manage its payment. Internatial Agreements Kram NS/RKM/1009/018 dated Ocber 22, 2009 promulgati law ratificati Agreement Trade Service Agreement Broad Ecomic Cooperati between Health People s Republic China Prakas This No law 008 was Or adopted Bor Sor by. Mor Natial Por Ministry Assembly Health 16 Ocber, dated 26th 2009, January recalling 2010 that Technical Formality Republic cditis China for signed this opening, framework closing agreement moving 04 beauty November, care centers. 2002, in Phnom Penh,. The agreement is composed four chapters 33 articles ranging from definitis This Prakas is focused permissi closing, opening, moving, decorati, change its extent or provisis. The agreement promotes trade service between technical manager, name change beauty care centers. It describes: People s Republic China. The parties shall have discussi mutual agreement its incorporati - The pers within entitled trade operate service beauty secrs care in center order enhance branches capacity, efficiency, local - Documents required for operating both centers ir branches - Documents required in case moving centers, changing technical manager. Kram NS/RKM/1009/019 dated Ocber 22, 2009 Promulgating Ratificati - Procedures opening operating closing. Agreement Broad Ecomic Partnership between Japan. (Ogs, - Year The 09, cditis No 81, November regarding 04, 2009) sanitati, medical equipments, rooms trimester reports. This - agreement The punishment an addendum in case any a joint abuses. declarati made in Phnom Penh November 05, 2002, broad ecomic partnership between Associati Souast Asian Natis () - The cditi foreigner working as employees Japan. The agreement aims liberalize facilitate trade in goods services between - parties; Rights improve measures investment fulfilled opportunity by Ministry by Health guaranteeing centers. protecti investment investment activities party states; create framework for boosting ecomic cooperati between parties. Article 6, declares that provisis this agreement shall not apply any tax regulatis shall not affect rights obligatis any party cventi regarding duty. BNG Legal Primary Law Law Update - November - March Page 3

4 Immigrati Decisi No. 71 (RGC) dated November 20, 2009 Organizati Working Group for Combating Human Trafficking alg Mekg Great Sub-Regi (L&R/Lgp/2009/Khm) (Ogs, Instructi Year 09, No. No 87, 009 November Sor Nor 27, Noor 2009) dated March management present number foreigners This Decisi in Kingdom creates a n issued Task by Force, Ministry abbreviated Interior. as COMMIT, which combats human This trafficking instructi s alg purpose Mekg is Greater manage Sub-Regi. efficaciously The task force present cooperates number with foreigners UN also administrative combat human work, trafficking assure in or safety, regis security Souast public Asia, order foreigners facilitate all who natial are resident local in. activities related human trafficking migrant issues. The This ministry COMMIT has Task mentied Force some has a recommendati permanent secretariat as following: Department General Social Development, in Ministry Women s Affairs, it also has right use Ministry s stamp. - Possessor residence, all kinds business places n business places shall inform present numbers foreigners who reside in ir locati Post Police fice within 24 hours. In case foreigners mselves who possess residence or business fice, y shall inform as well about ir presence or members numbers from date residence date business commencement. - The possessor shall be immediately reporting authority movement, extensi Prakas No (MoEYS) dated Ocber 22,2009 Internal Regulatis for General Public any furr incidence effected by foreigners Schools (L&R/Edc/2009/Khm) (Ogs, Year 09, No. 83, November 12, 2009) - Any possessors who have not reported presence foreigners as determined by this This Prakas regulates public general educatial system regarding security, order, discipline, instructi shall be punished in accordance with law immigrati. morality in order enhance quality efficiency educati. This Prakas also determines criteria for admissi, dress, hygiene, cduct stards for students, study cditis, communicati amg educatial establishments, parents, communities. The criteria for L admissi & Properties discuss school entrance, formalities school admissi, school entrance permissi. Students are expected adhere stards dress, hygiene, cduct, rules regarding Kram NS/RKM/0210/003 recital natial dated anm February participati 26, 2010 in school Promulgati activities. Law Expropriati The secti (L&R/L&P/2010/Khm) study cditis pertains ( Gazettes, asking permissi, Year 10, No. absence 19, March 12, penalty for absence, scoring, The law passing, expropriati grade was level adopted repetiti. 29 Any December student who is The absent purpos in excess this law 55 is: times without permissi, that student will be absolutely expelled from list educatial establishment. - ensure legality private property deprivati, in a fair just manner; The secti communicati amg educatial establishments, parents, communities - ensure pre-compensati in a fair just manner; discusses danger-health safety protecti, as well as school year hours study. - serve public natial interests; - develop public physical infrastructure. Article 4 law defines expropriati as deprivati right over immovable property or Internatial real right over immovable Agreements property natural pers, private legal entity public legal entity, including l, cstructi, plants for serving development, resrati broadening Kram public NS/RKM/1009/018 physical infrastructure dated that Ocber serves 22, public 2009 interests promulgati natial interests law ratificati needs Agreement provide a prior Trade fair just Service compensati. Agreement The law provides Broad for Ecomic pre-process Cooperati procedure, between process procedure People s Republic certain China important principles how calculate compensati for This expropriated law was l. adopted The by law also Natial stipulates Assembly mechanisms 16 Ocber, expropriati, 2009, recalling its dispute that resoluti Republic detenti China signed immovable this framework property during agreement provisial 04 November, period 2002, expropriati. in Phnom Penh,. The agreement is composed four chapters 33 articles ranging from definitis its extent or provisis. The agreement promotes trade service between People s Republic China. The parties shall have discussi mutual agreement its Maritime incorporati within trade service secrs in order enhance capacity, efficiency, local Sub-Decree No. 197 (RGC) dated February 22, 2010 Defining Compositi Natial Committee for Open Sea Security (L&R/MPW/2010/Khm) ( Gazette, Year 10, No. 17, March 04, Kram NS/RKM/1009/019 dated Ocber 22, 2009 Promulgating Ratificati The Agreement compositi Broad Ecomic Natial Committee Partnership for between Open Sea Security csists Japan. following: (Ogs, Year 09, No 81, November 04, 2009) H.E. TEA Banh, Deputy Prime Minister Minister Natial Defense is a chairman, H.E. This KIET agreement Chh, H.E. is an OM addendum Yen Tieng, a H.E. joint Var declarati Kim Hg, made H.E. in CHAY Phnom Saing Penh Yun, November H.E. POL 05, Saroeun, 2002, H.E. KHANN broad ecomic Savoeun, partnership H.E. NETH between Savoeun, Associati H.E. TEA Vinh Souast are vice Asian chairman Natis () thirty six are members. Japan. The agreement aims liberalize facilitate trade in goods services between parties; improve investment opportunity by guaranteeing protecti investment investment activities party states; create framework for boosting ecomic cooperati between parties. Article 6, declares that provisis this agreement shall not apply any tax regulatis shall not affect rights obligatis any party cventi regarding duty. BNG Legal Primary Law Law Update - November - March Page 4

5 Tobacco Decisi No. 71 (RGC) dated November 20, 2009 Organizati Working Group for Combating Human Trafficking alg Mekg Great Sub-Regi (L&R/Lgp/2009/Khm) (Ogs, Decisi Year 09, No. 87, 13 (RGC) November dated 27, March 2009) 04, 2010 Establishment Inter-Ministerial Committee for Educating This Decisi creates Reducing a n Tobacco Csumpti Task Force, abbreviated (L&R/Tbc/2010/Khm) as COMMIT, ( which Gazette, combats Year human 10, No. trafficking 18, March alg 08, Mekg Greater Sub-Regi. The task force cooperates with UN also The combat compositi human trafficking Inter-Ministerial or regis Committee Souast Asia, for Educating facilitate Reducing all natial Tobacco local Csumpti activities related csists human trafficking following: migrant issues. H.E. This Dr. COMMIT MAM Bunheng, Task Force Minister has a permanent Ministry secretariat Health is a in chairman, Department H.E. General Ung Phyrun, Social H.E. Development, Eav Phally in are vice Ministry chairman, Women s eleven Affairs, are members. it also has right use Ministry s stamp. Transportati Prakas No. 108 (MPWT) dated February 23, 2010 Defining Use Reserved L alg Prakas Natial No Road (MoEYS) Rail dated Way Ocber Kingdom 22,2009 Internal for Public Regulatis Private for General Interest Public (L&R/ Trs/2010/Khm) Schools ( (L&R/Edc/2009/Khm) Gazette, Year 10, No. (Ogs, 23, Year March 09, 27, No. 83, November 12, 2009) This Prakas is regulates created enforce public general implementati educatial system Sub-Decree regarding 197 security, dated 23 order, November, discipline, 2009 morality management in order reserved enhance l alg quality natial efficiency road educati. railway This Kingdom Prakas also determines. The criteria reserved for l admissi, alg natial dress, hygiene, road railway cduct under stards direct for supervisi students, study management cditis, communicati Ministry Public amg Work educatial Transports. establishments, Any activities parents, such as communities. stepping, The cstructi, criteria for setting admissi up discuss poles, spreading, school entrance, digging, scratching, formalities drilling, school damaging, admissi, pilling impurities school entrance rock, excavated permissi. dirt Students or s, are or expected putting materials, adhere billboards stards or in dress, ground hygiene, space cduct, reversed rules l regarding lg recital natial road natial or railway anm shall be approved participati by in school Ministry activities. or Department Public Work The secti Transports. study cditis In additi, pertains public asking private permissi, entities absence intend use penalty reserved for absence, l for scoring, optic passing, line, water pipeline, grade level repetiti. installati Any optic student poles, who electricity is absent in poles, excess advertising 55 times board without or permissi, means that shall student request will be approval absolutely from expelled Ministry. from The list activities educatial public establishment. interest entities shall start acti immediately after receiving approval. Department Public Work The Transports secti municipality communicati provinciality amg educatial shall implement establishments, this regulati parents, inspect communities all activities discusses damage danger-health l reserved. safety protecti, as well as school year hours study. Internatial Agreements Kram NS/RKM/1009/018 dated Ocber 22, 2009 promulgati law ratificati Agreement Trade Service Agreement Broad Ecomic Cooperati between People s Republic China This law was adopted by Natial Assembly 16 Ocber, 2009, recalling that Republic China signed this framework agreement 04 November, 2002, in Phnom Penh,. The agreement is composed four chapters 33 articles ranging from definitis its extent or provisis. The agreement promotes trade service between People s Republic China. The parties shall have discussi mutual agreement its incorporati within trade service secrs in order enhance capacity, efficiency, local Kram NS/RKM/1009/019 dated Ocber 22, 2009 Promulgating Ratificati Agreement Broad Ecomic Partnership between Japan. (Ogs, Year 09, No 81, November 04, 2009) This agreement is an addendum a joint declarati made in Phnom Penh November 05, 2002, broad ecomic partnership between Associati Souast Asian Natis () Japan. The agreement aims liberalize facilitate trade in goods services between parties; improve investment opportunity by guaranteeing protecti investment investment activities party states; create framework for boosting ecomic cooperati between parties. Article 6, declares that provisis this agreement shall not apply any tax regulatis shall not affect rights obligatis any party cventi regarding duty. BNG Legal Primary Law Law Update - November - March Page 5