DNA Vietnam LLC

I. Introduction The closing process of an M&A transaction in Vietnam often involves a series of licensing procedures to give effect to the outcomes of the transaction.

Investors Licensing requirements 100% Vietnamese domestic investors Investors being FIE >50% [i] Investors being FIE ≤ 50% [ii] Foreign investors 1.       Investment licensing requirements for new investment projects (green-field investment) IPD [iii] Mandatory if an investment project falls under cases provided in Articles 30, 31, and 32 of the Law on Investment 2020 [iv] IRC [v] Optional [vi] Mandatory [vii] Optional [viii] Mandatory [ix] ERC [x] Mandatory if the new investment project is associated with the establishment of a project company Mandatory if the new investment project is associated with the establishment of a project company Mandatory if the new investment project is associated with the establishment of a project company Mandatory if the new investment project is associated with the establishment of a project company Project specific permits Specific permits may be required depending on the business lines of the project company Specific permits may be required depending on the business lines of the project company Specific permits may be required depending on the business lines of the project company Specific permits may be required depending on the business lines of the project company 2.       Investment licensing requirements for M&A transactions (including share/capital acquisition and share subscription/capital contribution) 2.1.   Acquisition of > 50% of interests at the target company [xi] M&A Approval [xii] Not required Mandatory [xiii] Not required Mandatory [xiv] Amendments to existing permits set out in Section 1 May be required subject to the changes to the target company’s corporate information and to the project’s specific information   May be required subject to the changes to the target company’s corporate information and to the project’s specific information May be required subject to the changes to the target company’s corporate information and to the project’s specific information May be required subject to the changes to the target company’s corporate information and to the project’s specific information 2.2.   To acquire ≤ 50% of interests at the target company [xv] M&A Approval Not required Must obtain if: (i)     the acquisition leads to an increase in the foreign ownership in the target company having business lines subject to market restrictions for foreign investors, [xvi] or (ii)   the project of the target company involved in land use in sensitive areas [xvii] Not required Must obtain if: (i)      the acquisition leads to an increase in the foreign ownership in the target company having business lines subject to market restrictions for foreign investors, or (ii)    the project of the target company involved in the use of land in certain sensitive areas Amendments to existing permits set out in Section 1 May be required subject to changes to the target company’s corporate information and to the project’s specific information May be required subject to changes to the target company’s corporate information and to the project’s specific information May be required subject to changes to the target company’s corporate information and to the project’s specific information May be required subject to changes to the target company’s corporate information and to the project’s specific information Please contact us if you are interested in discussing any issues relating to the relevant licensing requirements for investment projects in Vietnam. CONTACT: Dang Thanh Son Managing Partner Phone: (+84) 24 32018003 Ext. 104 Mobile: (+84) 98 449 9888 Email: [email protected] Dang Chi Lieu Partner Phone: (+84) 24 32018003 Ext. 108 Mobile: (+84) 91 218 6838 Email: [email protected] [i] “FIE >50%” means a foreign invested enterprise which has more than 50% of its charter capital held by foreign shareholders. Under Article 23.1(a) of the Law on Enterprises 2020, an investor being FIE >50% is treated similar to a foreign investor. [ii] “FIE ≤50%” means a foreign invested enterprise which has up to 50% of its charter capital held by foreign shareholders. Under Article 23.1(b) of the Law on Enterprises 2020, an investor being FIE ≤50% is treated similar to a Vietnamese local investor. [iii] “IPD” means Investment Policy Decision (in Vietnamese, ‘chấp thuận chủ trương đầu tư’). It is an approval issued by the pertinent licensing authorities regarding the objectives, location, scale, schedule and duration of a project; investor or form of selection of investor and special mechanisms or special policies (if any) to execute an investment project. [iv] These are generally projects involving certain sensitive businesses, projects using land, and projects required special treatments. [v]  “IRC” means Investment Registration Certificate (in Vietnamese, ‘giấy chứng nhận đăng ký đầu tư’). It is a document issued by the pertinent licensing authorities bearing information registered by an investor about an investment project. As a matter of practice, other than the addition of a project code, it generally has similar contents to the IPD. [vi] Articles 37.2(a) and 37.4 of the Law on Investment 2020. [vii] Articles 37.1(b) and Article 23.1 of the Law on Investment 2020. [viii] Articles 37.2(b) and 37.4 of the Law on Investment 2020. [ix] Article 37.1(a) of the Law on Investment 2020. [x] “ERC” means Enterprise Registration Certificate (in Vietnamese, ‘giấy chứng nhận đăng ký doanh nghiệp’). It is a document issued by the pertinent business registration authorities bearing enterprise registration information provided for an enterprise. It is treated similarly as the certificate of incorporation of a company in other countries. [xi] This captures an acquisition that leads to an increase in the foreign ownership in the target company (i) from 50% or below to more than 50% or (ii) from above 50% up to 100%. [xii] M&A approval is the process in which a foreign investor will register with the local Department of Planning and Investment its capital contribution or share acquisition at an enterprise (in Vietnamese, ‘thủ tục đăng ký góp vốn, mua cổ phần, mua phần vốn góp của tổ chức kinh tế’). The underlying M&A transaction may only be completed after the this process is completed and an approval has been issued confirmation. [xiii] Article 26.2(b) of the Law on Investment 2020. [xiv] Article 26.2(b) of the Law on Investment 2020. [xv] This captures an acquisition that does not lead to an increase in the foreign ownership in the target company (i) from 50% or below to more than 50% or (ii) from above 50% up to 100%. [xvi] Article 26.2(a) of the Law on Investment 2020. [xvii] Under Article 26.2(c) of the Law on Investment 2020, this captures cases where the target company has land use rights certificate to use land on (i) an island, (ii) border area, (iii) commune area, or (iv) in another area that affects national defense and security.

NO SPECIAL LOCATIONS RELEVANT LEGAL DOCUMENTS RELEVANT DEFINITIONS RELEVANT REQUIREMENTS 1 Projects using land on islands or in a border, coastal communes, wards, or townships Law on Investment   Decree 43/2014/NĐ-CP   Decree 34/2014/ND-CP   N/A -          M&A Approval for foreign investors regarding capital contribution or purchase of shares in companies having land use right in island, border, coastal commune, or area that affects national defense and security. -          Notification on implementation of project to competent authority within 03 working days before the commencement of project (applicable to land border area). -          Notification on the list of people, vehicles, duration, and scope of activities to competent authority within 03 working days before the commencement of survey, engineering, construction and implementation of projects or works (applicable to land border area). 2 Projects on coastal area protection corridors Law on Natural Resources and Environment of Sea and Islands Coastal area protection corridor is a littoral strip established in the areas in need of protection to maintain service value of the ecosystem and natural landscape in littoral zones, maximize coastal landslides, cope with climate change and rising sea, ensuring people’s rights to access to the sea. Approval issued by Prime Minister for land reclamation and the exploration of minerals, and oil and gas.   Investment Policy Decision issued by competent authority for new constructions and expansion of construction works. 3 Projects in sea areas Decree 11/2021/NĐ-CP N/A Decision issued by competent authority on allocation of sea area. 4 Projects within the protected zone of irrigation project Law on Irrigation   Decree 67/2018/NĐ-CP The protected zone of irrigation project covers main facilities and proximity thereto. A license for activities carried out within the protected zone of irrigation project issued by the Ministry of Agriculture and Rural Development or Provincial People’s Committee.   5 Projects within the protected zone of dams and reservoirs Decree 114/2018/NĐ-CP   Protected zone of dams and reservoirs covers main works and vicinity thereof. License for carrying out activities, such as cutting, sawing dikes for work construction within the protected zone of dams and reservoirs issued by Ministry of Industry and Trade or Provincial People’s Committee. 6 Projects that have dike-related activities Law on Dykes The dike protection scope covers dikes, dike embankments, dike culverts, supporting facilities, and dike protection corridors.   Permits for dike-related activities issued by Provincial People’s Committee. 7 Projects using  river stretches where there are no construction works Law on Dykes River stretches mean land areas stretching from the outer edge of the dike protection corridor to river banks.     -          Approval for the construction of works under investment projects by the Prime Minister. -          Permits for construction activities granted by provincial-level People's Committees. 8 Projects having essential works within land areas reserved for roads Decree 11/2010/NĐ-CP   Circular 50/2015/TT-BGTVT   Essential works include: (i)         Every work for national defense and security; (ii)       Every work required sophisticated engineering techniques.   -          Construction permits issued by Ministry of Transport or provincial-level People's Committee; -          Approval for construction of essential works issued by the Ministry of Transport, Directorate for Roads of Vietnam, and Road Management Department and Service of Transport. 9 Projects using railway land for the construction of essential works Circular 25/2018/TT-BGTVT Essential works include: (i)         Works for national defense and security; (ii)       Traffic works; (iii)��     Irrigation works (iv)       Energy works; (v)       Technical infrastructure works.   Licenses for the construction of essential works within the land reserved for national railways by Viet Nam Railway Authority. Licenses for the construction of essential works within the land area reserved for urban railway by competent authority. 10 Projects in national mineral reserve areas Decree 51/2021/NĐ-CP National mineral reserves areas include: (i)         Areas with minerals that should be reserved for sustainable socio-economic development; (ii)       Areas with minerals that cannot be effectively exploited yet for lack of conditions or which can be exploited but remedies for adverse environmental impacts are unavailable. -          The dossier for approval of Investment Decision Policy must include assessment of the impact on mineral resources, deposits and quality in national mineral reserves; -          The Prefeasibility Study Report or Investment Project Proposal must include solutions for protection of minerals requiring reservation.   11 Projects using paddy land, land for protection forests, land for special-use forests Land Law N/A -          Written approval for the change of land use purpose of the paddy land by the Prime Minister (with area of 10 ha or more for paddy land, and 20 ha or more for protection forests, special-use forests); or   -          Resolution of the provincial-level People’s Council for change of land use purpose (with area less than 10 ha for paddy land, and area less than 20 ha for protection forests, special-use forests).   12 Projects that are assigned forest or leased forests; land allocation, leased land for afforestation Law on Forestry N/A Approval for sustainable forest management plan by Ministry of Agriculture and Rural Development. Please contact us if you are interested in discussing any issues relating to the requirements on using special locations for investment projects in Vietnam.

SUMMARY OF REQUIREMENTS FOR THE PAYMENT PROCESS OF M&A TRANSACTIONS IN VIETNAM