Chapter 1

General Provisions

Article 1: This Law governs all investment projects made by investors who are Cambodian citizens and/or foreigners within the Kingdom of Cambodia.

Article 2: Investors can be either a natural person or a legal entity.

Chapter 2

The Council for the Development of Cambodia (CDC)

Article 3: The Council for the Development of Cambodia is the sole and one-stop service organization responsible for the rehabilitation, development and the oversight of investment activity. The CDC is the Royal Government's "Etat-Major" responsible for evaluation and decision making on all rehabilitation and development, and investment project activity.

Article 4: The CDC comprise the following two operational Boards:

i) The Cambodian Rehabilitation and Development Board

ii) The Cambodian Investment Board

Article 5: The organization and functioning of the CDCshall be mentioned by Sub-Decree.

Chapter 3

Investment Procedures

Article 6: Investors have to submit investment applications to the CDC for review and decision.

Article 7: The CDC shall provide a response as to its decision to all investor/applicants within a period of a maximum of (45) days following the date of submission of the complete investment application.

If without proper justification, any Government official who refuses to review and respond to investors' applications past the above-mentioned period of time shall be punished by law.

Chapter 4

Investment Guarantees

Article 8: Investors shall be treated in a non-discriminatory manner as set by law, except for the ownership of land as set forth in the Constitution of the Kingdom of Cambodia.

Article 9: The Royal Government shall not undertake nationalization policy which adversely affects private properties of investors in the Kingdom of Cambodia.

Article 10: The Royal Government shall not impose price control on the products or services of an investor who has received prior approval from the Government.

Article 11: In accordance with the relevant Laws and regulations issued and published to the public by the National Bank of Cambodia, the Royal Government shall permit investors to purchase foreign currencies through the banking system and to remit abroad these currencies for the discharge of financial obligations incurred in connection with their investments. This concerns the following payments:

1) payment for import and repayment of principal and interest on international loans;

2) payment of royalties and management fees;

3) remittance of profits;

4) repatriation of invested capital in compliance with Chapter 8.

Chapter 5

Investment Incentives

Article 12: The Royal Government shall make available incentives to encourage investment in such important fields as:

1) Pioneer and/or high technology industries;

2) Job creation;

3) Export-oriented;

4) Tourism industry;

5) Agro-Industry and Transformation industry;

6) Physical infrastructure and energy;

7) Provincial and rural development;

8) Environmental protection; and

9) Investment in Special Promotion Zone (SPZ) as shall be created by law.

Article13: Incentives shall include the exemption, in whole or in part, of duties and taxes.

Article 14: Incentives shall consist of the following:

1) A corporate tax rate of nine percent except the tax rate on the exploration and explotiation of natural resources, timber, oil, mines, gold, and precious stones which shall be set in separate laws;

2) A corporate tax exemption of up to eight years depending on the characteristics of the project and the priorities of the government which shall be mentioned in a Sub-Decree. Corporate tax exemption shall take effect beginning from the year the project derives its first profit. A five-year loss-carried forward shall be allowed. In the event the profits are being re-invested in the country, such profit shall be exempted from all corporate tax;

3) Non-taxation on the distribution of dividends of profits or proceeds of investments, whether they will be transferred abroad or distributed within the country;

4) One hundred percent import duty exemption on construction materials, means of production, equipment, intermediate goods, raw materials and spare parts used by:

a) An export-oriented project with a minimum of 80 percent of production set apart for export; and

b) Located in a designated Special Promotion Zone (SPZ) listed in a development priority list issued by the Council;

c) Tourism industry;

d) Labor-intensive industry, transformation industry, agro-industry,

e) Physical infrastructure and energy industry.

These 100 percent exemptions of duties and taxes mentioned above shall be in effect according to the terms of the agreement or requirement book of the investment projects which will produce goods for export in minimum of 80 percent of overall productivities as stipulated in the above point (4)a and for the investment projects which are located in Special Promotion Zone (SPZ) as in (4)b above.

Besides the kinds of investment projects in the above points (4)a and (4)b the 100 percent exemption of duties and taxes shall only be authorized for an arrangement of construction period of enterprises, factories, building and the first year of operation of business production.

5) One hundred percent exemption of export tax, if any,6)The permission to bring into the Kingdom of Cambodia foreign nationals who are:

• Management personnel and experts

• Technical personnel

• Skilled workers

• Spouses and dependents of the above persons as authorized by the CDC and in compliance with the Immigration and Labor Laws.

  Article 15: The approval and incentives granted by the CDC shall not be transfered or assigned to any third parties.

Chapter 6

Land Ownership and Use

Article 16: In accordance with the Constitution and relevant laws and regulations pertaining to the ownership and use of land.

(1) Ownership of land for the purpose of carrying on promoted investment activities shall be vested only in natural persons or in legal entities holding Cambodian citizenship. Legal entity holding Cambodian citizenship is the legal entity in which more than 51% of the shares are owned by natural persons or legal entities holding Cambodian citizenship.

(2) Use of land shall be permitted to investors, including long-term leases of up to a period of 70 years, renewable upon request. Upon such use may include the right of ownership of real and personal property situated on the land as may be permitted by the law.

Chapter 7

Employment Practices

Article 17: Investors in the Kingdom of Cambodia shall be free to hire Cambodian nationals and foreign nationals of their choosing in compliance with the Labor and Immigration Laws.

Article 18: The investors shall be allowed to hire foreign employees who are listed in Article 14 (6) provided that:

(1) The qualification and expertise are not available in the Kingdom of Cambodia among the Cambodian populace. In the event of such hiring, appropriate documentation including the photocopies of the employee's passport, certificate and/or degree, and cirriculum vitae shall be submitted to the Council;

(2) Investors shall have the obligation to provide adequate and consistant training to Cambodian employees;

(3) Promotion of Cambodian staff to senior positions will be made over time.

Article 19: Foreign employees shall be allowed to remit abroad their wages and salaries earned in the Kingdom, after payment of appropriate tax, in foreign currencies obtained through the banking system.

Chapter 8

Dispute and Dissolution

Article 20: Any dispute relating to a promoted investment established in the Kingdom by a Cambodian or a foreign national concerning its rights and obligations set forth in the Law shall be settled amicably as far as possible through consultation between the parties in dispute.

Should the parties fail to reach an amicable settlement within two months, the dispute shall be brought by either party for:

• conciliation before the Council which shall provide its opinion; or

• refer the matter to the courts of the Kingdom of Cambodia; or

• refer to any international rules to settle the disputes as mutually agreed by the parties.

  Article 21: In the event a promoted company intends to end its activity in the Kingdom of Cambodia, it will have to inform the Council through either a registered letter or a hand-delivered letter stating the reasons of such a decision, which letter shall be signed by the investor or his attorney in fact.

  Article 22: In the event of a proposal for a dissolution of a company without judicial procedures, the investor shall provide proof to the Council that the company has properly settled its potential creditors, complainants and claims from the Ministry of Economy and Finance before the investor is allowed to officially dissolve his company according to the applicable commercial law.

  Article 23: Once the investor is allowed to officially dissolve his company either within the judicial procedure or not, the investor can transfer the remaining proceeds of its assets overseas or use them in the Kingdom of Cambodia. However, in the event that the dissolving company had used machinery and equipment which were imported duty-free and has been used for less than 5 years, the company will have the obligation to pay the duties applicable to those machinery and equipment.

Chapter 9

Final Provisions

Article 24: Investments authorized under the previous "Law on Investment" of State of Cambodia and its Sub-Decree shall be subject to the same benefits and obligations as stated under this Law. This Law is not retroactive.

Article 25: In the case where the promoted company violates or fails to comply with the conditions stipulated by the Council, the Council shall have the power to withdraw the rights and benefits granted to him, in whole or in part.

Article 26: This Law shall be promulgated immediately.

This Law is adopted by the National Assembly of the Kingdom of Cambodia in Phnom Penh on August 4, 1994 during the extraordinary session of the first legislature. -Tentative translation by the CDC