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					              H.A.I AGROCHEM JOINT STOCK COMPANY
            28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

                 CONTENTS OF THE PROSPECTUS

I. LIST OF OBLIGED PERSONNEL FOR THE CONTENTS OF THE
   PROSPECTUS
1. Listing Organization   : H.A.I Agrochem Joint Stock Company
   Mr. Dang Thanh Cuong        Position: Chairman of B.O.M/ General Director
   Ms. Nguyen Thi Le Hang      Position: Finance Director/ Chief Accountant

   We ensure that the information and figures in this announcement are suitable for the
   reality that we knew, investigated and collected logically. From these figures and
   information the investors can understand and analyze the financial situation and business
   activities in the past as well as in future.

   We guarantee that the information and data provided in this Prospectus are suitable with
   facts that we know or have been investigated properly, whereby potential investors are
   sufficiently able to understand, analyze and interpret the historical aspects relating to
   financial, operational, business and future prospects of the Company.

2. Consulting Organization – Sai Gon Security Incorporation (SSI)

   Mr. Nguyen Hong Nam            Position: Chief Operation Officer
   This Prospectus is part of the listing documents submitted to the State Securities
   Commission (SSC), prepared by SSI under a consulting contract between SSI and Taicera.
   We assure that this Prospectus has been made by our proper and prudent analyzing,
   evaluating, words-selecting based on the information and data provided by H.A.I
   Agrochem Joint Stock Company.


II. DEFINITION AND INTERPRETATION
   The 144/CP decree: The 144/2003/NĐ-CP decree of Security and Stock Exchange
   promulgated on November 28th, 2003 and by Government.

 Company                                    H.A.I Agrochem Joint Stock Company
 Listing organization                       H.A.I Agrochem Joint Stock Company
 SSI                                        Sai Gon Security Incorporation
 SSC                                        State Security Committee
 HASTC                                      Ha Noi Security Trading Center
 PP                                         Plant Protection
 BOM                                        Board of Management
 BOD                                        Board of Director




The Prospectus                          Page 1
                     H.A.I AGROCHEM JOINT STOCK COMPANY
                   28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

III.   INFORMATION ABOUT LISTING ORGANIZATION

1. Overview of Company History and Development
      Name of compay                          : H.A.I Agrochem Joint Stock Company
      Transaction name                        : H.A.I Agrochem Joint Stock Company
      Abbreviation name                       : H.A.I Company
      Address                                 : 28 Mac Dinh Chi Street, District 1, Ho Chi
       Minh City
      Phone number                            : (84.8) 8244 975 – 8292 805 – 8235 229
      Fax                                     : (84.8) 8297 579 – 8221484
      Bank account                            : Agribank, Phu Nhuan branch, Ho Chi Minh
       City.
      Account No.                             : 1604.201.009077
      Tax code                                : 0301242080
      Operation fields include                :
              Manufacturing, trading chemicals, fertilizers, plant seeds.
              Buying and selling plastic beads.
              Manufacturing, processing, trading importing and exporting agricultural
               materials.
              Services of plant protection, supplying plant seeds, instructing planting
               technique.
              Manufacturing, selling and buying agricultural chemicals and seeds
              Warehouses, offices, machines, agrochem manufacturing equipments, vehicle
               for hire
              Trading other fields which are allowed and suitable for law‟s regulations.
              Main products: agricultural materials.
              Structure of registered capital at the time of October 30th, 2006.

               Table 1: Structure of registered capital on October 30th, 2006.

  No                                                 Share
                         Norms                                     Value (VND)        Rate (%)
                                                    quantity
   1     Shares held by Government                   6.900.000     69.000.000.000     60.53%
   2     Special shareholders                          914.060      9.140.600.000       8,02
   -     Shareholders in Board of Management           660.170      6.601.700.000       5,79
   -     Shareholders in Board of Director                   -
   -     Shareholders in Control Board                 253.890      2.538.900.000       2,23
   3     Shares of employees                         1.127.000     11.270.000.000       9,89
         Shares of shareholders out of
   4                                                 2.458.940     24.589.400.000      21,57
         Company
                                 Total number       11.400.000 114.000.000.000          100

            Source: Record following shareholders at the time of October 30th, 2006


2. Establishing and developing process




The Prospectus                          Page 2
                         H.A.I AGROCHEM JOINT STOCK COMPANY
                       28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
   - In 1986 March 3rd, According to the decree of 94 NN TCCB/QĐ of Ministry of Agricultural
   and Food Industry, the Southern Pesticide Supply Company was established and controlled by
   Bureau of Cultivation and Plant Protection of Ministry of Agriculture and Food Industry. At
   that time, Company operated as the third Type Company and our main duty was to distribute
   agricultural chemicals by basing on the department‟s target which was assigned to the
   southern provinces from Khanh Hoa to Minh Hai. The price was determined by the
   government.

   - In 1992, Ministry of Agriculture and Food Industry decided to separate the Southern
   Pesticide Supply Company from Bureau of Cultivation and Plant Protection and directly
   managed it. Therefore, the Company operated as the Second Type Company with above main
   duty. However, we also partly traded agricultural chemicals in accordance with market
   mechanism.

   - In 1993, Pesticide Supply Company No.2 was established by Ministry of Agriculture and
   Food Industry and directly under Ministry of Agriculture and Food Industry (later Ministry of
   Agriculture and Rural Development). At that time, the government handed over capital and
   the right for bookkeeping according to the market mechanism to the Company.

   - In 2005 February 7th , After over 10 years operating as a state-onwed company, H.A.I
   Agrochem Joint Stock Company was established with business license No.4103003108 issued
   by Ho Chi Minh City Department of Planning and Invest in accordance with the
   2616/QĐ/BNN TCCB decree of transferring Pesticide Supply Company No.2 from State-
   owned company to Joint stock company and signed by Minister of Agriculture and Rural
   Development on August 30th, 2004.

   3. Company’s Organizational Structure


                                              Head
                                              Office


                                                                                            Soc Trang
Can Tho      An Giang       Dong Thap        Cai Lay         Ha Noi       Quy Nhon
                                                                                          Representative
Branch        Branch         Branch          Branch          Branch        Branch
                                                                                              Office



       Head Office: HAI Agrochem Joint Stock Company
   Address: 28 Mac Dinh Chi Street, District 1, Ho Chi Minh City
   Phone: (84.8) 8244 975                       Fax: (84.8) 822 14 84

       Le Minh Xuan Warehouse
   Address: B30 – B43 No 12 Street, Le Minh Xuan Industrial Park, Ho Chi Minh City
   Phone: (84.8) 7661 149                   Fax: (84.8) 7661 161

       Cai Lay Branch
   Address: Km 1990 I Highway, Nhi My Commune, Cai Lay District, Tien Giang Province



   The Prospectus                           Page 3
                     H.A.I AGROCHEM JOINT STOCK COMPANY
                   28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
Phone: (84.73) 826 407                    Fax: (84.73) 826 968

    Can Tho Branch
Address: Tra Noc Industrial Park, Can Tho City
Phone: (84.71) 843 042                     Fax: (84.71) 843 519

    Quy Nhon Branch
Address: Plot 9, No 21 Street, Quang Trung Industrial Park, Quy Nhon City, Binh Dinh
Province
Phone: (84.56) 746 813                  Fax: (84.56) 746 814

    Ha Noi Branch
Address: room 2404, 24 – T1 Area, Trung Hoa Nhan Chinh urban areas, Cau Giay District
Phone: (84.8) 2512 466                   Fax: (84.8) 251 2467

    Dong Thap Branch
Address: 161 No 30 Highway, Cao Lanh Town, Dong Thap Province
Phone: (84.67) 872 966                 Fax: (84.67) 872 967

    An Giang Branch
Address: Hoa Phu hamlet, An Chau Town, Chau Thanh District, An Giang Province
Phone: (84.76) 836 334

    Soc Trang Representative Office
Address: 128C Mac Dinh Chi Street, Soc Trang Province
Phone: (84.79) 610 832


4. Company’s Managing Structure




The Prospectus                         Page 4
                                     H.A.I AGROCHEM JOINT STOCK COMPANY
                                   28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.



                                                               Shareholders
                                                                 Meeting

                                  Control
                                  Board
                                                               Board of
                                                              Management



                                                                General
                                                                Director



                                                             Deputy General
                                                                Director




        HR and                           Sales                                          Promotion and               Finance
      Administration                  Department                                          Marketing                Department
       Department                                                                        Department




      Sales Division     Technique          Le Minh Xuan                         Promotion          Marketing
                          Division           Warehouse                            Division           Division




Can Tho branch         An Giang             Dong Thap      Cai Lay branch     Ha Noi branch       Quy Nhon           Soc Trang
                        branch               branch                                                branch       Representative Office



                                            Figure 3: Company’s operating structure



          Shareholders Meeting

          According to the Law on Enterprises and the Company's charter, the Shareholders Meeting is
          the highest decision-making body of the Company. The Shareholders Meeting have full
          authority to make decision in the company and have following duties:
          -      Approve the company‟s charter, business strategy;
          -      Vote, dismiss Board of Management and Control Board;
          -      Other duties regulated at the Company‟s charter.


          Board of Management



          The Prospectus                                   Page 5
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
The Board of Management is the body managing the Company, voted by the shareholders
meeting and shall have full authority to make decision on behalf of the Company on all issues
related to objective and benefits of the Company, except for those falling under the authority
of the Shareholders Meeting. The Board of Management has 7 members and each member has
maximum 3 – year – term. They can be voted again at the next conference of the Shareholders
meeting. The Board of Management have authority to appoint, dismiss General Director and
other members of management team. BOM decide business plan and annual budget,
organization structure of the company. The Board of Management also orients all existent and
developmental policy to implement all decision of the Shareholders meeting through forming
policies, proposing action resolution for each period of different manufacturing situations of
Company.


Control Board

The Control Board is approved by the Shareholders Meeting. The role of Control Board is to
ensure the interest of HAI Agrochem Jointstock Company shareholders via routinely monitor
and supervise the activities of the Company Control Board is the organization that supervises
and checks the logicality and legality in the activities of managing, trading and in recording
the accounting and financial books of the Company to ensure legal benefits of all
shareholders. Control Committee has 3 members with 3 – years – term elected by
Shareholders meeting.

General Director

The Board of Management has right to appoint or dismiss General Director. General Director
manages all activities of all departments, takes responsibility for all entrusted duty and right
before Board of Management and determines all issues relating to everyday activities of the
Company.

Deputy General Director

Deputy General Director helps General Director organize and manage all business activities
of Company.

HR and Administration Department

   Operate and manage all HR and Administration activities of the whole company.
   Establish and propose plans and strategies to develop human resource.
   Assist all branches in HR and Administration issues.
   Establish rules, regulations and policies of HR and Administration for the whole
    Company.
   Organize and supervise the implementation of all HR and Administration„s regulations
    and policies which are suitable for Company‟s situation and current governmental rules.
   Receive and transfer information, promulgate inside and outside documents and
    conference notices of the leaders.
   Implement protocol work, organize and serve conferences, meetings, receiving guests.
   Manage offices, building, infrastructure, office equipments and other means of production.

Accounting and Finance Department

The Prospectus                            Page 6
                     H.A.I AGROCHEM JOINT STOCK COMPANY
                   28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.


   Manage all activities of Accounting and Finance.
   Consult directorate about financial situations and financial strategies.
   Make financial reports by basing on accounting standard and accounting system.
   Make budget estimates, assign and control budgets for all manufacturing activities of
    Company.
   Estimation financial figures, analyze information, accounting and financial figures.
   Manage capital to ensure the effect of manufacturing activity and investment.
   Establish rules, regulations of accounting and financial activities.
   Establish financial plans of Company.

Sales Department

 Form, deploy, check and analyze manufacturing plans, material plans.
 Manage, supervise all business activities.
 Make annual and long – term manufacturing plans and developing strategy.
 Collect information of business manufacturing business situation to generalize, analyze,
  evaluate, adjust and supplement all ratified plans.
 Make plans to implement ratified investment projects.
 Make plans to revoke debts.

Marketing Department

   Establish developing plan and improve the sales system.
   Make plan of consuming products.
   Establish distribution network.
   Implement, organize workshops, advertise and promote Company‟s products.
   Implement customer care.

Branches
 Implement monetary management, supply and transport for business activities of
   Company.

5. List of shareholders who keep over 5% of stock capital and list of foundation
shareholders at the time of October 30th, 2006

   Table 2: List of shareholders who keep over 5% of stock capital and list of foundation
                       shareholders at the time of October 30th, 2006
 Ordinal                                                              Stock       Percentage
                  Shareholders                   Address
 Number                                                             Quantities
                                         08, 7B Street, An Lac
          Government
                                         residential area, An Lac
                                         Ward,       Binh     Tan
          Representatives:                                          6.900.000      60.53%
                                         District, Ho Chi Minh
               Dang Thanh Cuong
                                         City
               Pham Van Hung
                        Total number                                6.900.000       60.53%




The Prospectus                          Page 7
                     H.A.I AGROCHEM JOINT STOCK COMPANY
                   28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
          Table 3: List of founding shareholders at the time of October 30th, 2006


  Ordinal                                                         Quantity Percentage
                 Shareholders                Address
  Number                                                          of stocks
             Representatives of       08 7B Street, An Lac
             state capital:          residential area, An Lac
                    Dang Thanh     Ward, Binh Tan District,
      1                                                           6.900.000     60.53%
              Cuong                     Ho Chi Minh City
                    Pham Van       202B – D5P/Phuong Mai,
              Hung                  Dong Da District, Ha Noi
                                      08 7B Street, An Lac
                                     residential area, An Lac
      2      Dang Thanh Cuong       Ward, Binh Tan District,        5.000        0.04%
                                        Ho Chi Minh City

                                       343/40 Nguyen Trong
             Nguyen Thi Le          Tuyen Street, 1 Ward, Tan
      3                                                            100.000       0.88%
             Hang                   Binh District, Ho Chi Minh
                                               City
                                      124 Number 3 Street, 2
                                      Quarter, Binh Tri Dong
      4      Quach Thanh Dong                                      100.000       0.88%
                                     Ward, Binh Tan District,
                                         Ho Chi Minh City
                                      160/1/28 Xo Viet Nghe
                                    Tinh Street, 21 Ward, Binh
      5      Nguyen Cong Chien                                     100.000       0.88%
                                      Thanh District, Ho Chi
                                            Minh City
                                     29/9 Nam Thoi Quarter,
                                    Thoi Tam Thon Ward, Hoc
      6      Tran Van Phat                                         291.770       2.56%
                                    Mon District, Ho Chi Minh
                                               City
                                     32/21 Ho Thi Ky Street,
      7      Tran Tang Phi Oanh     Ward 1, District 10, Ho Chi    63.400        0.56%
                                            Minh City
                    Total                                         7.560.170     66.32%


6. List of parent companies and subsidiary companies of registering organizations,
    Companies whose control authority or control stocks are kept by the listing
    organizations, Companies hold the control authority or control stocks of the listing
    organizations.
- None
7. Business activities
7.1 Main groups of products.
All agricultural chemicals of H.A.I are produced and divided into 3 main types:
 Company buys finished products which are produced fully in entire belts and entire
    packages from the suppliers to directly supply to customers such as Dekamon 22.43 L
    with 100 ml packings, Lannate 40 SP with 100gr and 500gr packings, etc…



The Prospectus                          Page 8
                     H.A.I AGROCHEM JOINT STOCK COMPANY
                   28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

 Company buys finished products in large packings of 200 liter drum, 70 kg package….
  After that, repacking and bottled at factories and launched to the market as finished
  products such as Roundup 480SC in 200liter packing is bottled in 1 liter bottle, 480ml
  bottle, 100ml bottle, etc….
 Company buys main raw materials including of active elements and additives. After that,
  Company formulates and applies its own technology or formula or receives the transfer
  from foreign Companies to produce finished products such as: Fastac 5EC, Hopsan 75
  ND, Applaud 10 WP, etc…

                                                                     Description
                        Products
                                                            A product of BASF AG
                                                            (German). It controls weeds
                              FACET 25SC
                                                            on seeding and transplanted
                                                            paddy field.
                                                            A     product       of    Nissan
                                                            Chemicals Industries Co.,Ltd
                              SIRIUS 10WP                   (Japan). It controls weeds on
                                                            seeding and transplanted
                                                            paddy field.
                                                            A      product       of     Dow
                                                            AgroSciences (USA). It
                              CLINCHER 10EC                 controls            echinochloa,
                                                            leptochloa on seeding and
                                                            transplanted paddy field.
       Herbicide                                            A product of Ishihara Sangyo
                                                            Kaisha (Japan). It controls
                              ONECIDE 15EC                  broad leaves on dried field
                                                            such as manioc, soy – beans,
                                                            peanuts…
                                                            A product of Monsanto
                                                            (USA). It controls on rubber,
                                                            coffee plantation, reclaimed
                              ROUNDUP 480SC
                                                            land or on uncultivated land
                                                            such as ditchs, airports,
                                                            stations.
                                                            A      product       of    H.A.I
                                                            Agrochem         Joint     Stock
                              O.K 683DD
                                                            Company. It controls broad
                                                            leaf in rice fields
                                                            A product of Nihon Nohyaku
      Hoppercide              APPLAUD 10WP                  (Japan). It controls brown
                                                            plan hopper harming rice.
                                                            A product of Ishihara Sangyo
                                                            Kaisha (Japan). It controls
                              ATABRON 5EC                   beetle worms harming beans,
        Pesticide                                           cluster       caterpillar     on
                                                            vegetables…
                                                            A      product      of    BASF
                              FASTAC 5EC
                                                            (German). It controls brown


The Prospectus                         Page 9
                           H.A.I AGROCHEM JOINT STOCK COMPANY
                         28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

                                                                   plan hoppers harming rice,
                                                                   cluster      caterpillar     on
                                                                   vegetable.
                                                                   A      product      of    Dow
                                                                   AgroSciences (USA). It is
                                   BEAM 75WP
                                                                   used to prevent rice blast on
         Funqicide                                                 rice.
                                                                   A      product     of    BASF
                                   OPUS 75EC                       (German). It controls rice
                                                                   sheat blight.
                                                                   A      product     of    H.A.I
                                                                   Agrochem        Joint    Stock
                                                                   Company. It controls insects,
                                   HOPSAN 75ND
                                                                   brown plan hoppers harming
                                                                   rice, vegetables and fruit –
                                                                   trees.
         Insecticide                                               A      product     of    H.A.I
                                                                   Agrochem        Joint    Stock
                                                                   Company. It is used to
                                   HOPPCIN 50EC
                                                                   eliminate insects, brown plan
                                                                   hoppers       harming      rice,
                                                                   vegetables and fruit – trees.


 7.2 Production of products and services through 3 years.

                   Table 4: Production of products and services through 3 years

                                            Rate                   Rate      9 months of    Rate
        Year                   2004                   2005
                                             %                      %            2006        %
Herbicide                 157.439.642.977   46,8 189.616.754.234   53,0     122.240.732.988 39,7
Pesticide                  95.889.454.674   28,5  90.882.815.931   25,4     108.780.004.368 35,3
Fungicide                  66.137.409.594   19,7  65.638.547.012   18,3      69.497.059.794 22,6
Plant growth Regulator      7.605.508.257    2,3   6.993.419.392    1,9       3.198.022.892 1,0
Foliar fertilizer           1.316.493.945    0.4   2.109.057.848    0,6         657.916.326 0,2
Seeds                         785.372.800    0,2     920.973.098    0,3         103.014.400 0,0
Other products              7.246.977.620    2,1   1.694.207.303    0,5       3.641.347.770 1,2
Total number                                100                    100                      100

               Source: Sales revenues reports of 2004, 2005 and nine months of 2006.




 The Prospectus                             Page 10
                      H.A.I AGROCHEM JOINT STOCK COMPANY
                    28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

                 Sales volume/ Service In Years
      100%            5                 3.3               2.4
                     19.7              18.3              22.6
       80%
                                       25.4
       60%           28.5
                                                         35.3               Others
                                                                            Funqicide
       40%
                                                                            Pesticide
                                        53                                  Herbicide
       20%           46.8                                39.7

        0%
                    2004              2005         Nine months of
                                                        2006



7.3 Raw Materials

a. Main raw materials
Main raw materials consist of chemicals in finished product, tech grade, solvent, emulsifier,
plastic bottles, cap, seal, labels, carton box, aluminum packings, PVC packings, etc… H.A.I is
a sole distributor of many world-leading multinational chemical manufacturing companies
such as Dow AgroSciences, DuPont, Monsanto of USA, BASF of German, Sumitomo
Chemicals, Nissan, Mitsui, Ishihara of Japan and of other countries. These countries sell
materials with manufacturing and packing technology in order that H.A.I can process them in
Vietnam. That some of our solely distributed products are famous, qualified, effective, highly
evaluated and trusted brand name is one of the most important advantages of Company.

Other materials which are bought from prestigious suppliers are emulsive liquid of Takemoto
Oil – Japan, solvent of Shell, Exxon Mobil.

                                  Table 5: Main Suppliers

     Raw Materials                                       Suppliers
Facet 25Sc, Bavistin 50FL,     BASF SINGAPORE PTE
Alpha-Cypermethrin tech        LTD
                                                                 Tel: (65)6337 0330
93% (used to manufactured      7 Temasek Boulevard 35-01,
                                                                 Fax: (65) 6334 0330
Fastac EC), Opus 75EC,         Suntec Tower One, Singapore
Kumulus 80DF                   038987
Clincher 10EC, Beam 75Wp,
                               DOW AGROSCIENCES
Chlorfyripos technical 97%
                               (MALAYSIA) SDN BHD                Tel: (603) 7969 4388
(used to manufacture Nurelle
                               46350 Petaling Jaya, selangor     Fax: (603) 7958 7668
– D 25/2.5EC), Clipper
                               Darul Ehsan, Malaysia
25OD, Pulsor 23F
Finished – products: Lanate    DUPONT VIETNAM Co.,Ltd            Tel: (0650) 790 502
40SP contained in 100gr        12 Thong Nhat. Song Than II       Fax: (0650) 790 501


The Prospectus                          Page 11
                      H.A.I AGROCHEM JOINT STOCK COMPANY
                    28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

packing and Ammate 150SC        Industrial Park, Di An District,
contained in 8ml and 10ml       Binh Duong Province
packings, Ally 20DF
contained in 1,5 gr packing.
                                MONSANTO THAILAND
                                LIMITED
Roundup 480SC, Lasso                                        Tel: (662) 937 88888
                                19 Ratchadapisek road,
48EC, Echo 60EC                                             Fax: (662) 937 8844
                                Laadyao, Chatuchak, Bangkok
                                10900, Thailand
The main supplier of
SUMITOMO CHEMICAL
CO., LTD, NIHON
NOHYAKU and other               ITOCHI CHEMICAL
Japanese Companies. This        FRONTIER CORPORATION
                                                                   Tel: (81)3 3497 4436
supplier also sold Sumi –       5 -1, Kita – Aoyama 2 –
                                                                   Fax: (81)3 3497 4552
Alpha 84%, Sumithion 95%,       chome, Minato – ku, Tokyo
Sumi – Eight 12,5WP,            107 – 0061, Japan
Applaud 85%... to H.A.I
Agrochem Joint Stock
Company
The main supplier of
ISHIHARA SANGYO                 SUMMIT AGRO
KAISHA, LTD – Japan. This       INTERNATIONAL LTD
                                                                   Te: (81)3 6221 3026
supplier sold Onecide 15EC,     8 – 12, Harumi 1 – chome,
                                                                   Fax: (81)3 6221 3025
Atabron 5EC to H.A.I            Chuoku, Tokyo 104 – 6223,
Agrochem Joint Stock            Japan
Company

                               Source: Sales report of Company

b. The stableness of raw material supplying source

With the source of material enclosed brand names and supplied by foreign companies,
Company has already had agreements of production targets, price, enclosed supporting
policies signed at the beginning of the year to ensure the stableness of selling price when
launching them into the market. In cases of increasing or decreasing material supplying price,
the foreign companies always inform H.A.I Company in advance at least 3 months. The
stableness of material supplying source is ensured by building plan of delivering and
receiving goods for each month from the beginning of the year or adjust for each quarter in
order to be suitable for each crop, market and to be active in processing plans at the same
time.

To the material source which Company actively imports to serve the manufacture, Company
also builds the 3 -6 month plan to ensure supplying source and avoid interruption of
manufacture. To increase the competitiveness and avoid risk of goods shortage, Company
also chooses more than 2 suppliers to carry out the offer for each batch of goods.

c. The effect of materials’ price to revenues and profits.




The Prospectus                           Page 12
                        H.A.I AGROCHEM JOINT STOCK COMPANY
                      28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
  Almost of Company‟s raw materials which are now distributed in Vietnam are bought from
  foreign suppliers or from domestic companies. Therefore, raw materials‟ price will change
  and affect to Company‟s revenues and profits. However, price of materials and products from
  the suppliers are stable all year. The price fluctuation of the suppliers is often changed from
  the beginning of the year except for too considerable fluctuation of world market. Moreover,
  the whole main materials must be imported or sold by foreign currency so this fluctuation of
  exchange rate also affects to Company‟s profits.

                                Table 6: Chart of supplying price

                                                                                          Increase/
  Ordinal                                       At the beginning       At the end of
                  Main raw materials                                                      Decrease
  number                                             of 2005               2005
                                                                                             (%)
      1      Facet 25SC                           19.87 USD/L          19.87 USD/L             -
      2      Clincher 10EC                        23.00 USD/L          23.00 USD/L             -
      3      Beam 75WP                            32.00 USD/kg         32.00 USD/kg            -
      4      Sirius 10WP                          44.98 USD/kg         44.98 USD/kg            -
      5      2,4 D Amine 860 g/l                   1.99 USD/L           2.20 USD/L        + 10,55%
      6      Exchange rate VND/USD                    15.753               15.906          + 0,97%

                     Source: Goods purchasing reports of Sales Department

  7.4. Manufacturing Cost

  Because of characteristics of using many labors according to consuming demand of market,
  manufacturing cost often fluctuates every year. The total manufacturing cost accounts for
  87% of total revenues. Among them are raw materials which accounts for 84% of total
  revenues, sales cost which accounts for 4% of total cost and management cost which accounts
  for nearly 1% of total cost.

                      Table 7: Cost structure from 2004 to September 2006

                            Year 2004                 Year 2005(*)          Nine months of 2006
      Cost            Million        % of           Million     % of         Million     % of
                      VND          revenues         VND       revenues        VND      revenues
Cost of goods
                      303.356          90,17       301.676         84,06     263.090       85,51
sell
Sales Cost             5.927             1,76         9.740       2,71       18.211      5,92
Management cost        2.336             0,69         2.846       0,79        2.167       0,7
      Total           311.619           92,26        314.262     87,57      283.468     92,13
(*) Company officially operates as      a Joint Stock Company on February 8th, 2005. Therefore,
financial report of 2005 is a report   that was audited from February 8th, 2005 to December 31st,
2005

     Source: Finance report of 2004, audited report of 2005, Finance report of nine months of
                                              2006

  7.5. Situation of Research and Development.




  The Prospectus                            Page 13
                      H.A.I AGROCHEM JOINT STOCK COMPANY
                    28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
The Company plans to co-ordinate with business partners to develop new products that have
more preeminence and higher technology but less influence on human and environment as
well as products that have high effectiveness in crop protection.
Moreover, Technical Division also quickly researches new products of Company that meet
the requirements of applying to intensive manufacturing cultivation program of farmers at
present and in future such as biological products, mixed products with broad spectrum – high
efficacy, organic foliar fertilizer, Plan growth regulator.
Company also researches formulas of various agricultural chemicals with new active
ingredient, new solvents, additives to make the products more effective and decrease
products‟ price. Furthermore, diversifying the formulas will help Company to be more active
in material source. Besides, Company also searches and researches new kinds of packings,
new materials in order to be suitable for active elements of agricultural chemicals to ensure
stableness of products‟ quality, convenience in transportation, safety and environmental
protection and to prevent fake and mimic product.

7.6 Marketing activities.

a.   Products

With business guideline of “All for customers‟ sake”, criterions of choosing products of H.A.I
Company are “Effect – Quality – Prestige”. Moreover, Company also focus the standard of
“less toxic and familiar with environment”. Therefore, all supplied products on market show
specific traits in satisfying Vietnamese agricultural manufacturing demand. Those specific
traits are trust and admit of high quality products. Many products which are not only famous
in market but also successful in technical transfer for farmers to protect plants such as Sirius
10 WP, Facet 25 SC, Clincher 10 EC, Onecide 15 EC, Roundup 480 SC, O.K 683 DD, Fastac
5 EC, Hopsan 75ND, Atabron 5 EC, Applaud 10 WP, Hoppecin 50 EC, Beam 75 WP,
Bavitsin 50 FL, Opus 75 EC, Carbenda 50 SC, Manozeb 80 WP, etc… in turn penetrate into
markets from South to North.

b.   Product promotion

With the target of ensuring all farmers to get highest effect and safety, Company regularly
invests human resources and big cost in promotion activity to get the attention from farmers
and distribution agents. The promotion activities are introducing Company, introducing
products (technical particularity, toxicity, product awareness, product usage, poison
prevention method…), carrying out demo-plot and delivering give-away, etc…To carry out
well above contents, Company chooses the following ways:

 Organizing dealer-meeting and farmer-meeting.
 Coordinating with Sub-Plant Protection Deptartment, Agriculture Extension Cenre,
  Farmer Association to organize training courses, workshops or discussions with subjects
  of specific plant protection at each locality such as: mango, citrus, water-melons, cotton,
  rubber, cashew-nut, etc…

 Field - trial and demo-plot

 Advertising via media such as sponsoring agricultural forum program (Agricultural
  Newspaper), Plant Protection Technical Magazine in some provinces, Insect Estimation
  Program, Farmers‟ friend program (Vinh Long Television), Farmer‟s Accompanying


The Prospectus                           Page 14
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
     program (Soc Trang Television), traditional song program (Ho Chi Minh City
     Television)… and broadcasting product advertisement on TV, on radio, in some
     provinces and throughout the nation.

 Sponsoring Plant Protection Department to organize training courses of “3 gains – 3
  decreases”, IPM and safe vegetables and training courses of how to prevent rice blast,
  brown plan hopper, yellow dwarf virus – ragged stunt virus on rice and of dry flooded
  watering technical on rice (water saving).

 Printing and pesticide usage manuals, leaflets, posters, banners, etc…

c. Price policy

 Because the distributed products have high quality, Company applies price policy with
guideline of “High price – high quality” for our sales program. With this policy, the products‟
price can be higher than other products and can be a barrier for Company to penetrate into the
market. However, with strong points of remarkable high quality, Company‟s products really
bring benefits not only for users but also profit for intermediate customers who participate in
distributing the products. Therefore, the sales volume of Company increases continuously for
years and becomes more and more competitive in agricultural chemical market at the same
time.

d.   Distribution channel and marketing network.

Distribution network of Company is mainly through intermediate customers who are assigned
throughout the nation and called the 1st dealer and 2nd dealer. In order to satisfy customers‟
demand, Company established many branches assigned widely in some areas and markets
which have high demands and wide geographical scale. With the positive activities of these
branches, Company also keeps on improving marketing activities to implement business
strategies. Main marketing activities which concentrate on distribution channel are
implemented through marketing network and assigned according to the area of activity. Until
now, the marketing network exists in all provinces of Mekong River Delta, central provinces
and some northern provinces. The specific features of this marketing staff are agronomist,
youngness, activity, university education, professional marketing skills. The regular duties of
marketing staff activity are:

 Researching and forecasting market to build appropriate marketing plans.
 Deploying and implementing flexibly marketing activities such as sales policies, after –
  sales service policies, advertising and promoting activities.
 Implementing sales activities in quarter and in year and setting up sales plans with
  branches as well as having responsibility for that business plan implementation.
 Implementing customer care including intermediate customers and farmers.
 Participating in other social activities.

The positive and effective activities marketing staffs contribute to create a strong distribution
network which spreads throughout nation.

e. Expansion policy

The expansion policy is to:


The Prospectus                           Page 15
                      H.A.I AGROCHEM JOINT STOCK COMPANY
                    28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.


 Build and develop marketing network throughout nation to implement business target of
  Company and develop branches and expand the 1st dealer and the 2nd dealer which are not
  still marked on map of distribution network.

 Continue to expand, strengthen and change regularly marketing activities, promotion
  activities, program of product diversification to satisfy higher demand of the market and
  competitive pressure of domestic and foreign competitors.

 Implement strategy of “product difference” basing on our products‟ strong points to
  continue to expand old markets and penetrate into new markets.

 Deploy marketing activities for target markets such as farms, agricultural co-operatives,
  specializing farms, etc…

 Set up special promoting subjects for target plants such as fruit trees, rubber, corns,
  cotton, etc…

 Provide intermediate customers and direct customers with sales services, promoting
  policies, after – sales policies, customer care.

7.7 Brand name, registered invention and copyright.

Logo:




Logo meaning:

Our logo has crown shaped with initial meaning of “King of plant protection”. The three
green highly - rising leaves show fresh rice fields and image with 3 letters of “H.A.I” shows
basis of fresh rice. “H.A.I” is familiar abbreviation of Company‟s name which is often called
by the customers and partners. In 2005, when equitize Company, Company‟s name was
changed to H.A.I Agrochem Joint Stock Company with purpose of preserving brand name‟s
meaning. Therefore, Company‟s English name is “Hightech Agrochemical Industry”.

Trade mark:

At present, Company uses products‟ trade marks from two different possessive sources for
business transaction:

 The possessive source of the suppliers: H.A.I Company is authorized and monopolized to
  distribute these trademarks for a long time.
 The possessive source of H.A.I Company: these trademarks are directly traded or
  distributed by H.A.I Company. These trademarks also are franchised to other companies
  to distribute with strict quality management to ensure the brand name‟s prestige.


The Prospectus                          Page 16
                         H.A.I AGROCHEM JOINT STOCK COMPANY
                       28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

     At present, Company has 26 trademarks which are issued Certificate by Plant Protection
      Deparment belongs to Ministry of Agricultural and Rural Development.

                               Table 8: The registered trademarks

                                  Active Ingredient            Registered
No       Trade name                                                               Validity
                                                                number
I. Pesticide
 1 Cyper 25EC             Cypermethrin                          722/05 RR        22/7/2009
 2 Suco 50ND              Fenitrothion                          719/05 RR        22/7/2009
 3 Hoppecin 50EC          Fenobucarb                             54/04 RR        01/4/2009
                          Fenobucarb 30% + Phenthoate
4     Hopsan 75ND                                               154/04 RR        07/7/2009
                          45%
 5 Leva 10EC                                                    721/05 RR
                          Fenvalerate                                            22/7/2009
 6 Leva 20EC                                                    720/05 RR
 7 Phetho 50ND            Phenthoate                             32/04 RR        01/4/2009
II. Fungicide
 1 Bemyl 50WP                                                   98/04 SRCr        29/4/2009
                          Benomyl
                                                                 38/04 RR         16/8/2009
2     Carbebda 60WP                                             164/04 RR         30/7/2009
3     Carbebda 50 EC                                             94/99 RR         27/5/2008
                          Carbendazim                          106/04 SRCr        29/4/2009
                                                                173/04 RR         16/8/2009
                                                               790/06 SRCr        23/8/2011
4     Manozeb 80WP        Mancozeb                               39/99 RR         27/5/2008
                                                                 39/04 RR          1/4/2009
                                                               349/05 SRCr        23/5/2010
5     Ridozeb 72WP        Metalaxyl 8% + Mancozeb 64%           168/99 RR         16/8/2009
6     Helan 25WP          Pencycuron                            147/04 RR         07/7/2009
7     Cozol 250EC         Propiconazole                         174/04 RR         24/8/2007
                                                                122/99 RR        22/10/2007
 8 Top 70WP              Thiophanate Methyl                      31/04 RR          1/4/2009
 9 Top 50SC                                                     158/04 RR         22/7/2009
10 Coben 25EC            Triadimefon                            150/04 RR         07/7/2009
11 Vali 3DD              Validamycin A                          148/04 RR         07/7/2009
12 Vali 5DD                                                      149/04RR
13 Ramat 80WP            Zineb                                  151/04 RR        07/7/2009
III. Herbicide
1     O.K 720 DD         2.4 D                                  55/04 RR          1/4/2009
2     O.K 683 DD                                               157/04 RR         22/7/2009
3     Suron 80 WP        Diuron                                146/04 RR          7/7/2009
4     Fenothyl 7.5EW     Fenopxaprop – P - Ethyl               111/02 RR          9/9/2007
5     Dream 480 SC                                             153/04 RR          7/7/2009
                         Glyphosate Isopropylamine salt
6     Dream 360 SC                                             163/04 RR         22/7/2009
                   Source: Brand name policy report of Marketing Department

    7.8 Business Developmental Plan



    The Prospectus                        Page 17
                      H.A.I AGROCHEM JOINT STOCK COMPANY
                    28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

 Continue to improve activities of seed business by preparing to approach and set up plan
  of trading gene transferring seeds on industrial crops as the government permits the
  cultivation.

 Real Estate Investment: prepare to make plan of project “Agricultural Commercial Center
  - Office Building” at 358 Kinh Duong Vuong Street, An Lac, Binh Tan District with
  business target of agricultural materials, services and offices for rent. Expected time is
  from the beginning of 2008 and operates at the end of 2009.

 Financial activity: With the developing plan for coming three years, in order to achieve
  turnover plan of nearly 700 billions which is 3 times in comparison with quantity of
  current capital cycle, the capital must satisfy from 230 to 250 billions. Moreover, with the
  plan of constructing “Agricultural Commercial Center - Office Building”, H.A.I Company
  has to mobilize capital to implement financial investment. The financial investment is
  expanded when Company starts to be listed on Stock Market. This field is expected to
  account for 2 – 4% of turnover.

 Expand the market to foreign countries by quickly penetrate and distribute products to
  Cambodian and Laos market at the beginning of 2007. The expected turnover from these
  two markets accounts for 1 -2 % of the next year turnover.

 Dealing in other products to diversify business products, Company need to expand other
  fields such as chemicals, plastic beads, etc…

8. Business Activity Report of two recent years.
8.1 Summarized financial performance for two recent years
                    Table 9: Financial performance for 2004 – 9/2006

                                                                      Unit: Million VND
                                                                           % of
                                                                       increase and
                                                            Year                      9 months of
                 Item                     Year 2004                     decrease in
                                                          2005(*)                          2006
                                                                         2005 and
                                                                           2004
Total Assets                                243.274       338.508           175          255.114
Net Sales                                   336.420       358.863           107          307.666
Operating Incomes                            33.064        57.187           173           21.630
Other Incomes                                 4.064              -         -100           17.665
Earning before tax                           22.450        43.344           193           39.295
Profit after tax                             16.232        43.344           267           39.295
Profit ratio (%)                                -            55%             -             29%
Dividend ratio (%)                              -            21%             -             10%
                                                                               th
(*) Business officially operates as a Joint Stock Company on February 8 , 2005. Therefore,
financial report of 2005 is financial report which was audited from February 8th, 2005 to December
31st, 2005.

Source: Finacial Statement in 2004, Audited Finacial Statement in 2005, Finacial Statement
                                  of 9 months in 2006.



The Prospectus                          Page 18
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
8.2 Factors affecting the company’s business in reported years

Internal factors

Price of crude oil in the world has increased continuously since 2005 and effected to global
economy. The raw material source used in agricultural chemical industry mostly originates
from petroleum. Therefore, input price of raw material source, especially, solvent source,
plastic packing materials are all effected by price increase from the suppliers makes
manufacturing cost increase and products‟ price increase highly.

At the beginning of this year, the brown plan hopper epidemic appears with high density and
transmits the yellow dwarf virus and ragged stunt virus at the southern provinces to decrease
the rice production at some localities and create difficulties for intermediate customers in long
– term investment in materials, fertilizers, pesticides. Therefore, that Company can not collect
debt leads to too big debt to the Company.

Export price of agricultural products in 2006 increases highly such as rice, coffee, rubber,
pepper, etc…helps farmers get profits. From that moment, they strongly invest in intensive
cultivation and create great chance for Company to supply many products and increase the
sales turnover.

The company continues to get preferential income tax policy after equitizing, this contributes
largely to increasing business capital source.

External factors:

With business type as a Joint Stock Company operating according to the Business Law, the
progress of business management of Company‟s governing body has more advantages in
mechanizm, plans, business activity and business decision. Therefore, business activities of
Company have much prosperity and gets higher business growth rate in comparison with that
of previous years.

The perfection of distribution network, increase of marketing staff who have high education
and professional skills, business focus on some products having high profitable rate and
preferential income tax affect positively to business activities in 2006. The turnover of 2005
only increases 7% in comparison with that of 2004. However, operating profit of 2005
increase 39% in comparison with that of 2004.

9. The position of Company in comparison with other companies
9.1 The position of Company in the market

 At present, H.A.I Agrochem Joint Stock Company is evaluated as a leading company of
agricultural chemicals business in Vietnam. This assessment bases on some criterions. Those
criterions are that:
 A business whose business operating time is longer than that of other businesses in the
    same agricultural chemical fields and whose experiences and international relationship are
    wide.

 Having large business capital (rank 2nd position in business agricultural chemical
  companies)


The Prospectus                           Page 19
                      H.A.I AGROCHEM JOINT STOCK COMPANY
                    28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.


 Having large buying and selling turnovers which account for 10% - 12% of market share
  throughout the nation.

 Having distribution network that spreads throughout the nation with 7 branches and over
  300 intermediate distributive customers.

 Dealing products which have high quality, fame and trust of farmers and which are
  evaluated as a national leading company by customers.

 Having experienced, active staffs who work throughout the nation.

 Having brand names known by many domestic and foreign customers.

9.2 The prospect of industry

With above position, H.A.I Agrochem Joint Stock Company has full conditions to build short
– term and long – term business plan to make business results more increasing than previous
year. The developing orientation of Company in comparison with industry, governmental
policies and world tendency are follow:

 The increasing rate of agricultural chemical market from 2000 to now increases averagely
  over 15% per year, especially in value of selling and buying turnovers. The entrepreneurs
  estimate that this rate will be maintained until 2010. The main reason is that farmers‟
  demand for using agricultural chemicals is expanded to many kinds of different plants,
  especially industrial plants, fruit trees and intensive cultivation program is applied.

 That situation of exporting agricultural products will increase after Vietnam joins WTO is
  a factor for farmers to select agro-chemicals which have high quality to apply to
  agricultural cultivation and decrease risk of pesticide‟s residue in exporting agricultural
  products. These also create chances for H.A.I‟s sales volume to increase strongly in
  forthcoming time.

 The farmers‟ life quality becomes more and more increasing. Their knowledge is
  improved and awareness will push them to invest in high prestige-quality products for
  agricultural cultivation process is also a factor to help Company‟s sales turnovers increase.

 Both the world and Vietnam are interested in environmental problems and the impacts to
  living environment. Many large companies such as Dow AgroSciences, BASF, DuPont,
  Monsanto, Sumitomo, etc…, they will bring Company developing advantages as the
  suppliers of material sources and developing scientific technology.

9.3 The Competitors

Company‟s main market which accounts for 75% of total turnover focuses on some provinces
in the Mekong River Delta. The business agro- chemical market in Vietnam has more than
100 companies. Among them are Joint Stock Companies, Limited Companies and Foreign
Companies such as:

                               Table 10: List of the competitors

The Prospectus                           Page 20
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.


     No                                                  Foreign Companies and 100%
                     Domestic Companies
                                                                      FDI
           An Giang Pesticide Supply Joint Stock       Bayer Crop Science Vietnam Co.,
     1
           Company                                     Ltd
     2     ADC Co., Ltd                                Map Pacific Vietnam Company
           Sai Gon Plant Protection State Limited
     3                                                 Arysta Agro Vietnam Company
           Company
     4     Vipesco Joint Stock Company
           Vietnam Decotaminate Joint Stock
     5
           Company

                 Source: Developing orientation report of Sales Department

10. Labour Policy
10.1 Labour quantity and labour structure

The total employees of Company at the time of September 30th, 2006 are 164 ones with the
following structure:

          Table 11: Company’s labour structure at the time of September 30th, 2006

                      Categories                    Number of Persons   Rate (%)
          Education
          Graduate and Postgraduate Education              99                60%
          College Education                                16                10%
          Technicians and Other Education                  49                30%
          Contract
          Long – term Contract                            142              87%
          Short – term Contract                            22              13%
                         Total                            164             100%

                           Source: List of Employees of Company

10.2 Labour Policy

a.   Working time

The working hour of Company is 44 hours/week and 8 hours/day. Basing on manufacturing
requirements, Directors, Warehouse Leaders, Foremen will mobilize staffs to work overtime
but it can not exceed 4 hours/day/person and 200 hours/year/person. Otherwise Company and
staffs can negotiate the overtime.

Staffs can be off 1,5 days/week. The staffs who work fully for 12 consecutive months at the
company shall be provided annual leave of 12 days/year. The Company shall increase the
number of leave days depending on the length of service of the employees at the Company,
one additional leave day for every five (5) years of service.




The Prospectus                          Page 21
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
Moreover, every year all staffs of Company will be off 8 days/year for holidays. If these days
coincide with other holidays, staffs will have a day off on next day in compensation.

b. Recruitment and Training Policy
The management ensures that recruitment policy does not discriminate gender and status and
in compliance with the relevant law and regulations of the Government. The company
recruits employees from employment agency, walk-in, recommendation, internal promotion
and head hunters. The Company regularly examines knowledge and profession skill so that
the purpose is efficiency, suitable human resource and streamlining labor costs.

 Every year, basing on the working requirements, the directors of all departments will
determine training demand and coordinate with Human Resource and Administration Director
to organize training courses. The training demand arises due to organizational structures‟
change, quality policy and quality target change. Those who works at the Company at least 3
consecutive years and want to get post – graduate degrees or 1 more degree to serve their
work, the company will support 50% of tuition with condition that the staffs have to get
graduation degrees.

If school hours are out of working hours, the staffs will receive the salary of turnover and
bonus. If they have to be off work for studying, they only can receive basic salary and
allowance of Company for each specific case. If the staffs are delegated by Company,
Company will assist 100% of tuition and pay 100% salary basing on turnover for those staffs.
Within 3 years after completing the study, those staffs are not permitted to terminate contracts
unilaterally to work at other company without Company‟s approval. If the staffs break this
rule, they have to compensate the whole training fees and salaries for Company. Those who
have low education will be supported 50% of tuition for overtime studying.

11. Dividend Policy

Basing on Company‟s Charter, the annual dividend rate is proposed by the Board of Directors
and is decided by the Shareholders Meeting.
-   The Company only pays dividends to shareholders if it has profit in business after paying
    tax as well as fulfilling other financial duties according to applicable laws.
-   Shareholders shall receive dividends proportional to their capital contributions.
-   Dividend rate shall be decided by the Shareholders Meeting based on proposal made by
    the Board of Management in reference of status of the fiscal year and business planning of
    the coming years.
-   Depending on the operating status, the Board of Management can make dividend payment
    in the middle of the term if it deems that the Company‟s profitable capability allows for
    this.
HAI Agrochem Joint Stock Company intends to pursue a dividend policy in line with its
profitability that would allow shareholders to receive parts of the profits of the Company as




The Prospectus                            Page 22
                        H.A.I AGROCHEM JOINT STOCK COMPANY
                      28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
well as maintaining adequate reserves for its future growth and expansion. The dividend rate
of 2005 is 21%.


12. Financial Status
12.1 Basic targets

a.   Depreciation of fixed assets
The company applies the depreciation rates for office equipments, motor vehicles, buildings,
machinery and equipment. Fixed assets are depreciated on the straight-line method to write
off the cost of the assets over their estimated useful lives according to official letter No.
2536/TC – TCDN dated March 20th, 2003 of Ministry of Finance. To other fixed assets,
Company implements the depreciation by using straight method to deduct gradually assets‟
original price during serviceable time which are estimated as follows:

-    Workshop and architectural work: 10 – 25 years
-    Machine and equipment: 5 – 7 years
-    Means of Transportation: 6 – 10 years
-    Office Equipment: 3 – 7 years

b.   Average salary

In addition to the amount of money which Company has to pay for the labourers according to
regulations of salary, social insurance and medical insurance in 2005, Company also extracts
allowance to pay for labourers such as noxious allowance, etc… to increase labourers‟
incomes. The total average income at the time of September 30th, 2006 is 3.609.989
person/month and it tends to increase in future.

                                    Table 12: Average salary
                                                                                Unit: VND
                 No
                                    Year                    Average Salary
                  1              2004                         2.935.504
                  2              2005                         3.382.199
                  3       Nine months of 2006                 3.609.989

                  Source: The report of HR and Administration Department




                                        The average level of salary
                                                                      3609989
                                                  3382199
                              2935504




The Prospectus                             Page 23

                               2004                  2005         9 months of 2006
                            H.A.I AGROCHEM JOINT STOCK COMPANY
                          28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.




  c. Paying-off any debt on maturity
  The Company always pays sufficiently and timely its debts and borrowings.
  d.       Financial obligations according to applicable laws
  The company always pays sufficiently and timely VAT tax, income tax in accordance with
  regulations of the Government.
  e. Retained funds
  Pursuant to the Company‟s charter, the company will allocate profit after tax to reserve fund
  to add in charter capital complying with current laws. This allocation will not excess five per
  cent (5%) profit after tax and be allocated until the Reserve fund hold 10% of charter capital
  of the Company.
   - The reward and welfare fund is extracted maximaly 6 months of salary from profits after
     tax.
  f. Bank loan
  On 30/09/2006, total debts of the company are as followings: VND 10,820,948,173

                                         Table 13: List of funds

                                                                              Monetary unit: VND
Ordinal
                                                                                    Nine months of
Number                       Fund                Year 2004         Year 2005 (*)
                                                                                         2006
       1    The financial reserve fund              -         1.556.995.373      1.556.995.373
            The investment and
     2                                       84.708.733.205 14.719.714.188 14.719.714.188
            development fund
            The reward and welfare
     3                                         87.529.000     2.784.714.593      1.743.822.896
            fund
(*) The business operates as a joint stock company on February 8th, 2005. Therefore, the financial
report of 2005 is the report which was audited from February 8 th, 2005 to December 31st, 2005.

           Source: Financial statement in 2004, audited Financial statement in 2005, Financial
                                    statement of 9 months in 2006.

                                          Table 14: The loans

                                                                              Monetary unit: VND
       No             Item              Amount          Duration     Interest rate    Purpose


  The Prospectus                              Page 24
                           H.A.I AGROCHEM JOINT STOCK COMPANY
                         28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.


     1        HSBC Bank               6.322.948.173           3 months    SIBOR + 2% To      satisfy
                                                                                     business
              Basic labour                                                           demand
              Union of H.A.I                                                         (offering
     2                                4.498.000.000           3 months               credit levels
              Agrochem Joint
              Stock Company                                                          for
                                                                                     customers)
                    Total             10.820.948.173


         Source: Financial statement in 2004, audited Financial statement in 2005, Financial
                                  statement of 9 months in 2006.

g.       Receivable and payable status
-        Current receivable and payable status:
                                       Table 15: Accounts receivable


                                                                                  Monetary Unit: VND
                                                                                            9 months of
    No                  Norm                           2004                  2005 (*)
                                                                                                2006
    1      Trade account receivable               99.142.602.877         102.704.254.872 87.008.814.544
    2      Prepayment to the suppliers             2.472.200.699          1.722.810.800    4.084.353.540
    3      Other receivables                       1.412.898.780          4.363.128.611    5.610.561.644
    4      Provision for doubtful debts                   -                     -                 -
                Total number                69.743.404.690    108.790.196.283 96.703.729.728
(*) The business operates as a joint stock company on February 8th, 2005. Therefore, the financial
report of 2005 is the report which was audited from February 8 th, 2005 to December 31st, 2005.

         Source: Financial statement in 2004, audited Financial statement in 2005, Financial
                                  statement of 9 months in 2006.

Because H.A.I Joint Stock Company operates in agricultural chemical field and the products
mainly serve agricultural cultivation. Therefore, only when the crop comes, the dealers collect
debts because the farmers harvest and pay debts. That is why Company applies the term of
debt level for agents from 60 to 80 days. Therefore, the receipts must be higher at this time
until the payment period.

-       Accounts payable:
                                          Table 16: Accounts payable


                                                                                  Monetary Unit: VND
                                                                                       9 months of
    No                  Item                   Year 2004            Year 2005 (*)
                                                                                          2006
              Short-term borrowings           98.553.653.436       205.446.733.052    83.859.450.512



The Prospectus                                  Page 25
                          H.A.I AGROCHEM JOINT STOCK COMPANY
                        28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

   1       Short-term borrowings          10.445.000.000      54.498.000.000            10.820.948.173
   2       Trade accounts payable         39.062.010.450      51.601.444.557            34.664.726.915
   3       Advances from customers         1.358.959.097          162.555.587           4.196.266.937
           Taxes and amounts
   4                                       3.616.173.050          1.996.958.225         1.073.043.059
           payable to state budget

   5       Payable to employees            520.571.123                  -                     -
   6       Intra-company payables                -                 32.306.754            (9.593.496)
   7       Other payables                 43.551.939.716       97.155.467.929           33.104.465.428
                    Total                 98.553.653.436      205.446.733.052           83.849.857.016
(*) The business operates as a joint stock company on February 8th, 2005. Therefore, the
financial report of 2005 is the report which was audited from February 8 th, 2005 to
December 31st, 2005.

       Source: Financial statement in 2004, audited Financial statement in 2005, Financial
                                statement of 9 months in 2006.


The short – term debt and loan of 2005 is higher than other years. The reasons are that:

 The short – term loan of 2004 is 10 billion while loan of 2005 is 54 billion. The main
  reason of increasing debts‟ surplus is that H.A.I Company expands the distribution
  network which consists of over 300 dealers throughout the nation. Therefore, the debts‟
  surplus of the customers in 2005 is 102 billions which is higher in comparison with 67
  billions in 2004.

 Because Company has to prepare goods at the end of each year which is the time of winter
  and spring crop, the paying items for sellers also increase from 39 billions in 2004 to 51
  billions in 2005.

 Moreover, other payables of 2005 (97 billion) increase higher than that of 2004 (43
  billion). The reason is that Company has to remit amount to government from the
  equitization process.

12.2 Financial ratio
                                     Table 17: The financial ratio

           Description                       Unit      Year 2004            Year 2005        09/2006
Liquidity ratio (times)
- Current ratio                             Time           1,73               1,59             2,86
- Quick ratio                               Time           0,63               0,90             1,31
Capital structure
- Liabilities/Total asset (%)               Time           0,56               0,61             0,33
- Liabilities/Total equity (%)              Time           1,28               1,54             0,49


The Prospectus                               Page 26
                        H.A.I AGROCHEM JOINT STOCK COMPANY
                      28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

 Performance ratio
 - Inventory‟s cycle                    Cycle        2,43            2,38           1,93
 - Revenues/total assets                Cycle        1,29            1,06           1,04
 Profitable ratio
 - Profit after tax/                    Time         0,05            0,09           0,13
 - Return on equity                     Time         0,14            0,23           0,23
 - Return on asset                      Time         0,06            0,09           0,15
 - Operating profit/                    Time         0,07            0,12           0,07

      Source: Financial statement in 2004, audited Financial statement in 2005, Financial
                               statement of 9 months in 2006


 Company‟s business activities depend on agricultural manufacturing seasons. Therefore, the
 high demand of reserve merchandise show through low indicators of inventory circle and total
 assets‟ cycle. To satisfy business demand, the Company have to use 1 VND of proprietor‟s
 capital plus 1,54 VND liability. Because Company uses liabilities as well as credit from the
 suppliers, so this capital usage does not affect to profitable and stable growth. This shows
 ratio of profit/equity higher than 1.

 12.3 Explaining item except from item in audit report of 2005

 H.A.I Joint Stock Company officially operates on February 7th, 2005. As a Company changed
 from governmental business to a joint stock company, Company has already made some
 changes in salary policy basing on staffs‟ abilities, business results and payment through
 ATM system. With this new policy, each staff will only know their own salary. This policy
 aims to prevent the conflicts between employees which affect to Company‟s business
 activities. However, Company has already registered salary with Tax Agency and pay
 personal income tax of 2005.

 13. Explain in balance sheet from January 1st, 2005 to February 7th, 2005 and figures in
 balance sheet at the time of February 7th, 2005 in property hand-over minutes of
 Pesticide Supply Company No.2 for H.A.I Joint Stock Company.

 Basing on minutes of checking tax balance in 2002, 2003, 2004 and in January and February
 of 2005 of Ho Chi Minh City Tax Bureau numbered 584/CT – TTr2 and 585/QĐ – CT – TT2
 on November 16th, 2005 and minutes of checking financial balance report (from June 30th,
 2003 to February 7th, 2005), the figures in balance sheet from January 1st, 2005 to February
 7th, 2005 change as follows:

                                                      DIFFERENCE
                                                       ( between
                     FIGURES OF      FIGURES IN       hand – over
                        INITIAL        HAND –         minutes and
     ASSET                                                                  EXPLANATION
                         TERM           OVER           figures of
                      (07/02/2005)    MINUTES         ending term
                                                      on February
                                                       7th, 2005)
ASSET


 The Prospectus                         Page 27
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
A. III. Account                                                          Reduce VAT, balance tax
   receivable        74.175.597.154   74.092.211.139      -83.386.015 which is identified to pay
                                                                         and to be deducted from
- VAT deductible      5.083.380.864    4.999.994.849      -83.386.015 VAT.
B. Fixed assets
                                                                         Reduce value of pesticide
    and long –
                      8.443.022.620    7.970.474.500     -472.548.120 analyzing equiment which is
    term                                                                 kept for Monsanto Company.
    investment
        Total                                            -555.934.135
 RESOURCES
A. I. Current
liabilities
                                                                         Increase tax because of
                                                                         paying arrears in 2002,
- Statutory
                    116.586.883.424 112.696.553.972     -3.890.329.452   2003, 2004 and from
obligations                                                              January      1st,  2005  to
                                                                                     th
                                                                         February 7 , 2005.
                                                                         Increase because of solving
                                                                         redundant salary which is
                      2.454.291.825    3.984.589.244   +1.530.297.419    deducted from governmental
                                                                         capital in business.
- Payables to
                      (439.383.586)                0     +439.383.586
employees
                                                                         Reduce because of transfer
                                                                         budget      of     promotion,
                                                                         advertising cost kept for
                                                                         foreign companies to profit
                                                                         (VND -5.387.462.337) and
- Other payables     50.480.922.708   44.620.912.251    -5.860.010.457   decreasing the value of fixed
                                                                         assets (pesticide analyzing
                                                                         equipment)       kept       for
                                                                         Monsanto Company (VND
                                                                         472.548.120)
                                                                         Increase debts because of
III. Other
                                 0    12.001.085.684 +12.001.085.684     keeping national reserving
liabilities                                                              goods
B. Owner’s equity   144.113.783.054 135.447.092.687     -8.666.690.367   Decrease capital because of
                                                                         transferring 12.001.085.684
I.1. Operating                                                           which is value of national
                     59.924.875.973   47.923.790.289   -12.001.085.684   reserving goods from capital
equity
                                                                         source to other debts.
                                                                         Increase fund because of
                                                                         supplementing               the
I.4 Development                                                          development and investment
and Investment                   0     2.814.569.193    2.814.569.193    fund      from       identified
Fund                                                                     additional profits according
                                                                         to minutes of checking tax
                                                                         balance.
                                                                         Increase       profits      for
                                                                         compensating       loss      of
                                                                         identified additional profits
I.6 Undistributed                                                        according to minutes of
                       -491.927.824                0     +491.927.824    checking tax balance and
earnings
                                                                         financial    balance      from
                                                                         January     1st,   2005      to
                                                                         February 7th, 2005.




  The Prospectus                         Page 28
                        H.A.I AGROCHEM JOINT STOCK COMPANY
                      28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
                                                                          Increase fund because of
                                                                          bonus and welfare fund
II.2 Bonus and
                        -27.898.300                0     +27.898.300      according to minutes of tax
Welfare Fund                                                              balance    and    financial
                                                                          balance.
       Total                                             -555.934.135


  14. The figures in balance sheet at the time of February 7th, 2005 of property hand –
  over minutes of Pesticide Supply Company No.2 for H.A.I Joint Stock Company and
  initial term’s figures in balance sheet of audited financial report from February 8th, 2005
  to December 31st, 2005.

  Before 2004, Company applied form of financial Statement according to the Decision
  No.1141 – TC/CĐKT on October 1st, 1995 of Ministry of Finance. In 2005, the form of
  accounting report changed according to circular of 23/2005/TT – BTC on March 30th, 2005
  promulgated with Decision No.15 – TC/CĐKT of Ministry of Finance. Therefore, some
  previous items in balance sheet of are different but the accounting content are the same.



                        NUMBERS        NUMBERS OF
                                                        DIFFERENCE
                       OF INITIAL        ENDING
       ASSET                                            (initial term –       EXPLANATION
                         TERM             TERM
                       (08/02/2005)     (07/02/2005)     ending term)
      ASSETS
III. Receivables      69.743.404.690   74.092.211.139    -4.348.806.449
                                                                            Transfer from in
- Other receivables    2.182.014.585    1.530.826.185    +651.188.400       advanced account
                                                                            Transfer to receivable
- VAT deductible                        4.999.994.849    -4.999.994.849     tax of 2005
IV. Other short –
                       4.999.994.849                     4.999.994.849
term assets
                                                                            Transfer from
- Receivable Tax       4.999.994.849                    +4.999.994.849      deductible VAT
V. Other working
                                        5.453.625.585    -5.453.625.585
assets
- In Advanced                                                               Transfer to other
                                         651.188.400      -651.188.400      receivable of 2005
account
                                                                            Transfer to long-term
- Waiting expenses                      4.802.437.185    -4.802.437.185     prepaid of 2005
VI. Other long –
                       4.802.437.185                    +4.802.437.185
term assets
- Long-term prepaid                                                         Transfer from waiting
                       4.802.437.185                    +4.802.437.185      expenses
expenses
Total                                                          0
SOURCES
I. Short – term
                      146.144.732.343 112.696.553.972 +33.448.178.371
liability
                                                                            Transfer from other
                                                                            liabilites
- Other payables      78.069.090.622   44.620.912.251   +33.448.178.371     12.001.085.684
                                                                            (national reserve



  The Prospectus                         Page 29
                           H.A.I AGROCHEM JOINT STOCK COMPANY
                         28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
                                                                             goods)
                                                                             Record increase other
                                                                             obligables of
                                                                             21.447.092.687
                                                                             because of different
                                                                             value of governmental
                                                                             capital at the time of
                                                                             hand – over in
                                                                             comparison with value
                                                                             at the time of
                                                                             equitization
                                                                             (135.447.092.687 –
                                                                             114.000.000.000)
III. Other liabilities                    12.001.085.684   -12.001.085.684   Transfer to other
- National reserve                                                           payables and
                                          12.001.085.684   -12.001.085.684   obligables of 2005
commodity
                                                                             Record reduce the
                                                                             different value of
                                                                             governmental capital at
B. Sources               114.000.000.000 135.447.092.687   -21.447.092.687   the time of hand – over
                                                                             in comparison with the
                                                                             time of equitization
      Total number                                                       0


  15. Board of Management, Control Board, Board of directors
  Board of Management

  1. Mr. DANG THANH CUONG – Chairman of B.O.M, General Director

   Gender                   :          Male
   Date of birth            :          20/04/1955
   Place of birth           :          Tien Giang Province
   Nationality              :          Vietnam
   Permanent Address        :          08, 7B Street, An Lac Residential Area, An Lac Ward,
    Binh Tan
   District, Ho Chi Minh City
   Education                :          Graduated
   Qualification            :          Agronomist

  Work experience:

   1979 – 1985                :        Technical Manager of Southern Pesticide Supply Center
    (Tien
   Giang Province)
   1985 – 1995                :        Technical Manager of Pesticide Supply Company No.2
   1995 – 1999                :        Vice Director of Pesticide Supply Company No.2
   Current Position           :        Chairman of B.O.M, General Director
   Any legal violations (if any)       :      nil
   Number of shares owned :            6.905.000 shares account for 60.57% of Chartered
    capital.


  The Prospectus                           Page 30
                     H.A.I AGROCHEM JOINT STOCK COMPANY
                   28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

 Any interests which may conflict the company's benefits: nil


2.   Mr. QUACH THANH DONG – Vice Chairman of B.O.M, Deputy General Director
    Gender            :   Male
    Date of birth     :   04/03/1962
    Place of birth    :   Nhon My Commune, An Nhon District, Binh Dinh
     Province.
    Nationality       :   Vietnam
    Permanent Address :   124, No 3 Street, Binh Tri Dong Ward, Binh Tan
     District, Ho Chi
    Minh City.
    Education         :   Post-Graduated
    Qualification     :   Agronomist, Political Bachelor, MBA.


Work experience:

 Technical Officer of Southern Pesticide Supply Center; Plan Protection Department;
  Sales, Promotion Dept. Manager of Pesticide Supply Company No.2
 Current Position           :       Vice Chairman of B.O.M, Deputy General Director
 Any legal violations (if any): nil
 Number of shares owned :         100.000 shares accounting for 0.88% of Chartered
  capital
 Any interests which may conflict the company's benefits: nil


Mr. NGUYEN CONG CHIEN – Member of B.O.M

 Gender                         :         Male
 Day of birth                   :         12/09/1965
 Place of birth                 :         Trung My Tay Commune, Hoc Mon District, Ho
  Chi Minh City
 Nationality                    :         Vietnam
 Permanent Address              :         160/1/28 Xo Viet Nghe Tinh Street, Ward 21,
  Binh Thanh District, Ho Chi Minh City
 Education                      :         Graduate
 Qualification                  :         Bachelor of Economics

Work experience:
 1988 – 1989                      :      Accountant of Dong Hung Thuan construction
  material manufacturing enterprise – Hoc Mon District
 1989 – 2005                      :      Planning Department Staff – Pesticide Supply
  Company No.2
 Current Position                 :      Member of B.O.M, Sales Director
 Any legal violations (if any)    :      nil
 Number of shares owned           :      100.000 shares accounting for 0.88% of
  Chartered capital


The Prospectus                         Page 31
                     H.A.I AGROCHEM JOINT STOCK COMPANY
                   28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

 Any interests which may conflict the company's benefits: nil

3. Ms. NGUYEN THI LE HANG - Member of B.O.M

 Gender                            :      Female
 Date of birth                     :      26/01/1951
 Place of birth                    :      Bac Ninh Province
 Nationality                       :      Vietnam
 Permanent Address                 :      343/40 Nguyen Trong Tuyen Street, Ward 1, Tan
  Binh District,
 Ho Chi Minh City
 Qualification                     :      Bachelor of Law

Work experience

 1977 – 1985                      :      Financial and Accounting Vice Manager of
  Underground Water Exploitation Enterprise No.2 – Ministry of Industry
 1985 – 2005                      :      Chief Accountant of Pesticide Supply Company
  No.2
 Current position                 :      Member of B.O.M, Financial and Accounting
  Director – Chief Accountant.
 Any legal violations (if any)    :      nil
 Number of shares owned           :      100.000 shares account for 0.88% of Chartered
  capital
 Any interests which may conflict the company's benefits:     nil

4. Ms. TRAN TANG PHI OANH – Member of B.O.M

 Gender                            :      Female
 Date of birth                     :      28/11/1970
 Place of birth                    :      Ho Chi Minh City
 Nationality                       :      Vietnam
 Permanent Address                 :      32/21 Ho Thi Ky Street, Ward 1, District 10, Ho
  Chi Minh City
 Education                         :      Post-Graduated
 Qualification                     :      Bachelor of English, Bachelor of Finance and
  Accounting, MBA

Work Experience
 1992 – 1994                       :      Executive Secretary of Shico Sunrise Enterprise
  – Taiwan
 1994 – 2000                       :      Administration Manager of Korea Future Hotel
  Company – Korea
 2000 – 2005                       :      Administration Manager of Pesticide Supply
  Company No.2
 Current position                  :      Member of B.O.M, HR and Administration
  Director
 Any legal violations (if any)     :      nil



The Prospectus                          Page 32
                    H.A.I AGROCHEM JOINT STOCK COMPANY
                  28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

 Number of shares owned           :      63.400 shares account for 0.56% of Chartered
  capital
 Any interests which may conflict the company's benefits: nil


5. Mr. TRAN VAN PHAT – Member of B.O.M

 Gender                          :       Male
 Date of birth                   :       20/04/1966
 Place of birth                  :       Ho Chi Minh City
 Nationality                     :       Vietnam
 Address                         :       29/9 Nam Thoi Village, Thoi Tam Thon
  Commune, Hoc Mon District
 Education                       :       Graduated
 Qualification                   :       Bachelor of Finance and Accounting

Work Experience

 5/1992                        :     Office of Financial Department, Hoc Mon
  District
 9/1992                        :     Chief Accountant of Hoc Mon Plant Company
 4/2001 – now                  :     Member of B.O.M of H.A.I Joint Stock
  Company, Chief Accountant of Hoc Mon Joint Stock Company

 Any legal violations (if any)    :      nil
 Number of shares owned           :      291.770 shares account for 2.56% of Chartered
  capital
 Any interests which may conflict the company's benefits: nil

Control Board

1. Mr. NGUYEN TRI PHUONG – Head of Control Board

 Gender                          :       Male
 Date of birth                   :       19/09/1970
 Place of birth                  :       Vinh Phuc Province
 Permanent address               :       18 bis/21, Nguyen Thi Minh Khai Street, Dakao
  Ward, District 1, Ho Chi Minh City
 Education                       :       Graduated
 Qualification                   :       Economic Bachelor

Work experience

 Current position                 :      Head of Control Board, Accountant of Salary
 Any legal violations (if any)    :      nil
 Number of shares owned           :      15.000 shares account for 0.13% of Chartered
  capital
 Any interests which may conflict the company's benefits: nil



The Prospectus                         Page 33
                     H.A.I AGROCHEM JOINT STOCK COMPANY
                   28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

2. Mr. NGUYEN CHI LINH – Member of Controlling Board

 Gender                            :      Male
 Date of birth                     :      29/10/1972
 Place of birth                    :      Binh Lap – Long An
 Nationality                       :      Vietnam
 Address                           :      6 Village – Nhi Thanh Commune – Thu Thua
  District – Long An
 Education                         :      Post-Graduated
 Qualification                     :      Agronomist, Bachelor of English, MBA

Work Experience

 1996 – 2005                      :      Promotion Dept.staff of Pesticide Supply
  Company No.2
 Current position                 :      Member of Controlling Board, Deputy Director
  of Marketing Dept.
 Any legal violations (if any)    :      nil
 Number of shares owned           :      102.000 shares account for 0.89% of Chartered
  capital
 Any interests which may conflict the company's benefits: nil


Ms. NGUYEN THI THU HONG – Member of Controlling Board

   Gender                          :      Female
   Date of birth                   :      17/11/1973
   Place of birth                  :      Ca Mau Province
   Nationality                     :      Vietnam
   Permanent Address               :      39C III Zone, Duc Hoa Town, Long An Province
   Education                       :      Graduated
   Qualification                   :      Bachelor of Enterprise Accounting

Work experience

 1993 – 1996                      :      Statistical Staff of B4 Warehouse – Pesticide
  Supply Company No.2.
 1997 – 1999                      :      Statistical Staff of Long Hiep Factory – Pesticide
  Supply Company No.2.
 2000 – now                       :      Member of Controlling Board, Chief Accountant
  of Long Hiep Joint Stock Company
 Any legal violations (if any)    :      nil
 Number of shares owned           :      136.890 shares account for 1.2% of Chartered
  capital
 Any interests which may conflict the company's benefits: nil


16. Assets

The Prospectus                          Page 34
                             H.A.I AGROCHEM JOINT STOCK COMPANY
                           28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

    a. Using-right of land

    H.A.I Agrochem Joint Stock Company now has using-right of land as follows:

    1. 28 Mac Dinh Chi Street, Dakao Ward, District 1, Ho Chi Minh City
    
       Area: 325,05m2

    2. 358 Kinh Duong Vuong, An Lac Ward, Binh Tan District, Ho Chi Minh City
     Area: 4.506 m2

    3.Plot No.B30 – B43, No 12 Street, Le Minh Xuan Industrial Park, Binh Chanh District, Ho
      Chi Minh City
     Area: 4.283 m2

    4.    Km 1990, Highway, My Can Hamlet, Nhi My Commune, Cai Lay District, Tien Giang
          Province
    
          Area: 2.298 m2

    5.     Tra Noc I - Industrial Park, Can Tho City
    
          Area: 2.000 m2

    6.     35 An Chau Town, Chau Thanh District, An Giang Province
    
          Area: 2004,3m2

    7. 72 Quang Trung Industrial Group, Quy Nhon City
     Area: 1.748,3 m2

    b. Other assets

         Table 18: List of fixed assets at the time of December 31st, 2005 and September 30th, 2006
                                                                                         Unit: VND

                                  31/12/2005                                      30/9/06
No                                                      Remaining                       Remaining
                   Items           Original Price                      Original Price
                                                          Value                           Value
           Machine and
1                                   2.923.502.590      1.855.869.628    990.513.470     335.227.308
           Equipment
           Means of
2                                   4.561.070.135      1.489.737.301   4.767.454.420    1.515.200.894
           Transportation
           Workshops and
3          architectural things     9.069.594.320      5.912.070.220   9.069.594.320    5.689.802.466

4     Other fixed assets             58.052.570          48.384.355      58.052.570    43.344.105
Total                              16.612.219.615      9.306.061.504   14.885.614.780 7.583.574.773

             Source: Audited Report and Financial statement of 2004, 2005, 9 months of 2006

    17. Profit and of Dividend Plan


    The Prospectus                             Page 35
                                H.A.I AGROCHEM JOINT STOCK COMPANY
                              28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

                         Table 19: Projected financial performance for next 3 years

                            2006                   2007                   2008                   2009
                     Value        %         Value        %         Value        %         Value        %
      Item
                    (Million compared      (Million compared      (Million compared      (Million compared
                     VND)        2005       VND)        2006       VND)        2007       VND)        2008
Revenue             390.400            9    480.000          23   576.000           20    691.200          20
COGS                335.100           11    415.200          24   498.240           20    597.795          20
Gross profit         55.300           -3     64.800          17    77.760           20     93.405          20
Operating
                     18.700          36     21.600          16     25.920          20      31.126         20
expenses
Profits/Loss
                     36.600         -16     43.200          18     51.840          20      62.280         20
before tax
Income tax                0           -      6.048            -     7.258          20       8.719         20
Profits after tax    36.600         -16     37.152          1.5    44.582          20      53.561         20
Rate of profit
after tax/net           9,4                      8                      8                       8
revenue
Rate of profits
after tax/Equity         28                     26                     29                     32
(%)
Rate of Dividend
                         20                     20                     20                     20
(%)

                           Source: Business Plan of Company from 2006 to 2009

      After transferring to Joint Stock Company in February in 2005, business operation is to
      continue without interrupting. At the beginning of 2005, some products consisting of Facet,
      Sirius, Clincher… were consigned to sell and invoices issued on February and March of 2005
      with high margin. Moreover, P/A budget supported by foreign companies paid at the
      beginning of 2005 is recorded as company profit. Besides, Joint Stock Company is still using
      operating expenses of previous years for 2005. Therefore, operating expenses of 2005 was
      low. This led to Company‟s high profits. Meanwhile, although the revenues of 2006 increased
      9%, but operating expenses of 2006 was 36% which was higher than that of 2005 because the
      advantages for state-owned company have no longer effectiveness. This also made the profits
      of 2006 decrease in comparison with 2005. From 2007 to 2009, Company will operate more
      stably and the estimated revenues, profits and other cost will increase around 20% compared
      with previous years.

      18. Foundation to attain plan of profits and dividends

      In order to achieve target of business plan, Company is implementing some business solutions
      such as:

      -   Products: Focus on promoting the consuming key products of big companies such as Dow
          AgroSciences, BASF, DuPont, Monsanto and other Japanese companies by joining
          potential market on plant, cultivated area and economic potential of customers. Moreover,
          register low-price products of foliar fertilizer and pesticides upon market high demand
          now and in the near future. Our guideline is that Company‟s products do not influence to
          the business results of the suppliers‟ products but must have effect on increasing revenues


      The Prospectus                             Page 36
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
     and profits. Therefore, it is expected that Company‟s products will account for 15% to
     20% of revenues.

                   Table 20: Considerable signed and implemented contracts.

                                                  Value
No    Contract No            Product                           Time             Partners
                                                  (USD)
1     4006001344      Fastac tech 93%            121.800     11-2006      BASF
                      Bavistin 50FL
                      Facet 25SC
2     4006001343      Kumulus 80DF               560.084     11-2006      BASF
                      Opus 75EC
                      Polyram 80DF
3      HAI-26/06      Clincher 10EC              343.200     11-2006      Dow AgroScience
4      HAI-27/06      Beam 75WP                  230.400     11-2006      Dow AgroScience
5      HAI-24/06      Beam 75WP                  230.400     11-2006      Dow AgroScience
6      HAI-23/06      Beam 75WP                  230.400     11-2006      Dow AgroScience
7      HAI-22/06      Chlorfyrispos tech 97%      66.339     11-2006      Dow AgroScience

                               Source: Sales report of Company

 Distribution Network is continued to expand through widely intermediate sales system to
  supply products fully to the farmers by building new branches throughout the nation such
  as: Dong Nai, Thua Thien Hue…

 In term of marketing plan, we implement the strategy of “products‟difference” basing on
  their strong points to expand old markets and penetrate into new market basing on cash
  crop. Moreover, Company also provides intermediate customers and farmers additional
  benefits through services, sales policies, after – sales policies such as: delivering goods in
  proper time and places, technical scientific support, etc…Besides, Company also keeps on
  improving and developing marketing skills, expanding human resources, especially
  marketing staffs.

19. Evaluation of advisory organization on profit and dividend plan of H.A.I

The stable development of Vietnamese economy creates many new chances as well as
challenges to Company‟s manufacturing activities. Turnover plan of Company is calculated
by basing on the average increase of industry through years and increasingly demand of
market. Cost of Goods Sold (COGS) in total revenue is about 86,6% in the past. The
operating expenses (consisting of sales expenses and management expenses) is also calculated
by % on past average revenue.

In the opinion view of advisory organization, Sai Gon Security Incorporation collected
information, researched, analyzed and assessed business activities of H.A.I Joint Stock
Company, considered business field of H.A.I as well as business results through years,
H.A.I‟s ability and expected forthcoming growth rate. Thanks to these things, SSI concludes
that business plan of H.A.I is really feasible except for changes that affect seriously to
business activities. With profit distribution policy which is mostly for investment and business



The Prospectus                           Page 37
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
development, Company suggests a dividend rate of 20% within next 3 years. Dividend rate
and business plan of HAI is feasible.

-   Those evaluation is only for refferent but not implying guarantee of the share value.


20. Relevant information about unrealized commitment of the company
   None
21. Relevant information about dispute and lawsuit
 None


IV. ISSUING SHARES

1. Kind of share:               :       Common Share
2. Face Value                   :       VND 10.000/Share
3. Total listing volume         :

   The total shares which H.A.I has already registered for transaction at Ha Noi Security
    Trading Center are 11.400.000 shares.
   The total shares of founding shareholders are 7.560.170 ones which account for 66.32% of
    chartered capital.

4. The quantity of shares which are restricted to transfer.

According to the Business Law, after Company is issued business certificate, the founding
shareholders have right to transfer their common shares to other founding shareholders of the
company within first 3 years. However, they can transfer their common shares to shareholders
who are not founding shareholders only when Shareholders Meeting approve. In this
situation, the shareholders who intend to transfer their shares have no right to vote for
transferring those shares and those who receive that shares obviously become the founding
shareholders of Company. After 3 years since Company is issued the business certificate, the
restriction of common shares is all removed.


5. Price calculation method

The book value of shares are calculated according to the face value level of VND
10.000/share.

By using book value at the time of December 31st, 2005 according to audited financial
statement of 2005, book value of shares is calculated as follows:


                               Total Equity                                130.276.709.561

Book value = ---------------------------------------   =              ------------------------------
--


The Prospectus                             Page 38
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.

                              Total listing shares                            11.400.000



             = VND 11.427


Book value in round figure: VND 11.400/share

By using book value at the time of September 30 st, 2006 according to audited financial
statement of the third quarter in 2006, the book value of shares is calculated as follows:


                         Total Equity
                                                     169.520.348.844
Book value = ---------------------------------- = -------------------------
                      Total listing shares               11.400.000


                        =   VND 14.870/share

Book value in round figure: VND 14.800/share

6. Limitation on number of shares held by foreign investors

The Charter of H.A.I Agrochem Joint Stock Company do not stipulate the limitation of
holding rate to foreign investors specifically.

When listing on the Ha Noi Security Trading Center, listed shares are freely transferable in
foreign invested shareholding company. Maximum holding by foreign investor is 49% of the
total capital according to the Decision number 238/2005/QĐ-TTg.


7. Relevant taxes

 Company income tax rate accounts for 28%. After the equitization, Company is exempted
  from business income tax which has to be paid for 2005 and 2006 and is reduced 50% of
  business income tax which has to be paid for 2007, 2008 and 2009.
- Under the Circular No. 74/2000/TT-BTC dated July, 19th, 2000, issued by Ministry of
  Finance, and Correspondence No. 10997/BTC-CST dated September, 08th, 2006, issued
  by Ministry of Finance, the listed companies will receive tax preferences above and 50%
  tax deduction for 02 year after the listing.
-   Under the Circular No. 100/2004/TT-BTC dated October, 20th, 2004 “Instruction of VAT
    and corporate income tax imposed on securities”, the dividend received from shares by
    individuals and organizations is totally tax- exempted.
-   Under the Circular No. 100/2004/TT-BTC, an individual is exempted from the tax
    imposed on capital gain when selling securities. The tax imposed on capital gain of
    organization registered in Vietnam is calculated as:

The Prospectus                               Page 39
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
                         Tax from capital gain = Capital gain *tax rate
    In which:
    Capital gain = total value of securities at selling price - total value of securities at buying
              price – trading expenses + bond interests gained from holding bond.
                         Tax rate = corporate tax rate of the organization
-   Foreign organizations which are not registered in Vietnam are imposed the flat tax as:
                             Flat tax = total value of securities*0.1%


V. PARTNERS INVOLVED IN THE LISTING
1. Auditors
     Audit and Informatics Service Company (AISC)
    Address: 142 Nguyen Thi Minh Khai Street, District 3, Ho Chi Minh City
    Phone number: (84.8) 9305 163        Fax: (84.8) 930 42 82
    Email: aisc@hcm.vnn.vn               Website: www.aisc.com.vn

2. Advisor: Saigon Securities Inc.
       Headquarter:
    Address: 180 - 182 Nguyen Cong Tru, District 1, Ho Chi Minh city
    Telephone: 08 – 8218567            Facsimile: 08 – 8213867
    Email: ssi@ssi.com.vn              Website: www.ssi.com.vn
    Branch in Hanoi:
    Address: 25 Tran Binh Trong, Hoan Kiem, Hanoi.
    Telephone: 04 – 9426718            Facsimile: 04 – 9426719
    Email: ssi_hn@ssi.com.vn




The Prospectus                            Page 40
                       H.A.I AGROCHEM JOINT STOCK COMPANY
                     28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
VI. RISK FACTORS AFFECTING THE PRICE OF SHARES

Economic risks

Vietnam is one of developing economy nations in recently years with the endeavour of
government to invite foreign investment and to lead our economy to market economy. Those are
strong points of companies which trades products of foreign companies. However, there are also
some risks such as the direct investment from that foreign companies.

Nowadays, Vietnam has already joined in WTO. Therefore, many big competitors will penetrate
into Vietnamese market, the distribution system of big multinational companies will be
established and the competitive pressure will highly increase.

The change of world market will influence greatly to domestic market. For example, the change
of crude oil will lead to the change of main raw materials, For example, Vietnamese exported
agricultural products are competed because many other countries have to decrease their price. As
the result, the farmers have to decrease the investment, etc....

The change in economic development also influence to exchange rate between Vietnam dong and
other strong currencies. From there, it influences to the purchase of input raw materials of
Company. Moreover, when the economy is less stable, the low long – term investment demand
will make the stock price unstable

Legal risks

Because of changing to Joint Stock Company via equitization and taking part into Hanoi Security
Trading Center, Company will be regulated by Business Law and regulations of Security and
Stock Exchange. Therefore, the changes of legal documents in this field all influence to
Company‟s activities. When joining AFTA as well as WTO, Vietnam will enter general
international playground. That is why Vietnamese law must have adjustment which is suitable for
general tendency of international market and law. This will affect to Company‟s operation in this
period of integration.

Business risks

The suppliers: Nowadays, Company trades and distributes products which brand names are
registered from foreign companies. if the comany can not meet the partners‟ requirements. As the
result, the supplier can not continue to entrust Company to distribute their products. This will
influence to business.

The main and secondary materials are influenced by world situation. In this field, nowadays,
above 95% of main raw materials are imported, repacking and formulating mainly. Because there
are not many factories that manufacture materials of pesticides from basic chemicals (Kosvida is
only joint venture company manufacturing some kinds of materials with small capacity), the
source of main raw materials completely depends on foreign countries. The factors that influence


The Prospectus                          Page 41
                        H.A.I AGROCHEM JOINT STOCK COMPANY
                      28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.
to business such as project of regional economy, plantation structure change which makes
consuming market change, climate, weather, epidemic which influence to the strong consumption
of agricultural chemicals, the price of agricultural products will effect to farmers‟ investment.

Financial risks

This risk consists of banking effect such as interest rate of bank deposit and loan which influence
to profits. With high and stable GDP‟s growth such as 7,23% of 2003, 7.7% of 2004,7,8% of 005
and expected 8% of 2006, the economy grows stably without changes of inflation. This makes
advantages for business activities. If there is too much inflation, Company will face difficulties
due to period of import excess.

Because direct distribution system to the farmers has not been establish yet and we have to
distribute products through intermediate customers, the debts to customers in past times and in
forthcoming times must be used to invest in credits for dealers. That dealers owe big debt can
cause difficulties in collecting, make continuous sales investment for distribution channel
interrupted and influence to sales rate.

Competitive risk with the competitors

The competitors of the same fields are competing in the same market and similar products.
Therefore, when the competitirs attract customers‟ interest and demand, it will decrease the
possibility of distribution. Moreover, each company all has different sales strategies such as
products‟ price, promotion policy, debt credits with intermediate agents, advertising and
promoting …These factors will also create changes in sales towards company.

In the world, that some multinational companies can merge into domestic companies or directly
distribute or entrust to competitors, etc… also creates difficulties for Company because Company
is only a distributor.

Other risks

Some risks which are hard to occur but are great influential to Company such as natural calamity,
wars or epidemic, etc…

VII Appendix
1) Appendix 1: Business Registration Certificate
2) Appendix 2: Resolutions of Shareholders
3) Appendix 3: Audited Financial statement in 2005, 2nd- quarter of 2006 and Financial
   statement of 9 months of 2006.

On behalf of B.O.M
Chairman
DANG THANH CUONG



The Prospectus                           Page 42
                   H.A.I AGROCHEM JOINT STOCK COMPANY
                 28 Mac Dinh Chi Street, District 1, Ho Chi Minh City.




The Prospectus                 Page 43

				
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