NGO THI DIEM

Diem attained a vast experience years of legal practice experience in providing legal assistance to local and multi-national companies in principal areas of Merger & Acquisitions, Private Equity, Corporate Restructuring, Commerce, Corporate Governance and Labour & Employment, Diem has gained considerable practical skills and valuable experience in these legal areas. Diem has also involved various cross border M&A and offshore IPO transactions.

Diem also made her continuous legal contributions to well-known professional journals such as the Saigon Times and Center for International Legal Studies (CILS).

Some of typical successful deals

1. Key player of the sole Vietnamese legal advisor for the successful IPO and Listing on the Hong Kong Stock Exchange of Hyfusin Group Holdings Limited (Stock Code 8512), a company principally engages in the manufacturing and sale of daily-use candles, scented candles, decorative candles and diffusers with headquarters in Hong Kong and operations in China and Vietnam, including conducting legal due diligence and rending legal advice and compliance consultancy for the Company; drafting and reviewing the IPO Prospectus; providing legal opinions addressed to the Company, the Sponsor and the underwriters to the IPO upon issue of the Prospectus, the Listing, as well as to the Hong Kong Stock Exchange and the Securities and Futures Commission; and other required legal advice for the whole IPO and Listing process (http://www.hkexnews.hk/listedco/listconews/GEM/2018/0629/GLN20180629005.pdf)

2. Key player of the sole Vietnamese legal advisor for the successful IPO and Listing on the Hong Kong Stock Exchange of GHW International (Stock Code 9933.HK), an applied chemical intermediates provider in the integrated services market with an established reputation, and a long operating history of over 20 years in the industry and also the fourth largest seller of polyurethane materials in terms of sales revenue in the PRC in 2018 and ranked as 46th globally in terms of revenue in the global chemical sales market in 2018, including conducting legal due diligence and rending legal advice and compliance consultancy for the Company; drafting and reviewing the IPO Prospectus; providing legal opinions addressed to the Company, the Sponsor and the underwriters to the IPO upon issue of the Prospectus, the Listing process (Main Board), as well as to the Hong Kong Stock Exchange and the Securities and Futures Commission; and other required legal advice for the whole IPO and Listing process.(https://www1.hkexnews.hk/listedco/listconews/sehk/2019/1231/2019123100037.pdf)

3. Key player of the sole Vietnamese legal advisor team for Liwayway (Global) Company Limited, a Philippine snack maker in an IPO (Mainboard) in Hong Kong. Taking into consideration of the market situation during the Covid epidemic, the Listco decided to lapse the PHIP.

4. Key player of the sole Vietnamese legal advisor team for Leading Star (Asia) Holding Limited, a Vietnamese apparel manufacturer in an IPO (Mainboard) in Hong Kong. Taking into consideration of the recent market sentiment at the end of 2023, the Listco decided to withdraw the IPO at very last minutes.

5. Member of the sole Vietnamese counsel team for the Green Project of TVX Holdings Group and Etika Groups in Vietnam, legal services were rendered regarding the acquisition by a Japanese master purchaser of companies operating in Singapore, Malaysia, Indonesia and Vietnam. The deal is valued at approximately 231million USD and required consideration of the laws of various jurisdictions, including Japan (as master purchaser), Singapore, Malaysia, Indonesia and Vietnam.(http://www.etika-intl.com/pdf/announcement/20140630%20-%20EIH%20 %20Completion%20of%20Disposal%20of%20Subsidairies.pdf)

6. Member of the Company’s Vietnam Counsel for Serrano Holdings Limited for its divestment in Vietnam and for its IPO submission at the Stock Exchange of Singapore, ISIN Code: SG1AD7000003 (http://www.btinvest.com.sg/markets/news/96759.html?source=si_news)

7. Member of the Company’s Vietnam Counsel for KAfe Group Limited (“KAfe Group“), the first urban fusion cafe chain in Vietnam, has secured US$5.5 million in Series A financing from institutional investors in London and Hong Kong, including leading investor, Cassia Investments. Closed over the summer, the Series A financing will be used to support KAfe Group’s rapid expansion beyond its current network in Hanoi to Ho Chi Minh City and other cities throughout the rest of Vietnam. KAfe Group is eyeing an overseas public listing at a later stage for further expansion throughout Vietnam (http://www.dealstreetasia.com/stories/cassia-investments-leads-5-5m-series-a-in-vietnamese-cafe-chain-kafe-group-15818/).

8. Member of the sole legal team for a Vietnam listed corporation, An Duong Thao Dien (HOSE Stock code: HAR) in dealing with a Singapore-based investment fund Frasers Centrepoint Limited (ISIN Code: SG2G52000004) for a US$ 85million M&A deal of acquiring a 70 percent stake in a luxury residential apartment project covers one hectare in downtown in District 2, Ho Chi Minh City.

9. Member of the Vietnam legal team for Allgreen Properties (Vietnam) Pte. Ltd. in dealing with its M&A deals and real estate project restructuring in Vietnam (valued at US$20 million).

10. Acting as legal adviser for monthly corporate and governance legal issues of a Vietnam listed corporation, Pinaco JSC., (HOSE Stock Code: PAC), a leading battery and accumulator manufacturer in Vietnam.

11. Member of the sole Vietnam legal advisor team for the seller in a sale of its full stake for an undisclosed sum in a Singaporean architectural structure design company, the buyer is Tokyu Construction Corporation (TYO 1720:JP) and this is the first overseas takeover deal of Tokyu. This is a complex transaction which involved various jurisdictions including Vietnam, Singapore and Australia. GV Lawyers played the essential role in efficiently assisting the seller in setting up the deal structure, drafting – negotiating for sale and purchase shares agreement and the relevant transactional documents https://www.indoeng.com/tokyu-accquires-indochine.

12. Member of GV Lawyers team in providing legal review and legal advice for various projects in Vietnam of Indochina Kajima Development (UK) Company (“IKDC”) which is a joint venture development company between Indochina Capital and Kajima Corporation. Indochina Capital has been operating in Vietnam for over 20 years and has implemented 11 projects nationwide with a total project value of $01 billion including development such as The Nam Hai, Hyatt Regency Da Nang, Six Senses Con Dao and Indochina Plaza Hanoi. Kajima Corporation is an over 170-year-old Japanese construction company with an active overseas development division with offices in the US, Europe, Australia, and Asia. Kajima Corporation has a total market cap of $7.5 billion. IKDC has been incorporated and mandated to be a long term and sustainable development company focused on accommodation-based product (apartment, villas, hotel, serviced apartments and industrial park) in Vietnam’s core urban locations (Hanoi, Ho Chi Minh, and Da Nang).

13. Key member of GV Lawyers team rendering legal support in reviewing contractual documents and joining in the contract negotiation process with landlords, main construction contractors for various land acquisition and construction projects in Vietnam, including a factory construction project of a global FMCG group’s Vietnamese subsidiary with the construction valued at $185 million.

14. Key member of GV Lawyers team rendering legal review and legal advice on corporate and labour restructuring of numerous multi-national corporations in dealing with their dynamic changes in staffing and employment structures.

15. Key member of GV Lawyers team rendering legal review of legal documents and advisory services for daily operation of a group of Vietnamese subsidiaries (specializing in banking, life and non-life insurance) of a well-known financial group from Taiwan.

Awards & Recognition:

• 2023: Named in ALB Vietnam Rising Stars 2023 by Asian Legal Business.

Bar Admittance:

• Member of the Bar Association of Ho Chi Minh City, Vietnam.
• Member of the Vietnam Bar Federation (VBF).