SUMMARY TABLES OF CONTENTS

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2 SUMMARY TABLES OF CONTENTS SUMMARY TABLES OF CONTENTS DETAILED TABLE OF CONTENTS ABOUT THE AUTHOR PREFACE What is this book about? About referenced materials Acknowledgment LIST OF KEY ABBREVIATIONS LIST OF KEY LEGISLATIONS SECTION 1. GENERAL PROVISIONS 1. The Enterprise Law 2014 and special laws 2. The Enterprise Law 2014 and Investment Law Key Concepts 4. Business lines 5. Rights of an enterprise 6. Some general obligations of an enterprise 7. Social enterprises 8. Trade union and the Communist Party 9. Legal representatives 10. Shareholders/members authorised representatives 11. Rights to establish, acquire or manage companies in Vietnam 12. Companies naming 13. Companies incorporation procedures 14. Post-incorporation procedures 15. Charter 16. Company searches 17. Cash/Non-cash capital contribution 18. Head office 19. Branches, representative offices and transaction points 20. Company seals SECTION 2. LIMITED LIABILITY COMPANY WITH TWO MEMBERS OR MORE 21. Character of a Multiple LLC 22. Legal person status 23. Capital of a Multiple LLC 1

3 24. Change of charter capital 25. Transfer of capital contribution portion 26. Redemption of Capital Contribution Portion 27. Dividends 28. Organisation structure of a Multiple LLC 29. Rights of members 30. Obligations of members 31. Classes of members 32. Authorities of the Members Council 33. Meetings of the Members Council 34. Circulation of written resolution by the Members Council 35. Validity of decisions by the Members Council 36. Chairman of the Members Council 37. The General Director 38. Directors remuneration in a Multiple LLC 39. Control of related party transactions in a Multiple LLC 40. Inspection Committee in a Multiple LLC 41. Directors duties in a Multiple LLC 42. Claims against LLC Directors SECTION 3. SINGLE MEMBER LIMITED LIABILITY COMPANY 43. Character of a Single LLC 44. Capital of a Single LLC 45. Change of charter capital 46. Transfer of charter capital 47. Organisation structure of a Single LLC 48. Authorities of Single LLC Owner 49. Obligations of an LLC Owner 50. Members Council in an Institutional Single LLC 51. Single LLC Chairman 52. General Director 53. Inspectors in an Institutional Single LLC 54. Directors duties in a Single LLC 55. Directors remuneration in a Single LLC 56. Control of related parties transactions of a Single LLC SECTION 4. JOINT STOCK COMPANIES 2

4 57. Character of a Joint Stock Company 58. Authorised share capital, charter capital, and (un)sold capital 59. Time limit for capital contribution 60. Classes of shares 61. Ordinary shares 62. Voting preference shares 63. Dividend preference shares 64. Redeemable Preference Shares 65. Registration of 5% shareholders 66. Share certificates 67. Shareholder Register 68. Decrease of charter capital 69. Increase of charter capital Overview 70. Increase of charter capital Pre-conditions 71. Rights Offering by a Private JSC 72. Private offering by a Private JSC 73. Private offering by a Public JSC 74. Public offering of shares 75. Issuance of bonds 76. Issuance of equity-linked securities or instruments 77. Offshore offering and listing of securities 78. Transfer of Shares 79. Shares buyback 80. Dividends 81. Liabilities due to improper shares buy-back or dividend payment 82. Organisation structure of a JSC 83. Legal representatives in a JSC 84. Authorities of the Shareholder Meeting 85. Meetings of the Shareholder Meeting 86. Circulation of written resolutions 87. Validity of a decision of the Shareholder Meeting 88. Authorities of the Board of Directors 89. Number of Board directors 90. Term of office of a Board director 91. Criteria of Board directors 3

5 92. Appointment and removal of Board directors 93. Meetings of the Board 94. Chairman of the Board 95. Company secretary 96. General Director 97. Inspection Committee 98. Composition of Inspection Committee 99. Appointment and removal of Inspector 100. Meetings of the Inspection Committee 101. Status of Board directors, General Director and Inspector 102. Directors remuneration in a JSC 103. General duties of officers of a JSC 104. Control of related party transactions in a JSC 105. Derivative actions by shareholders 106. Public tender offer in a Public JSC 107. Public JSCs disclosure regime DETAILED TABLE OF CONTENTS SUMMARY TABLES OF CONTENTS DETAILED TABLE OF CONTENTS ABOUT THE AUTHOR PREFACE What is this book about? About referenced materials Acknowledgment LIST OF KEY ABBREVIATIONS LIST OF KEY LEGISLATIONS SECTION 1. GENERAL PROVISIONS 1. The Enterprise Law 2014 and special laws 2. The Enterprise Law 2014 and Investment Law Key Concepts Enterprise Certificate Capital contribution portion Charter capital Contributing capital Doing business 4

6 Enterprises - Definition Enterprises Classification Enterprises founding persons/shareholders Enterprise officers Foreign ownership ratio Market prices of shares or capital contribution portion National Portal and National Database Related persons Shareholders State-owned enterprises 4. Business lines Business lines under the Enterprise Law 2014 The importance of business lines Classification of business lines and its difficulties 5. Rights of an enterprise Rights relating to operational matters Change in law protection Other investment protection measures 6. Some general obligations of an enterprise 7. Social enterprises 8. Trade union and the Communist Party 9. Legal representatives Rights Obligations Legal representatives in an LLC Legal representatives in a JSC Change of legal representative 10. Shareholders/members authorised representatives Who can be an Authorised Representative? Scope of authorisation 11. Rights to establish, acquire or manage companies in Vietnam Restrictions Legal person requirement Rights to manage companies 12. Companies naming 5

7 General observation Vietnamese names Names in foreign languages Abbreviated names Prohibited practices Use of company name Change of company name 13. Companies incorporation procedures Required documents and information Timing and procedures Enterprise (Business) Registration Certificate Public announcement Pre-incorporation contracts/resolutions Other related procedures 14. Post-incorporation procedures First meetings by shareholders/members Enterprise Certificate Amendments Approved notification of amendments Public announcement Other reporting obligations Documents retention 15. Charter Required contents Nature of a charter Charter vs. shareholder agreement Procedures for charter amendment 16. Company searches Available information Theories Available information Practice Information not available Other issues 17. Cash/Non-cash capital contribution Cash contribution Types of non-cash assets Valuation procedures 6

8 Bank account requirement Increased valuation liability Cash vs. non-cash contribution timing issues 18. Head office Nature Change of head office 19. Branches, representative offices and transaction points Definitions Establishment of branches and representative offices Closures of branches and representative offices 20. Company seals SECTION 2. LIMITED LIABILITY COMPANY WITH TWO MEMBERS OR MORE 21. Character of a Multiple LLC 22. Legal person status Separate legal personality Changes in limited liability rules 23. Capital of a Multiple LLC Determination of charter capital Time limit for first capital contribution Change of contributed assets No time limit for subsequent capital contribution Capital contribution certificate and Register of Members 24. Change of charter capital Increase of charter capital Pre-emption rights of existing members Decrease of charter capital Procedures 25. Transfer of capital contribution portion Right of first offer process Exceptions Transfer under the Enterprise Law 2014 Transfer under Investment Law 2014 Transfer of Capital Contribution Portion held by the State Transfer of Capital Contribution Portion in other regulated companies 26. Redemption of Capital Contribution Portion 7

9 Involuntary redemption Voluntary redemption 27. Dividends 28. Organisation structure of a Multiple LLC 29. Rights of members Rights of normal members Rights of 10% member(s) 30. Obligations of members 31. Classes of members 32. Authorities of the Members Council 33. Meetings of the Members Council Time and place Convening a meeting of the Members Council Meeting agenda Quorum Methods of attendance Voting thresholds Minutes meeting 34. Circulation of written resolution by the Members Council Matters that can be circulated for written resolutions Process Voting thresholds 35. Validity of decisions by the Members Council 36. Chairman of the Members Council 37. The General Director Appointment and removal Qualifications Authorities 38. Directors remuneration in a Multiple LLC 39. Control of related party transactions in a Multiple LLC What is a related party transaction? Approval process Remedies for noncompliance 40. Inspection Committee in a Multiple LLC 41. Directors duties in a Multiple LLC 8

10 42. Claims against LLC Directors SECTION 3. SINGLE MEMBER LIMITED LIABILITY COMPANY 43. Character of a Single LLC 44. Capital of a Single LLC Determination of charter capital Time limit for first capital contribution 45. Change of charter capital Increase of charter capital Decrease of charter capital Procedures 46. Transfer of charter capital Types of transfer Procedures 47. Organisation structure of a Single LLC LLC Owner being organisation LLC Owner being individual 48. Authorities of Single LLC Owner LLC Owner being organisation LLC Owner being individual 49. Obligations of an LLC Owner 50. Members Council in an Institutional Single LLC Authorities of the Members Council Composition Meetings Voting 51. Single LLC Chairman Authorities Appointment Applicability to Individual Single LLC 52. General Director Authorities Appointment Applicability to Individual Single LLC 53. Inspectors in an Institutional Single LLC Authorities 9

11 Appointment 54. Directors duties in a Single LLC 55. Directors remuneration in a Single LLC 56. Control of related parties transactions of a Single LLC LLC Owner being organisation LLC Owner being individuals SECTION 4. JOINT STOCK COMPANIES 57. Character of a Joint Stock Company General Public JSCs Characteristics Public JSCs Classification 58. Authorised share capital, charter capital, and (un)sold capital Overview Par value of shares Sale of shares under par value Authorised share capital Paid-up capital Charter capital Unpaid capital Consolidation or sub-division of shares 59. Time limit for capital contribution First capital contribution Subsequent capital contribution 60. Classes of shares What is a class of shares? Classification of shares Names and description of a class of shares Authorities to create a class of shares Alteration of class rights Class of shares in a Public JSC 61. Ordinary shares Rights attached to each ordinary share Rights of a 10% block of ordinary shares Obligations attached to ordinary shares Ordinary shares of founding shareholders 10

12 Ordinary shares in a Public JSC 62. Voting preference shares Voting preference Other rights attached to voting preference shares Obligations 63. Dividend preference shares Dividend preference Other rights attached to dividend preference shares Obligations 64. Redeemable Preference Shares Redeemable preference Other rights attached to redeemable preference shares Obligations 65. Registration of 5% shareholders 66. Share certificates 67. Shareholder Register Required contents Single or multiple registers Title documents for shares in a JSC 68. Decrease of charter capital 69. Increase of charter capital Overview Source of finance for capital increase Methods of offering shares for sale Offer to sell shares Issuance price and form of payment 70. Increase of charter capital Pre-conditions Authorised Share Capital Shareholder Sale Authorisation Charter Capital Difficulties with triple Shareholder Meeting s approvals Authorisation by the Board Pre-emptive rights of existing shareholders 71. Rights Offering by a Private JSC Definition Sale process 11

13 Other closing issues Sale of unsold shares 72. Private offering by a Private JSC Shareholder Sale Authorisation Regulatory approval Sale of shares Other closing issues Sale of unsold shares 73. Private offering by a Public JSC Shareholder Sale Authorisation Board Sale Authorisation Regulatory approval Sale of shares Other closing issues 74. Public offering of shares Definition Types of a public offering of shares Pre-conditions Underwriting and direct offering Pre-filing restrictions SSC registration and exemption cases SSC registration procedures Marketing and allocation of shares Share issuance and post issuance reporting Listing Liability 75. Issuance of bonds Classifications Pre-conditions The Enterprise Law 2014 Pre-conditions Public offering of bonds Pre-conditions Private issuance of bonds Terms and conditions of bonds Regulatory approvals Security package 76. Issuance of equity-linked securities or instruments 12

14 General comments Convertible bonds Rights to purchase shares Warrants Options and ESOPs 77. Offshore offering and listing of securities Offshore offering and listing of shares Offshore offering and listing of Depository Receipts Offshore offering and listing of bonds 78. Transfer of Shares Under the Enterprise Law 2014 Under the Securities Law 2006 Transfer of shares held by the State Transfer of shares in certain regulated entities 79. Shares buyback Applicable laws Triggers Private JSCs Triggers Public JSCs Pricing Involuntary buy back Pricing Voluntary buy back Other buy back conditions Private JSCs Other buy back conditions Public JSCs Shares buyback by Private JSCs Market buy back by Quoted JSCs Off-market buybacks by Public JSCs Treatment of treasury shares 80. Dividends Computation of profit Declaring and paying dividend Non-cash dividends 81. Liabilities due to improper shares buy-back or dividend payment 82. Organisation structure of a JSC Traditional structure Single Board Structure Organisation structure of a Public JSC 13

15 83. Legal representatives in a JSC 84. Authorities of the Shareholder Meeting Scope of authorities Delegating shareholder authorities 85. Meetings of the Shareholder Meeting Annual and irregular meetings Persons convening a meeting of the Shareholder Meeting Location of meetings List of attending shareholders Notice of meetings Attending a meeting of the Shareholder Meeting Quorum of a meeting of the Shareholder Meeting Conducts at a meeting of the Shareholder Meeting Simple majority voting Supermajority voting Voting calculation Split voting Relationship with Resolution 71/2006 Minutes of meeting 86. Circulation of written resolutions Matters can be approved by circulating a written resolution Procedures for circulating a written resolution Voting thresholds Voting calculation 87. Validity of a decision of the Shareholder Meeting When a decision of Shareholder Meeting becomes effective? Challenging a decision of the Shareholder Meeting 88. Authorities of the Board of Directors General authorities Specific authorities Board committees Division of the company s power 89. Number of Board directors 90. Term of office of a Board director 91. Criteria of Board directors 14

16 General criteria Independent Board directors Criteria for Public JSCs 92. Appointment and removal of Board directors Board nomination rights Appointment Removal Requirement for Public JSCs 93. Meetings of the Board Regular and irregular meetings Board meeting location Persons convening a Board meeting Notice of Board meeting Quorum of Board meetings Attending a Board meeting Voting threshold Board meeting minutes Information rights of a Board director 94. Chairman of the Board Appointment and removal Authorities 95. Company secretary Non-Listed JSCs Public JSCs 96. General Director Appointment and removal Authorities 97. Inspection Committee Authorities Compared with the Enterprise Law 2005 Access to information 98. Composition of Inspection Committee 99. Appointment and removal of Inspector Appointment Removal 15

17 100. Meetings of the Inspection Committee 101. Status of Board directors, General Director and Inspector General Director Board director Inspector 102. Directors remuneration in a JSC Board directors and General Director Remuneration of Inspectors 103. General duties of officers of a JSC Board directors and General Director Inspectors Legal representatives Business judgement rules D&O Insurance 104. Control of related party transactions in a JSC What is a related party transaction? Who needs to approve an RPT? Board approval procedures Shareholder approval procedures Disclosure of RPTs Remedies for noncompliance Control of RPTs in Public JSCs 105. Derivative actions by shareholders 106. Public tender offer in a Public JSC What is a tender offer? Triggers Mandatory vs. voluntary tender offer Exemptions of tender offer procedures Pricing Procedures Certain prohibitions Squeeze out and sell out Proxy contest 107. Public JSCs disclosure regime General observation 16

18 Regular disclosures by Public JSCs Irregular disclosures by Public JSCs Disclosures by substantial shareholders of Public JSCs Disclosures by insiders of Public JSCs 17

19 ABOUT THE AUTHOR Nguyen Quang Vu (Vu) is the managing partner of Venture North Law Limited. Vu has been recommended as a leading lawyer by IFLR 1000 Leading Lawyer (2014, 2015 and 2016), and Asialaw Leading lawyer (2014) and as a recommend lawyer by the Asia Pacific Legal 500 (2015). Since 2000, Vu has been advising foreign strategic investors, project developers and international financial institutions in large infrastructure projects, in the privatisation (equitisation) of State-owned enterprises and investment restructuring. Before founding Venture North Law Limited in 2016, Vu has eight years of experience with Freshfields Bruckhaus Deringer and six years of experience with Vietnam International Law Firm (VILAF), a leading local law firm. In addition to legal practicing, Vu has written extensively about Vietnam business law and practices. Vu is the operator of Vietnam Business Law Blog about Vietnamese law. 18

20 PREFACE What is this book about? This book includes two volumes. This is Volume 1 which discusses some key concepts and general issues of enterprise law in Vietnam and how four main types of enterprises in Vietnam are incorporated, organised and governed. These enterprises are multiple members limited liability companies, single member limited liability companies, public joint stock companies, and non-public joint stock companies. Volume 2 discusses State-owned enterprises and foreign invested enterprises 1 (including both enterprises that are incorporated and enterprises that are acquired by foreign investors). These enterprises deserve separate discussion since they are the most important blocks in Vietnam economy and they are subject to separate regulations under Vietnamese law. Volume 2 also discusses corporate restructuring including merger and split, insolvency and liquidation of a company in Vietnam, legal remedies that may be applied to a company in Vietnam including corporate criminal liability, and other alternative forms of doing businesses in Vietnam. I am hoping to publish Volume 2 of this book later this year (2017). I started writing this book more than two years ago in October 2014 when the final drafts of the Enterprise Law 2014 and the Investment Law 2014 are being circulated among Vietnamese legal circle with great interest. At that time, my goal was just to make a comprehensive comparison between the new Enterprise Law 2014 and the Enterprise Law 2005 and publish that on my website as early as possible. 2 Near the end of the exercise, the comparison was enormous. And I realised that readers need to understand what is being compared first in order to understand my comparison. So I decided to press ahead with a full-blown book on the Enterprise Law That is why you can find various comparisons between the Enterprise Law 2005 and the Enterprise Law 2014 in this book. For the above reason, the structure of this book broadly follows the structure of the text of the Enterprise Law This means that it starts with the basic framework and issues applicable to all companies in Vietnam and then goes on to examine each type of companies in details. With this structure, the book could be more familiar with readers who have some exposure to the text of the Enterprise Law 2014 or the Enterprise Law However, this approach results in a structure which is different from a structure of a standard book on corporation law in other jurisdictions and some duplication. For example, a discussion on limited liability rules in a multiple member limited liability company is also applicable to a joint stock company. I have tried to limit the amount of duplication by cross-referring to the

21 same discussion when the same issue arises. I have also tried to incorporate materials from other areas of law (e.g. securities regulations and investment regulations) in appropriate places within the structure of the Enterprise Law While I try to make this book as much comprehensive as possible about enterprise law in Vietnam, this book does not cover (1) companies in the form of private enterprise (doanh nghiệp tư nhân) and (2) partnership companies. This is partly due to my limited experience with these types of companies and partly due to the fact that these companies are not popular in Vietnam. The book refers to the Civil Code 2005 which was repealed by the Civil Code 2015 and ceased to be effective from 1 January I decided not to update this book in accordance with the Civil Code 2015 this time since doing so will run the risk that another new piece of legislation will be issued and the updating circle will keep going on. Nevertheless, I believe that the Civil Code 2015 should not change much of the discussion in this book. In addition to discussing my understanding of enterprise law in Vietnam, in many parts of this book, I also discuss what I do not understand. At first, I am afraid that the number of questions and uncertainties raised in this book could put off its readers. But I now feel more comfortable since other authors also raise the same amount (if not more) of questions and issues. Let s hope that future editions of this book will have fewer questions and more answers. About referenced materials When I started writing this book, there was not much reference material about Vietnamese corporate law in general and the Enterprise Law 2014 in particular. The only materials available are materials and information that I obtained during various seminars held during the drafting process of the Enterprise Law 2014 and the Investment Law Therefore, the main reference source for this book is the text of the Enterprise Law 2014 and all other relevant law and regulations mentioned in this book. In 2016, there have been a few serious publications about the Enterprise Law Among these publications, I referred more frequently to the two books written by Truong Nhat Quang 4 and by Truong Thanh Duc. 5 To analyse issues and questions raised by the Enterprise Law 2014 and other relevant legislation, I have relied on various referenced materials discussing the same or similar issues in other jurisdictions. These materials include certain books about UK company laws, 6 US 4 Truong Nhat Quang, Principles of Law on Enterprises, (Enterprise Law Principles), Dan Tri Publishing House, Truong Thanh Duc, Discussion on Enterprise Law 2014, National Politics Publishing House 2016, (Enterprise Law 2014 Discussion). 6 E.g. Robert R Pennington, Company Law Eighth Edition, Oxford University Press Paul L. Davies, Gower and Davies Principles of Modern Company Law, seventh edition, Thomson Sweet & Maxwell,

22 securities regulations 7 and various practice notes prepared by Practical Law Company that I can get hold of. That said, I also relied on many materials available through the internet such as Wikipedia, draft academic papers, or marketing materials prepared by other lawyers or law firms. I understand that it would be more reliable to refer to publish academic materials and that internet links may not work. But I hope you will sympathise with a practising lawyer in Vietnam who has limited access to updated literature on company laws overseas. Court precedents are an important source of references. Only recently, some websites 8 and books started to publish court precedents. Unfortunately, I have not been able to go through the available court precedents in the areas of enterprise law in writing this book. I hope future editions of this book will be updated with more court precedents. Acknowledgment In working through this book, I am grateful to have invaluable contribution and assistance from many lawyers and colleagues most of them work (or worked) at Vietnam International Law Firm and Venture North Law. In particular, I would like to thank Ha Kieu Anh, Nguyen Hoang Duy, Ha Thi Dung, Nguyen Hoang Duong, Pham Tran Hanh Linh, Pham Thanh Phuong, Nguyen Bich Ngoc, Tran Thanh Tra, Tran Thi Thu Thao, Vo Thu Thuy, and Le Minh Thuy. My greatest thanks go to Nguyen Thi Mai Linh, my wife, who has supported and encouraged me to write this book for the last two years. All mistakes or omission in this book are mine. This book has been written and published without having gone through a peer review process. Nor have it been reviewed by an editor with legal background of a professional publishing house. Therefore, some parts of this book may still contain mistakes or cause confusion. While the author has made every effort to ensure the accuracy of information contained in this book, the author assumes no responsibility for errors, inaccuracies, omissions or any inconsistency herein. Vietnamese law is evolving and is normally drafted in a broad and general manner without a system of binding precedents or guidance. In practice, Vietnamese authorities and officials often have broad discretion in interpreting or applying a provision of the law. Accordingly, the author s view in this book may from time to time be inconsistent with or different from the view of other Vietnamese officials or legal practitioners. As a practising lawyer, the author reserves his right to take a view or position different from the view or position expressed in this book. 7 E.g. Thomas Lee Hazen, The Law of Securities Regulation, Third Edition, Hornbook Series, West Publishing Co and Pham Hoai Huan, Typical Disputes Regarding Corporate Governance, National Politics Publishing House,

23 The laws referenced in this book are current as of 1 July The exchange rate between Vietnamese Dong and US Dollar as of 20 January 2016 is about: VND 22,520 = US$1. The picture on the cover page is a picture of Long Bien bridge accross the Red River in Hanoi, Vietnam taken by Tien Thanh and was downloaded from 9 Hanoi, January 2017 Nguyen Quang Vu vu.nq@vnlaw.com.vn Managing Partner, Venture North Law Limited

24 LIST OF KEY ABBREVIATIONS Abbreviation Description Paragraph 1% Shareholder A shareholder or a group of shareholders of a JSC owning at least 1% of the number of ordinary shares for six consecutive months % LLC Member 10% Major Shareholder A member or a group of members of a Multiple LLC together holding 10% (or a lower percentage as provided in the company s charter) or more of the charter capital of the company An ordinary shareholder or a group of ordinary shareholders holding a Minimum Block Shareholding for a Minimum Holding Period % FOE Wholly Foreign-Owned Enterprise (công ty 100% vốn nước ngoài) Investment Certificate Acquisition Registration Approved Notification Authorised Representative Investment Certificate (giấy chứng nhận đầu tư) issued under the Investment Law 2005 to both local companies and FIEs incorporated after 1 July 2006 and before 1 July 2015 Procedures under the Investment Law 2014 for a foreign investor (or Deemed Foreign Investor) to register its investment by way of acquiring ownership interest in certain target companies being a Vietnam EO Notification and approval of any change to the Enterprise Registration Record under Article 32 of the Enterprise Law 2014 The revised provisions on shareholders/members authorised representatives Vol.2 Vol Authorised Shares Board Sale Authorisation Shares which are authorised for sale (cổ phần được quyền chào bán) 58.9 Approval by the Board of a JSC on sale of shares Bidder An organisation or individual publicly purchases a part or all of the voting shares of a Public JSC BRC Business Registration Certificate 3.1 Buy-back request A written request of buying back shares sent to the Private JSC by the dissenting shareholder Company Notice A notice of buying back shares sent to all shareholder by Private JSC Convicted Member A member of a Multiple LLC being an individual who is temporarily detained or serving an imprisonment sentence or has his or her right of professional practice forfeited by a court as stipulated by the Penal Code 29.3 Dividend Payment List A list of shareholders who are entitled to receive dividend D&O insurance Director and officers insurances DR Depository receipts DR Company A Vietnamese JSC whose shares are the Underlying Shares of a DR Program DR Bank The depository bank of the DR program

25 Abbreviation Description Paragraph DR Local Procedures The onshore procedures for a DR Company and a DR Bank to set up a DR program which is supported by Underlying Shares of the DR Company EIN Enterprise Identification Number (mã số doanh nghiệp) 3.3 Enterprise Certificate Enterprise Certificate (Giấy chứng nhận đăng ký doanh nghiệp) or Business Registration Certificate (Giấy chứng nhận đăng ký kinh doanh) Enterprise All documents and information submitted to the Business Registration 13.1 Registration Record Authority at the time of incorporation of a company ESOP Employee share option plan FIEs Foreign-invested enterprises First 90-day Period First Enterprise Foreign ownership ratio General Director HNX HSX Institutional Representatives Institutional Shareholder The period commencing on the date of incorporation and ending on the date that is 90 days after the date of incorporation of an LLC or a JSC The enterprise to whom an organisation or an individual is a related 3.35 person The ownership ratio of foreign investors in an enterprise in Vietnam 3.27 The Director or General Director of a company Hanoi Stock Exchange The Ho Chi Minh City Stock Exchange The legal entities which have the authorities to exercise the rights Vol. 2 and obligations of the State as owner in a wholly State-owned enterprise An owner, member or shareholder of an LLC or JSC who is an 10.2 institution IPO Initial public offerings Individual A Single LLC whose owner is an individual 47.7 Single LLC Institutional A Single LLC whose owner is an organisation 47.1 Single LLC Issuing country The country where the issuance takes place in a DR Program JSC Joint Stock Company (Công ty cổ phần) JSC Chairman Chairman of the Board of Directors of a joint stock company 9.7 Large Public A Public JSC which has a paid-up charter capital of VND 120 billion 82.4 JSCs or more based on the latest audited annual financial statements (công ty đại chúng quy mô lớn) Listed JSC A joint stock company whose shares are listed on a stock exchange LLC Limited Liability Company (công ty trách nhiệm hữu hạn) LLC Director An MC Chairman, the General Director, the legal representative, the

26 Abbreviation Description Paragraph inspector and other managers of a Multiple LLC LLC Owner A single organisation or individual who owns the Single LLC LLC RPT List A list of related persons of a Multiple LLC and their transactions with the company LLC Supermajority Matters which must be approved by the number of votes represent Matters ing at least 75% of the aggregate capital of the attending members at a meeting of the Members Council of a Multiple LLC MC Chairman Chairman of the Members Council of an LLC 3.22 MC Member Member of the Members Council of an LLC 3.22 MOF Ministry of Finance MPI The Ministry of Planning and Investment Multiple LLC A limited liability company with two members or more (công ty trách nhiệm hữu hạn hai thành viên trở lên) National Database National Enterprise Registration Database 3.32 National Portal National Business Registration Information Portal 3.32 Minimum Block A shareholder or a group of shareholders holding 10% (or a lower 61.3 Shareholding percentage provided by the charter) or more of the total ordinary shares of the company Minimum Holding Six consecutive months 61.3 Period NOIP National Office of Intellectual Property Notice of Right The notice which the Private JSC must send via registered courier to all existing shareholders at their permanent residential addresses or contact addresses as recorded in the Shareholder Register. NRAST National Registration Agency of Secured Transactions Placement Private JSC must send a notice to the Business Registration Authority 72.4 Notice about a proposed private placement of shares Private JSC A JSC which is not a Public JSC 57.4 Pro-rata buy A Private JSC offers to buy back a number of shares from each of its back shareholders in proportion to the shareholding percentage of such shareholder Public JSC Public Joint Stock Company 57.2 Public JSC The Model Charter applicable to a Public JSC Model Charter Quoted JSC A Public JSC which is either a Listed JSC or a Upcom JSC Rights Offering An offer for sale of shares to existing shareholders RPT A related party transaction RPT Notification A notification of details of the entities involved in an RPT sent to the members of the Members Council and the Inspectors of an LLC and

27 Abbreviation Description Paragraph SBV State Bank of Vietnam 3.15 Shareholder General Meeting of Shareholders of a JSC Meeting Shareholder Response Shareholder Sale Authorisation Single Board Structure Single LLC Single LLC Chairman Single LLC Director Single LLC RPT SOE SSC the Board Transferring LLC Member TOB Application TOB Agent Unauthorised RPT An offer to sell (chào bán) sent to Private JSCs by a shareholder who agrees to sell back its shares in the context of a share buy-back by a Private JSC An authorisation by the Shareholder Meeting for sale of new shares by a JSC The organisation structure of a JSC including the Shareholder Meeting, the Board and the General Director Single Member Limited Liability Company (công ty trách nhiệm hữu hạn một thành viên) Chairman of a Single LLC or chairman of the Members Council of a Single LLC Members of the Members Council, the Single LLC Chairman, the General Director or Inspectors of a Single LLC A contract or transaction between a Single LLC and certain related parties State-Owned Enterprise (doanh nghiệp nhà nước) State Securities Commission The Board of Directors (Hội đồng quản trị) of a joint stock company A member of a Multiple LLC transfers its capital contribution portion The application submitted to the SSC for registration of a tender offer The securities company authorised to act as agent to conduct the tender offer procedures A Single or Multiple LLC RPT which is not approved in accordance with the requirements of the Enterprise Law , 56.5 Underlying Shares Unpaid Member UPCoM JSCs Vietnam EO VSD Warrant Shares The shares underlying the DRs issued by the DR Bank regarding a DR scheme Any existing member of an LLC who has not paid up its charter capital contribution Unlisted Public Company Market whereby shares of Public JSCs which are unlisted or have been delisted are registered for trading Economic organisations (tổ chức kinh tế) are organisations incorporated in Vietnam including enterprises, co-operatives and other organisation doing business Vietnam Securities Depository The number of shares that can be issued from when the warrants are exercised

28 Abbreviation Description Paragraph WTO Commitments The commitments of Vietnam to the World Trade Organisation are contained in WTO document number WT/ACC/VNM/48 dated 27 October

29 LIST OF KEY LEGISLATIONS No. Short description Full Description 1 Law on Press 1989 Law on Press of the National Assembly dated 28 December 1989, as amended 2 Foreign Investment Law on Foreign Investment of the National Assembly dated 29 December Law Law on Private Law on Private Enterprises of the National Assembly dated 21 December Enterprises Law on Companies Law on Companies of the National Assembly dated 21 December 1990 (or Company 1990 Law in 1990) 5 Law on State-owned Enterprises of the National Assembly dated 20 Law on SOEs 1995 April Foreign Investment Law on Foreign Investment of the National Assembly dated 12 Law 1996 November 1996, as amended 7 Enterprise Law 1999 Law on Enterprises of the National Assembly dated 12 June Penal Code 1999 The Penal Code of the National Assembly dated 21 December 1999, as amended 9 Law on Insurance Law on Insurance Business of the National Assembly dated 9 December Business , as amended 10 Accounting Law Law on Accounting of the National Assembly dated 17 June Civil Code 2005 Civil Code of the National Assembly dated 14 June Commercial Law Commercial Law of the National Assembly dated 14 June Enterprise Law 2005 Law on Enterprises of the National Assembly dated 29 November (or the Enterprise 2005, as amended Law 2005) 14 Foreign Exchange Ordinance on Foreign Exchange Control of the Standing Committee Ordinance 2005 (or of the National Assembly dated 13 December 2005, as amended Ordinance on Foreign Exchange 2005) 15 Investment Law Law on Investment of the National Assembly dated 29 November Securities Law 2006 Law on Securities of the National Assembly dated 29 June 2006, as amended 17 Law on Gender Law on Gender Equality of the National Assembly dated 29 November Equality Law on Laws Law on Promulgation of Legal Documents of the National Assembly dated 22 June Law on Telecom Law on Telecommunication of the National Assembly dated 23 No- 28

30 No. Short description Full Description 2009 vember Law on Credit Institutions 2010 Law on Credit Institutions of the National Assembly dated 16 June Law on Commercial Arbitration 2010 Law on Commercial Arbitration of the National Assembly dated 17 June Labour Code 2012 Labour Code of the National Assembly dated 18 June Pricing Law Law on Pricing of the National Assembly dated 20 June Land Law 2013 Law on Land of the National Assembly dated 29 November Tendering Law 2013 Law on Tendering of the National Assembly dated 26 November Construction Law 2014 The Law on Construction of the National Assembly dated 18 June Bankruptcy Law The Law on Bankruptcy of the National Assembly dated 19 June Enterprise Law 2014 Law on Enterprises of the National Assembly dated 26 November Investment Law 2014 Law on Investment of the National Assembly dated 26 November Law on State Capital 2014 Law on Management and Use of State Capital Invested in Enterprises for Production and Business Activities of the National Assembly dated 26 November Law on Real Estate Business 2014 Law on Real Estate Business of the National Assembly dated 25 November Residential Housing Law 2014 Law on Residential Housing of the National Assembly dated 25 November Civil Procedures Code 2015 The Civil Procedures Code of the National Assembly dated 25 November Decree 48/1999 Decree 48 of the Government dated 8 July 1999 on representative offices and branches of Vietnamese traders 35 Decree 24/2000 Decree 24 of the Government dated 31 July 2000 implementing the Foreign Investment Law Decree 58/2001 Decree 58 of the Government dated 24 August 2001 on seal management and use 37 Decree 144/2003 Decree 144 of the Government dated 28 November 2003 on securities and securities market 38 Decree 110/2004 Decree 110 of the Government dated 8 April 2004 on documents management 39 Decree 163/2006 Decree 163 of the Government dated 29 December 2006 on secured transactions, as amended 40 Decree 1/2010 Decree 1 of the Government dated 4 January 2010 on private placement of shares 41 Decree 43/2010 Decree 43 of the Government dated 15 April 2010 on business regis- 29

31 No. Short description Full Description tration, as amended 42 Decree 102/2010 Decree 102 of the Government dated 1 October 2010 implementing the Enterprise Law Decree 90/2011 Decree 90 of the Government dated 14 October 2011 on Corporate Bonds 44 Decree 58/2012 Decree 58 of the Government dated 20 July 2012 implementing the Securities Law 2006, as amended 45 Decree 101/2012 Decree 101/2012 of the Government dated 22 November 2012 on cashless payment, as amended 46 Decree 108/2013 Decree 108 of the Government dated 23 September 2013 on administrative penalties in securities area, as amended 47 Decree 1/2014 Decree 1 of the Government dated 3 January 2014 on foreign investment in Vietnamese credit institutions 48 Decree 19/2014 Decree 19 of the Government dated 14 March 2014 issuing the model charter of state-owned single member limited liability companies 49 Decree 70/2014 Decree 70 of the Government dated 17 July 2014 implementing the Ordinance on Foreign Exchange 50 Decree 98/2014 Decree 98 of the Government dated 24 October 2014 on the establishment of political organisations and social-political organisations at enterprises 51 Decree 42/2015 Decree 42 of the Government dated 5 May 2015 on Derivative Securities 52 Decree 60/2015 Decree 60 of the Government dated 26 June 2015 amending Decree 58/ Decree 78/2015 Decree 78 of the Government dated 14 September 2015 on Enterprise Registration 54 Decree 91/2015 Decree 91 of the Government dated 13 October 2015 on investment and management of State capital in enterprises 55 Decree 96/2015 Decree 96 of the Government dated 19 October 2015 implementing the Enterprise Law Decree 118/2015 Decree 118 of the Government dated 12 November 2015 on guidelines for some articles of the law on investment 57 Decree 69/2016 Decree 69 of the Government dated 1 July 2016 on conditions for providing sale and purchase of debt services 58 Decree 99/2016 Decree 99 of the Government dated 1 July 2016 on use and management of seals 59 Draft Public JSC The draft Decree on Corporate Governance of Public JSCs published Governance Decree by the SSC in July Circular 19/2003 Circular 19 of the Ministry of Finance dated 20 March 2003 on charter capital and treasury shares of joint stock 30

32 No. Short description Full Description 61 Circular 194/2009 Circular 194 of the Ministry of Finance dated 2 October 2009 on tender offer 62 Circular 6/2010 Circular 6 of the State Bank of Vietnam dated 26 February 2010 on management, capital and share transfer of commercial banks, as amended 63 Circular 186/2010 Circular 186 of the Ministry of Finance dated 18 November 2010 guiding the remittance of profit by foreign investors 64 Circular 74/2011 Circular 74 of the Ministry of Finance dated 1 June 2011 on securities trading 65 Circular 52/2012 Circular 52 of the Ministry of Finance dated 5 April 2012 on public disclosures 66 Circular 21/2012 Circular 21 of the Ministry of Police dated 13 April 2012 implementing Decree 58/ Circular 121/2012 Circular 121 of the Ministry of Finance dated 26 July 2012 on corporate governance of public companies 68 Circular 204/2012 Circular 204 of the Ministry of Finance dated 19 November 2012 on guiding the dossier and procedure for public offering of securities 69 Circular 211/2012 Circular 211 of the Ministry of Finance dated 5 December 2012 on guiding implementation a number of articles of Decree Circular 10/2013 Circular 10 of the Ministry of Justice, Ministry of Police, People s Court, Ministry of Finance and the People s Procurator dated 26 June 2013 on application of the Penal Code in the areas of tax, finance, and securities 71 Circular 5/2014 Circular 5 of the SBV dated 12 March 2014 on opening and use of indirect investment capital accounts for indirect investment activities in Vietnam, as amended 72 Circular 19/2014 Circular 19 of the SBV dated 11 August 2014 on foreign exchange control of foreign direct investment in Vietnam 73 Circular 10/2014 Circular 10 of the Ministry of Culture, Sport and Tourism dated 1 October 2014 on companies naming in conformity to national history, culture, ethics, fine traditions and customs 74 Circular 5/2015 Circular 5 of the Ministry of Finance dated 15 January 2015 on registration, custody, and settlement of securities trading 75 Circular 20/2015 Circular 20 of the Ministry of Planning and Investment dated 1 December 2015 on enterprise registrations 76 Circular 155/2015 Circular 155 of the Ministry of Finance dated 6 October 2015 on public disclosures in securities market 77 Circular 162/2015 Circular 162 of the Ministry of Finance dated 29 October 2015 on procedures for public offering of securities 78 Circular 180/2015 Circular 180 of the Ministry of Finance dated 13 November 2015 on 31

33 No. Short description Full Description registration of trading for unlisted shares 79 Circular 203/2015 Circular 203 of the Ministry of Finance dated 21 December 2015 on securities trading 80 Circular 9/2015 Circular 9/2015 of the Ministry of Finance dated 29 January 2015 on financial transactions by companies under Article 6 of Decree 22/2013 of the Government on cash payment 81 Circular 123/2015 Circular 123 of the Ministry of Finance dated 19 August 2015 on foreign investment activities in Vietnam securities market 82 Decision 12/2007 Decision 12 of the Ministry of Finance dated 13 March 2007 on corporate governance rules applicable to listed companies 83 Decision 337/2007 Decision 337 of the MPI dated 10 April 2007 on system of business lines of Vietnam 84 Decision 895/2012 Decision 895 of the SSC dated 29 October 2012 on model regulations on public auction of shares in a stock exchange 85 Decision 345/2013 Decision 345 of HNX dated 24 July 2013 on trading regulations on the HNX 86 Decision 22/2015 Decision 22 of VSD dated 13 March 2015 on Registration of Securities 87 Decision 23/2015 Decision 23 of VSD dated 13 March 2015 on procedures for exercising rights of securities holders 88 Decision 41/2015 Decision 41 of the Prime Minister dated 15 September 2015 on block sale of shares 89 Decision 211/2015 Decision 211 of the VSD dated 18 December 2015 on settlement and payment of securities trading on stock exchanges 90 Decision 341/2016 Decision 341 of HSX dated 22 August 2016 on trading regulations on HSX 91 Decision 529/2016 Decision 529 of HNX dated 25 August 2016 on trading regulations on the HNX 92 Resolution 71/2006 Resolution 71 of the National Assembly dated 29 November 2006 approving Vietnam s WTO Commitments 93 Order 104/1948 Order 104 of the Chairman of the Government dated 1 January 1949 on National Enterprises 94 Official Letter 346 Official Letter 346 of the Government Office dated 26 August HSX Listing Rules The Listing Rules of the Ho Chi Minh City Stock Exchange dated January