PROJECT _____________234

Key Issue List

(Prepared for _____________)

Note: This key issue list (the “Key Issue List” or “KIL”) represents the key legal issues found from the Vietnamese law perspective as of
the date hereof during our legal due diligence process over _____________ (“_____________” in Vietnamese), a joint stock company incor-
porated in Vietnam with enterprise code No. _____________ under the ERC (as defined below) issued by the Department of Planning and
Investment of _____________ Province for the first time on __________ (as amended from time to time), having its head office located at
______________, _____________ Province, Vietnam (the “Company”), which is a developer of four (04) wind power projects namely
_____________ wind power plant, _____________ wind power plant, _____________ wind power plant and _____________ wind power
plant located in _____________ Province, Vietnam (collectively, the “Projects”) ( having the details provided under Appendix 1 of the
MOU (as defined below)). This KIL serves for the purpose of, and in connection to, the proposed acquisition of 100% shares in the Com-
pany from the Company’s existing shareholders (the “Sellers”) by _____________ Pte. Ltd. (“_____________” or the “Buyer”), which is a
Singapore-based entity as designated by _____________ according to the MOU to act as the buyer (the “Transaction”).

The facts, issues and analyses below are not complete and subject to further update upon provision of supplemental materials from the Com -
pany and discussion among the working groups. In any event, this KIL does not constitute our firm’s standard legal due diligence report
which should be subject to a number of assumptions and qualifications, and therefore, this KIL should be used as information reference only.
For the purpose of the KIL, we have assumed:

(i) the accuracy and completeness and (where copies are provided) conformity with the originals of the documents (and any documents
referred to in them) and the replies to our enquiries and that no relevant document, information or arrangement has been withheld
from us;
(ii) that no term of any document (or document referred to in it) has been amended by any of the parties orally, by conduct or course of
dealing or otherwise without our being made aware of it;
(iii) the genuineness of all signatures and company seals and that all documents have been validly executed, delivered, have been per -
formed in accordance with their terms by each party and are valid, legally binding and enforceable and cannot be rendered void or

1
 otherwise avoided (including, without limitation, by a failure to pay any applicable stamp duty or file with any appropriate authority);
(iv) all individuals who have signed or have given any confirmation, certificate or document on which we will rely (including those indi-
viduals acting on behalf of the Company) have the civil capacity under the laws of Vietnam to sign or give such confirmation, certi -
ficate or document;
(v) that the documents and information, when provided, were as current as possible at the time of our review and that no amendment,
modification or revocation, or material changes had occurred or were envisaged, except as expressly indicated in this KIL;
(vi) that the procedures with respect to the convening, attendance and passing of resolutions or decisions were carried out at all meetings
of the shareholders, board of management, inspection committee or equivalent meetings of each party (including the Relevant Entity)
in accordance the relevant charter and not contrary with Vietnamese law;
(vii) no other facts, events, documents or arrangements are in existence that affect the accuracy and effectiveness of any of the documents
which have been disclosed to us; and
(viii) the applicable exchange rate is USD 1 = VND 23,500

In this KIL, unless otherwise expressly defined in specific contexts, the capitalized terms shall have the following meanings as respectively
given to them:

 “1st Responses to IRL” means the Sellers’ responses to our Information Request List dated 9 August 2023 as sent to us by Ms.
Tr_____________ of _____________ on 11 August 2023;
 “BOM” means Board of Management (“Hội đồng quản trị” in Vietnamese);
 “Civil Code” means the Civil Code No. 91/2015/QH13 adopted by the National Assembly of Vietnam on 24 November 2015;
 “DPI” means provincial Department of Planning and Investment;
 “DOC” means Department of Construction;
 “Decree 12/2022” means Decree No. 12/2022/ND-CP dated 17 January 2022 of the Government regulating administrative sanctions
for violations in fields of labor, social insurance and sending Vietnamese workers abroad under contracts;

2
 “Decree 15/2021” means Decree No. 15/2021/ND-CP of the Government dated 3 March 2021 providing in details certain regulations
on management of construction projects;
 “Decree 16/2022” means Decree No. 16/2022/ND-CP of the Government dated 28 January 2022 providing regulations on adminis-
trative sanctions in the field of construction;
 “Decree 25/2020” means Decree No. 25/2020/ND-CP of the Government dated 28 February 2020 providing in details and guiding
implementation of certain provisions of the Law on Tendering with respect to selection of investors;
 “Decree 31/2021” means Decree No. 31/2021/ND-CP of the Government dated 26 March 2021 providing in details and guiding im-
plementation of certain provisions of the Law on Investment 2020;
 “Decree 35/2020” means Decree No. 35/2020/ND-CP of the Government dated 20 April 2020 providing in details and guiding im-
plementation of certain provisions of the Law on Competition 2018;
 “Decree 35/2023” means Decree No. 35/2023/ND-CP of the Government dated 20 June 2023 revising and supplementing certain
provisions of Decrees of the Ministry of Construction;
 “Decree 58/2020” means Decree No. 58/2020/ND-CP dated 27 May 2020 of the Government providing for rates of compulsory con-
tributions to the Occupational accident and disease benefit fund;
 “Decree 117/2020” means Decree No. 117/2020/ND-CP dated 28 September 2020 of the Government regulating administrative
sanctions in medical sector (as amended);
 “Decree 122/2021” means Decree No. 122/2021/ND-CP of the Government dated 28 December 2021 providing regulations on ad -
ministrative sanctions in the field of planning and investment;
 “Decree 146/2018” means Decree No. 146/2018/ND-CP dated 17 October 2018 of the Government detailing and guiding the imple-
mentation of a number of articles of the Law on Health Insurance 2008;
 “_____________” means ________________________.;
 “ERC” means Enterprise Registration Certificate (“Giấy chứng nhận Đăng ký Doanh nghiệp” in Vietnamese);
 “GMS” means General Meeting of Shareholders (“Đại hội đồng Cổ đông” in Vietnamese);

3
 “Labor Code 2019” means Labor Code No. 45/2019/QH14 adopted by the National Assembly of Vietnam on 20 November 2019;
 “Law on Competition 2018” means the Law on Competition No. 23/2018/QH14 adopted by the National Assembly of Vietnam on
12 June 2018;
 “Law on Employment 2013” means Law on Employment No. 38/2013/QH13 adopted by the National Assembly of Vietnam on 16
November 2013;
 “Law on Construction 2014” means the Law on Construction No. 50/2014/QH13 adopted by the National Assembly of Vietnam on
18 June 2014 (as amended);
 “Law on Enterprises 2020” means the Law on Enterprises No. 59/2020/QH14 adopted by the National Assembly of Vietnam on 17
June 2020 (as amended);
 “Law on Health Insurance 2008” means Law on Health Insurance No. 25/2008/QH12 adopted by the National Assembly of Viet-
nam on 14 November 2008 (as amended);
 “Law on Investment 2020” means the Law on Investment No. 61/2020/QH14 adopted by the National Assembly of Vietnam on 17
June 2020 (as amended);
 “Law on Land 2013” means the Law on Land No. 45/2013/QH13 adopted by the National Assembly of Vietnam on 29 November
2013 (as amended);
 “Law on Social Insurance 2014” means Law on Social Insurance No. 58/2014/QH13 adopted by the National Assembly of Vietnam
on 20 November 2014 (as amended);
 “LURC” means Land Use Right Certificate (“Giấy chứng nhận Quyền sử dụng Đất” in Vietnamese);
 “MOIT” means Ministry of Industry and Trade;
 “MOU” means the Memorandum of Understanding between ______________________, the Company and
____________________;
 “MPI” means Ministry of Planning and Investment;
 “NERP” means National Enterprise Registration Portal (“Cổng thông tin Quốc gia về Đăng ký Doanh nghiệp” in Vietnamese)

4
 “NOIP” means National Intellectual Property Office;
 “NRAST” means National Registration Agency for Secured Transactions of Vietnam;
 “PC” means People’s Committee;
 “PDP VIII” means the National Power Development Plan for the period 2021 – 2030, with a vision to 2050 issued under Decision
No. 500/QD-TTg dated 15 May 2023 of the Prime Minister;
 “Responses to _____________” means the Sellers’ responses to _____________’s queries as sent to us by Ms. Tr_____________ of
_____________ on 10 August 2023;
 “SIHIUI” means social insurance, health insurance, unemployment insurance;
 “SPA” means the Shares Purchase Agreement to be entered into between the Buyer and the Sellers in relation to the Transaction;
 “VDR” _________________________________;
 “Vietnam WTO Commitment” means the Vietnam’s commitments to the World Trade Organization (WTO) in services; and
 “VSIC” means Vietnam Standard Industrial Classification promulgated under Decision No. 27/2018/QD-TTg of the Prime Minister
dated 06 July 2018 promulgating Vietnam standard industrial classification.

No. Issues Details and Legal Consequences Recommendations/ Risk Level

Suggested Actions

A. REQUISITE REGULATORY APPROVALS REQUIRED FOR THE TRANSACTION

1. M&A Approval According to Article 26 of the Law on Investment 2020, a The M&A Approval to be ob-
foreign investor is required to obtain approval of the com- tained from _____________
petent investment registration authority (i.e., DPI for the Transaction must

5
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

_____________ DPI) (the “M&A Approval”) on registra- be required as a condition

tion of its capital contribution, acquisition of shares or cap- precedent for the closing of
ital contribution portion in a Vietnamese company (the the Transaction.
“M&A Transaction”) in any of following cases:
(i) The M&A Transaction results in the increase in the
foreign ownership in the Vietnamese target com-
pany (i.e., the Company), which has registered to
implement any “business lines for which the mar-
ket access is conditional for foreign investors”;
(ii) The M&A Transaction results in (a) the foreign
ownership ratio in the Vietnamese target company
increasing from 50% or below 50% to more than
50%; or (b) the increase in the foreign ownership
ratio where the existing foreign ownership in the
Vietnamese target company has already exceeded
50%; or
(iii) The Vietnamese target company having LURC in
respect of land lots located in border areas, coastal
areas, or areas affecting national defense, or secu-
rity.
Since (a) some of the business lines currently registered by

6
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

the Company are considered as “business lines for which

the market access is conditional for foreign investors”
(please see our discussion on registered business lines of
the Company in Section 6 (Conditional Business Lines) be-
low); and (b) the Transaction will lead to the foreign own-
ership in the Company increasing to more than 50% (i.e.
100% to be owned by the Buyer upon the Transaction com-
pletion), the Transaction shall be subject to the obtainment
of the M&A Approval from _____________ DPI.
By laws, the Company, together with the Buyer, will have
to prepare and submit the application dossier for the M&A
Approval to _____________ DPI.1 The law sets out statu-
tory time of However, as the matter of practice and subject
to the speed of paperwork prepared by the applicants, it
may take around 02 months for the M&A Approval
process.

2. ERC Amendment Upon the completion of the Transaction, the Buyer will be- An amended ERC recording,
come the sole owner of the Company, and the Company among others, the Company’s
will no longer be a joint stock company and must be con- conversion into a single-
verted into a single-member limited liability company member limited liability com-

1
Article 66.2 of Decree 31/2021

7
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

(“công ty trách nhiệm hữu hạn một thành viên” in Viet- pany having the Buyer as the
namese) as solely owned by the Buyer. 2 At laws, the sole owner of the Company
Buyer will only be recognized as a legitimate owner of must be required as a condi-
100% of the Company’s charter capital once its corporate tion precedent for the closing
details are recorded under the Company’s amended ERC of the Transaction.
(in the form of a single-member limited liability com-
pany).3
The law sets out statutory time of 03 working days from
the authority’s receipt of “complete” ERC amendment ap-
plication dossier for _____________ DPI to issue the
amended ERC to the Company.4 However, as the matter of
practice and subject to the speed of paperwork prepared by
the applicants, it may take around 03 weeks for the
amended ERC process.

3. Merger Filing Economic concentration and notification thresholds Merger Filing requirement
 A merger filing (the “Merger Filing”) will be required would be subject to further
if the Transaction is considered as an “economic con- verification and assessment
centration,” and one of the notification thresholds under by the Buyer.

2
Article 203.1(b) of the Law on Enterprises 2020
3
Article 66.5 of Decree 31/2021
4
Article 66.3 of Decree 31/2021

8
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

Article 13 of Decree 35/2020 is met. By laws, “eco- The Buyer should carry out
nomic concentration” includes, among others, acquisi- the verification and assess-
tion of other enterprise, which is defined as “an enter- ment regarding the possibility
prise directly or indirectly acquires all or part of equity
that the Merger Filing re-
interest, assets of another enterprise which is sufficientquirement is triggered for the
to control or dominate the acquired enterprise or a Transaction pursuant to the
business line of the acquired enterprise.” “Control” or Law on Competition 2018 as
“domination” of the acquired enterprise or of a business soon as possible. The VCC
line thereof is clarified to be one of the following Approval (if the Merger Fil-
cases:5 ing is required) for the Trans-
(i) The acquiring enterprise (i.e., the Buyer in this action must be one of the
case) gains ownership of more than 50% of the conditions precedents for the
charter capital or voting shares in the acquired closing of the Transaction.
enterprise;
(ii) The acquiring enterprise (i.e., the Buyer in this
case) gains ownership of, or the right to use,
more than 50% of the assets of the acquired en-
terprise or more than 50% of the assets of at
least one business line of the acquired enterprise
(i.e. the Company); or
(iii) The acquiring enterprise (i.e. the Buyer in this

5
Article 2.1 of Decree 35/2020

9
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

case) has one of the following powers over the

acquired enterprise: (a) the power to directly or
indirectly decide on the appointment, removal
or dismissal of a majority or all of the BOM
members, chairman of the members’ council,
and/or (general) director of the acquired enter-
prise; (b) the power to decide on the amendment
of or addition to the charter of the acquired en-
terprise; or (c) the power to decide important is-
sues during business activities of the acquired
enterprise (including the power to decide on the
form of organization of business; business lines
and the geographical area and forms of busi-
ness; adjustment to the business scale and busi-
ness lines; the form and method of raising, allo-
cating and using the capital sources of the ac-
quired enterprise).
 As the Buyer will acquire 100% shares of the Com-
pany, the Transaction would be considered as an “eco-
nomic concentration.” Therefore, the Transaction
would be subject to the Merger Filing requirement if
one of the following notification thresholds is met:6

6
Article 33 of the Law on Competition 2018 and Article 13 of Decree 35/2020

10
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

(i) The total asset value in the Vietnamese market

of (a) an enterprise participating in the Transac-
tion, or (b) group of affiliates in which an enter-
prise participating in the Transaction is a mem-
ber, reached VND3,000 billion (approx.
USD129 million) or more during the last fiscal
year preceding the year of the Transaction;
(ii) The total sales revenues or purchase
turnovers in the Vietnamese market of (a) an
enterprise participating in the Transaction, or
(b) group of affiliates in which an enterprise
participating in the Transaction is a member,
reached VND3,000 billion (approx. USD129
million) or more during the last fiscal year pre-
ceding the year of the Transaction;
(iii) The value of the Transaction is VND1,000 bil-
lion (approx. USD43 million) or more; or
(iv) The combined market share of the enterprises
participating in the Transaction is 20% or more
in the relevant market during the last fiscal year
preceding the year of the Transaction.

11
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

Among these notification thresholds, we are only able to

confirm that the value of the Transaction (i.e., VND
50,544,000,000, approx. USD2,150,808) does not reach
threshold (iii) above. For the remaining thresholds, taking
into account that the individual Sellers could be carved out
from the Merger Filing assessment under the Law on Com-
petition 2018, it is advised that the Buyer should verify and
confirm whether or not if there is a possibility that one of
such thresholds could be met by the total asset value, rev-
enues/turnovers and/or market shares of the Buyer (to-
gether with group of affiliates) in Vietnam market.
VCC’s Approval and timeline to obtain
At laws and as a matter of practice, the clearance of Merger
Filing for the Transaction, i.e., by way of obtaining of an
approval from the Vietnam Competition Commission
(“VCC”) confirming that the Transaction could be con-
ducted by the Parties without prohibition or restriction un-
der the Vietnam competition law (the “VCC’s Approval”)
should be one of the CP for the closing of the Transaction.
The regulatory timeline for the VCC to issue VCC Ap-
proval is as follows:
(i) If the Transaction is only subject to preliminary as-
sessment, 30 days from the VCC’s receipt of a

12
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

“complete” Merger Filing dossier. Upon the expiry

of such 30-day-period, if the result of the prelimi-
nary review is not issued by the VCC, the Transac-
tion will be “deemed cleared;” or
(ii) If the Transaction is subject to official review as re-
quested by the VCC upon the stated preliminary as-
sessment, 90 days from the date when the VCC de-
cides that the Transaction is subject to an official
review.
However, in practice, the Merger Filing would take sub-
stantially longer, e.g., 4 – 6 months depending on the
speed of the parties preparing the Merger Filing dossiers
and the complication of the Transaction’s relevant market
segment.
Consequences:
Time attributable to obtain the VCC Approval could be
lengthy, which may affect the timeline for closing of the
Transaction.
If the Transaction is subject to the Merger Filing require-
ment but the parties choose proceeding with the closing of

13
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

the Transaction without obtaining the VCC Approval, the

VCC may, at its discretion, investigate the Transaction and
conclude that the parties have committed a violation
against the Merger Filing requirement under the Law on
Competition 2018. In such a case, each party of the Trans-
action could be subject to an administrative fine of up to
one percent (1%) of its revenues in the relevant market in
the financial year preceding the violation according to Arti-
cle 15.1 of Decree 75/2019.

B. CORPORATE AND SHAREHOLDING STRUCTURE

4. The charter of the Details: For the Buyer’s information

Company is not up-to- We have been provided with the charter of the Company
date and not in line dated _______________ (the “Company Charter”). From
with the Law on En- our review, some provisions of the Company Charter are
terprises 2020 not up-to-date and not in line with the current Law on En-
terprises 2020. For example:
(i) Article 38 of the Company Charter provides that a
resolution on the following matters shall be adopted
when it is voted for by shareholders representing
65% or more of the total votes of all attending

14
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

shareholders:
(a) Types of shares and total number of shares
of each type;
(b) change in business lines, trades or fields;
(c) change in the organizational structure of the
company;
(d) investment projects or sale of assets valued
at 35% or more of the total value of assets
recorded in the latest financial statements of
the company;
(e) reorganization or dissolution of the com-
pany.
However, Article 148.1 of the Law on Enterprises
2020 requires that a resolution on the aforesaid mat-
ters shall be adopted when it is voted for by share-
holders representing 65% or more of the total votes
of all attending and voting shareholders.
(ii) Article 38 of the Company Charter also provides
that the resolutions of the GMS shall be passed
when it is approved by shareholders owned 50% or

15
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

more of the total votes of all attending shareholders.

However, Article 148.2 of the Law on Enterprises
2020 requires that the resolutions of the GMS shall
be passed when it is approved by shareholders
owned 50% or more of the total votes of all attend-
ing and voting shareholders.
(iii) Article 40.2 of the Company Charter provides that,
in case the chairman and the minute taker refuse to
sign the meeting minutes [for the meeting of the
BOM], such meeting minutes will still be valid if it
(a) is signed by all remaining attending members of
the BOM, and (b) contains sufficient information as
prescribed in Article 40 of the Company Charter.
However, Article 158.2 of the Law on Enterprises
2020 further provides that, in case the chairman and
the minute taker refuse to sign the BOM meeting
minutes, the meeting minutes must also clearly state
the reasons for the aforesaid refusal. The remaining
attending members of the BOM who sign the meet-
ing minutes must jointly be responsible for the ac-
curacy and truthfulness of the meeting minutes,

16
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

whereas the chairman and the minute taker shall

take personal liability for the damage caused to the
company by refusing to sign the meeting minutes.
Consequences:
Notwithstanding the above, the outdated contents of the
Company Charter will unlikely affect the Transaction
given that (a) there is no specific administrative sanction
under laws imposed on outdated or non-conformity con-
tents of the Company Charter with the Law on Enterprises
2020, and (b) once the Transaction is completed, a new
Company’s charter (in the form of a single-member limited
liability company) will have to be adopted in replacement
of the current Company Charter to reflect, among others,
the new corporate form of the Company as a single-mem-
ber limited liability company.

5. Contents of the Com- Details: For the Buyer’s information Low

pany Charter has mis- From our enterprise search on the NERP, the Company has
matched with the en- one (01) representative office with the details as follows:
terprise information
recorded in the NERP Representa- : _____________________
tive office

17
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

name

Registration : _____________-001
No

Establish- : _____________________
ment date

Status : _____________________

Registered : _____________________
address

Head of : _____________________
representa-
tive office

By laws, the Company Charter must contain the compul-

sory provisions set out under Article 24 of the Law on En-
terprises 2020, which includes, among others, name and
address of the representative office of the company (if
any).7 However, the Company Charter does not contain any
information relating to the _____________ RO.

7
Article 24.2(a) of the Law on Enterprises 2020

18
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

Consequences:
Notwithstanding the above, the lack of information of
_____________ RO in the Company Charter will unlikely
affect the Transaction, given that (b) there is no administra-
tive fine under laws to be imposed on such mismatch in in-
formation, and (b) once the Transaction is completed, a
new Company’s charter (in the form of a single-member
limited liability company) will have to be adopted in re-
placement of the current Company Charter to reflect,
among others, the new corporate form of the Company as a
single-member limited liability company.

6. Conditional Business Details: Subject to the commercial Low

Lines From our enterprise search on the NERP, the Company has discussion between the par-
ties.
registered for conducting the following business lines:
(i) Power generation (“Sản xuất điện” in Vietnamese) Deregistration from the list of
(VSIC 3511), which is registered as the main busi- Company’s registered busi-
ness lines of Conditional
ness line;
Business Lines which are not
(ii) Real estate business, land use rights of owners, actually implemented by the
users or leased land (“Kinh doanh bất động sản, Company (may be required as
quyền sử dụng đất thuộc chủ sở hữu, chủ sử dụng a condition precedent for the
hoặc đi thuê” in Vietnamese) (VSIC 6810); closing of the Transaction.
(iii) Installation of water supply, drainage, heating and

19
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

air conditioning systems (“Lắp đặt hệ thống cấp,

thoát nước, hệ thống sưởi và điều hoà không khí” in
Vietnamese) (VSIC 4322);
(iv) Construction of residential buildings (“Xây dựng
nhà để ở” in Vietnamese) (VSIC 4101);
(v) Construction of non-residential buildings (“Xây
dựng nhà không để ở” in Vietnamese) (VSIC
4102);
(vi) Construction of railways (“Xây dựng công trình
đường sắt” in Vietnamese) (VSIC 4211);
(vii) Construction of roads (“Xây dựng công trình đường
bộ” in Vietnamese) (VSIC 4212); and
(viii) Construction of electrical works (“Xây dựng công
trình điện” in Vietnamese) (VSIC 4221);
(ix) Construction of water supply and drainage works
(“Xây dựng công trình cấp, thoát nước” in Viet-
namese) (VSIC 4222);
(x) Construction of telecommunications and communi-
cation construction work (“Xây dựng công trình
viễn thông, thông tin liên lạc” in Vietnamese)
(VSIC 4223);

20
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

(xi) Construction of other utility projects (“Xây dựng

công trình công ích khác” in Vietnamese) (VSIC
4229); and
(xii) Site preparation (“Chuẩn bị mặt bằng” in Viet-
namese) (VSIC 4312).
By laws, the business lines listed from point (ii) to point
(xii) (inclusive) above are regarded as the business lines for
which the market access condition is applicable to foreign
investors (the “Conditional Business Lines”).8 Accord-
ingly, the foreigner (i.e., the Buyer in this case) must, when
investing in a Vietnamese target company operating in a
Conditional Business Line(s) (i.e., the Company in this
case) by way of M&A Transaction, satisfy, among others,
the market access conditions applicable to foreign in-
vestors9 in order to obtain the M&A Approval.10

8
Item 19 and Item 46 of Part B (List of business lines for which the market access is conditional for foreign investors) of Annex 1 (List of business lines for which the
market access is restricted for foreign investors) attached to Decree 31/2021
9
Pursuant to Article 9.3 of the Law on Investment 2020, market access conditions applicable to foreign investors when investing in a Conditional Business Line include:
(i) conditions on foreign ownership limit of charter capital in the economic organization (i.e., the Company); (ii) conditions on form of investment; (iii) conditions on
scope of investment activities; (iv) conditions on capacity of the investors and partners participating in the investment; and/or (v) other conditions provided under the
laws, resolutions of the National Assembly of Vietnam, ordinances, resolutions of the Standing Committee of the National Assembly of Vietnam, decrees of the
Government and international treaties to which Vietnam is a State member.
Each Conditional Business Line will be subject to different market access conditions, which are posted on the National Investment Portal maintained by the MPI.

21
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

With respect to the Transaction, the Vietnamese laws have

not provided any specific foreign market access conditions,

10
Article 24.2 of the Law on Investment; Article 65.4 of Decree 31/2021

22
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

such as foreign ownership restriction, to be imposed on the

Conditional Business Lines. The Buyer therefore can ac-
quire and own up to 100% of the charter capital in the

23
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

Company as proposed in the Transaction.

Notwithstanding the above, the Buyer should be mindful
that the Company, by engaging in several Conditional

24
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

Business Lines, may increase the complexity and difficulty

of the licensing procedure to obtain the M&A Approval
and consequently may significantly prolong the timeline of
the Transaction, because the investment registration au-

25
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

thority of _____________ DPI would take longer time to

carefully examine and appraise (including, where needed,
consultation with different ministerial-level authorities) be-
fore it makes conclusion that the Buyer, as the foreign in-

26
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

vestor, has satisfied all the market access conditions appli-

cable to all the Conditional Business Lines.
Therefore, prior to the closing of the Transaction, the

27
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

Buyer should consider requesting the Company to deregis-

ter certain Conditional Business Lines which it does not in-
tend to conduct after the Transaction.

7. Contribution of the Details: The amended ERC recording Medium

charter capital of the By laws, the founding shareholders of a joint stock com- the Company’s charter capital
founding shareholders pany must fully pay for the subscribed shares within ninety reduced to the actual charter
capital contributed by the
(90) days from the date the ERC is issued. 11 If any of the
founding shareholders should
shareholders fails to fully pay for their own subscribed
be obtained by the Company
shares during the 90-day deadline, within 30 days from the
soon.
expiry date the aforesaid timeline, the company must regis-
ter for the adjustment to its charter capital in order to re- Appropriate representative
flect the actual contributed amount by its shareholders.12 and warranty on fully-paid
amount of Company’s charter
In the case at hand, as explained by the Sellers in its 1 st Re-
capital, together with non-ad-
sponses to IRL, we understand that the founding sharehold-
ministrative penalty against
ers of the Company is in the procedure to decrease the
the Company due to failure to
charter capital of the Company from the registered amount
adjust charter capital on time,
(i.e., VND 600 billion (approx. USD 25.5 million)) to the
should be given by the Sellers
actual contributed amount (i.e. VND 3.254 billion (approx.
under the SPA.
USD 138,468)). From this fact, we understand that the
founding shareholders of the Company would likely have

11
Article 113.1 of the Law on Enterprises 2020
12
Article 113.3(d) of the Law on Enterprises 2020

28
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

not fully contributed its originally-registered charter capital

of VND600 billion within 90 days from the ERC was is-
sued and further failed to register to decrease its charter
capital to reflect the actual contributed capital amount
within the following 30 days as required by the law.
Consequences
The Company may be subject to administrative fine of up
to VND 50 million (approx. USD 2,128) 13 due to the delay
in applying for the decrease in the registered charter capital
when it applies for the decrease of the registered charter
capital in the coming time.

13
Articles 46.3(a) and 4.2 of Decree 122/2021

29
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

8. Lack of shareholder Details: The Company could produce Low

register and share- By laws, a joint stock company like the Company is re- and keep at its head office the
holder certificates shareholder register; and pro-
quired to (i) make and maintain a shareholder register to re-
duce and hand over to each
cord the information on the shareholding of the sharehold-
shareholder their respective
ers of the company from the date when the ERC is issued; 14
shareholder certificates. The
and (ii) issue a share certificate to each shareholder to cer-
Company’s shareholder regis-
tify his/her/its ownership of his/her/its shares in the com-
ter and shareholder certifi-
pany.15
cates of all Sellers must be
The Sellers have explained in its 1 st Responses to IRL that cancelled at the closing of the
the shareholder register of the Company and the share- Transaction. These require-
holder certificates are incorporated into the Company ments should be a condition
Charter. This explanation is however inconsistent with the precedent for closing of the
Law on Enterprises 2020. Transaction.
Consequences: Furthermore, the SPA should
Failure to have a shareholder register and issue share certi- include an appropriate indem-
ficates would trigger an administrative fine on the Com- nity clause in relation to the
pany of up to VND 50 million (approx. USD 2,128).16 Company’s non-compliance
with the regulations on share-
holder register and share-

14
Article 11.1(a); Article 122 of the Law on Enterprises 2020
15
Article 121 of the Law on Enterprises 2020
16
Articles 52.2(b) and 4.2 of Decree 122/2021

30
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

holder certificates.

C. INVESTMENT PROJECTS

9. Inclusion of the Pro- We have been provided with Official Letter No. Subject to the commercial de- Medium
jects into the PDP _____________/UBND-CN dated 14 April 2022 (“OL cision of the Buyer, the ap-
VIII _____________”) issued by the People's Committee of proval from the competent
_____________ Province (“_____________ PC”) sent to authority to have the Projects
the MOIT. Under OL _____________, _____________ PC included into the PDP VIII-
proposes that the MOIT include the Projects into the PDP implementing plan/document
VIII; however, we have not been provided with any docu- could (or could not) be re-
ments from the competent authorities confirming that the quired as a condition preced-
Projects have been included in the PDP VIII. As confirmed ent for the closing of the
by the Sellers in its 1st Responses to IRL, the MOIT is pre- Transaction.
paring the PDP VIII-implementing plan/document and has
not responded to OL _____________ yet.
We note that at laws,17 one of the conditions to be issued
with the approval of the investment policy (please refer to
Section 10 below for more information) is that the Projects
must be in line with the national-level master planning (in-
cluding the PDP VIII with respect to power sector), the re-
gional planning, provincial planning, urban planning and
special economic-administrative unit planning.

17
Article 33.3(a) of the Law on Investment 2020

31
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

10. Selection of the Com- Details: Subject to the commercial de- Medium
pany as the investor of We have been provided with Official Letter No. cision of the Buyer, the ob-
the Projects tainment of the decision ap-
_____________/UBND-CN dated 9 March 2022 (“OL
proving the investment policy
_____________”) issued by _____________ PC approving
of the Projects and concur-
the policy of researching, surveying and measuring wind to
rently approving the Com-
establish the wind projects in _____________ District,
pany as the investor of the
_____________ District, _____________ Town of the
Projects from
Company which states that “the Company that has been
_____________ PC should be
approved for the survey policy does not automatically be-
required as a condition pre-
come the investor implementing the project, so it is not al-
cedent for the closing of the
lowed to use this written approval of survey policy to enter
Transaction.
into transaction for the purpose of transfer or other illegal
transactions.” From the information and documents pro-
vided as of the date of this KIL, we understand that the
Company has not been selected as the investor of the
Projects yet.
According to Article 29.1 of the Law on Investment 2020,
the selection of investor(s) for an investment project must
be conducted through one of the following methods:
(i) Auction for the land use rights in accordance with
land laws;
(ii) tendering for selection of investors in accordance

32
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

with tendering laws; and

(iii) direct approval of investors, which are allowed in
the following cases:
(a) there is only one investor participating in
the auction or tendering in methods (i) and
(ii) or the auction is unsuccessful; or
(b) the investment project requires an invest-
ment policy approval and falls under cases
stipulated under Article 29.4 of the Law on
Investment 2020, including the case where
the project does not require for auction of
land use rights or tendering in accordance
with laws. In this case, the competent au-
thority will concurrently approve the in-
vestor in the process of assessment and issu-
ance of the investment policy decision on
the investment project.
Accordingly, in order to be selected as the investor of the
Projects, the Company may consider applying to and ob-
taining from _____________ PC the decision approving
the investment policy which would concurrently approve
the investor of the Projects, because:

33
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

(i) The Projects are located in _____________ Dis-

trict, _____________ District, and _____________
Town of _____________ Province, which are areas
with especially difficult socio-economic condi-
tions,18 for which, the Projects could be exempted
from or reduced for the land use fees and land
rental.19 Accordingly, the Projects could be ex-
empted at laws from the procedure of auction for
the land use rights;20
(ii) Further, since the Projects are not projects for con-
struction of urban areas, civil works with one or
more functions comprising commercial housing,
head offices and working offices, and commercial
and services works,21 the Projects could be ex-
empted at laws from the procedure of tendering for
selection of investors; and
(iii) According to Official Letter No. _____________/
UBND-CN dated 14 April 2022 of the

18
Annex III of Decree 31/2021
19
Article 110.1(a) of the Law on Land 2013
20
Article 118.1 of the Law on Land 2013
21
Article 1.1 of Decree 25/2020

34
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

_____________ PC, the Projects’ proposed loca-

tions are on the land areas which have been planned
for the purpose of cultivation of perennial trees and
other annual crops. This means that for implement-
ation of the Projects on the proposed locations, the
investor of the Projects must apply for change in
the land use purpose of the Projects’ land from agri-
cultural land to non-agricultural land. Accordingly,
the Projects would require for an investment policy
approval from _____________ PC.22

D. LICENSES AND PERMITS

11. Approval of According to OL _____________, _____________ PC has The Company to provide the Medium
_____________ PC for approved the policy for the Company to research, survey relevant information/docu-
the Company to con- and measure wind to establish the wind projects in ments at our request.
duct wind survey and _____________ District, _____________ District, Appropriate representation
measurement in _____________ Town in two (02) areas, specifically: and warranty on the legiti-
_____________ Dis- (i) Area 1: Survey location is at _____________ mate rights granted by
trict, _____________ Commune, _____________ District, _____________ PC to carry
District, _____________ Province, having survey area of out research, survey and mea-
_____________ Town, 487.9ha; and sure wind for the Projects
_____________ Prov- should be given by the Sellers
(ii) Area 2: Survey location is at _____________
22
Article 32.1(a) of the Law on Investment 2020

35
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

ince Commune, _____________ District; _________ under the SPA.

Commune, __________ Commune, _________
Commune, ____________________ Commune,
_____________ Town, _____________ Province,
having survey area of )_______-.
We have been provided with (i) Official Letter No.
_____________/TC-QC dated 25 July 2022 (“OL
_____________”) issued by the Department of Operations
– the General Staff approving the static height for the met
mast at _____________ Commune, _____________ Town,
_____________ Province; and (ii) Official Letter No.
_____________/UBND-CN dated 3 August 2023 (“OL
_____________”) issued by of _____________ PC ap-
proving the location for the Company to install the met
mast at _____________ Commune, _____________ Town,
_____________ Province. We understand OL
_____________ and OL _____________ serve for the
wind survey in Area 2 (this fact should be re-confirmed by
the Company). However, we have not been provided with
any documents with respect to the wind survey in Area 1.
Thus, it is unclear to us whether or not the Company has
applied for any permission to survey and do measurement
activities in Area 1.

36
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

In addition, given OL _____________ only indicates that

the Company is allowed to research, survey and measure
wind in Area 1 and Area 2 for establishing wind projects in
_____________ District, _____________ District,
_____________ Town, it is unclear to us whether or not
the Company has obtained approval to conduct research
and wind survey and measurement for all Projects.

12. Construction permit Details: Appropriate representation, Low

for installation of the warranty and indemnity
According to OL _____________, the Company can only
met mast at clauses in relation to the
commence the installation of the met mast after obtaining
_____________ Com- Company’s due compliance
(i) permission from _____________ DOC and (ii) approval
mune, _____________ with the construction laws
of static height of the met mast from the Department of
Town, _____________ should be given by the Sellers
Operations – the General Staff.
Province under the SPA.
While we have been provided with OL _____________ of
the Department of Operations – the General Staff approv-
ing the static height for the met mast of the Company, we
have not been provided with the construction permit with
respect to the installation of the met mast.
The Sellers in its 1st Responses to IRL, the Company did
not obtain such permit from _____________ DOC as it is
not required by laws to do so. To this end, we note that
pursuant to Article 89.2(c) of the Law on Construction

37
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

2014, the installation of the met mast unlikely requires con-

struction permit from _____________ DOC, given the met
mast could be considered as a temporary construction.23
However, from a prudent perspective and as a matter of
practice, investors often obtain a written confirmation on
exemption of construction permit from the relevant DOC to
avoid any potential challenges for the construction permit
in the future.

13. Licenses and permits Other than the permit and approval discussed in Section 11 For the Buyer’s information.
relating to the Com- (Approval of _____________ PC for the Company to con-
pany and the Project duct wind survey and measurement in _____________
(including the met District, _____________ District, _____________ Town,
masts) _____________ Province) and Section 12 (Construction
permit for installation of the met mast at _____________
Commune, _____________ Town, _____________
Province) above, , the Company has, as confirmed by the
Sellers in its 1st Responses to IRL, not had any other li-
censes, permits, approvals, consents, authorizations or cer-
tificates in relation to the Company and the Project (in-
cluding the met masts).

E. MATERIAL CONTRACTS AND INSURANCE

23
Article 131.2(b) of the Law on Construction 2014

38
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

14. Status of payment of We have been provided with the following material con- The Company to provide the Low
provided material tracts of the Company: relevant information/ docu-
contracts ments at our request. The fi-
(i) The Mast Installation Contract signed by the Com-
nancial adviser could assist
pany with _____________ Limited Liability Com-
the Buyer to check and con-
pany (“_____________”) in August 2022 (the
firm.
“Mast Installation Contract”) under which the
Company has engaged _____________ in supply- Appropriate representation,
ing and installing the met mast at _____________ warranty and indemnity
Commune, _____________ Town, _____________ clauses in relation to the
Province Technical Consultancy. Company’s due compliance
with the payment obligations
According to Article 3 of the Mast Installation Con-
under material contracts
tract, the Company is obliged to pay 100% of the
should be given by the Sellers
service fee to _____________ within 05 working
under the SPA.
days after _____________ has completed the in-
stallation of the met mast and the parties has accep-
ted the completion in writing, but is entitled to re-
tain 5% of the service fee (i.e., VND 71,560,170)
within 12 months as a security for
_____________’s warranty and operation obliga-
tions; and
(ii) The Consultancy Service Contract No.
____________ signed by the Company with Asia
Power Engineering Consulting Limited Company

39
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

(“Asia Consulting”) on 16 February 2022 (the

“Consultancy Service Contract”) under which the
Company has engaged Asia Consulting in consult-
ing for preparing the dossiers to include the Project
into the PDP VIII.
According to Article 7 of the Consultancy Service
Contract, the service fee (i.e., VND 1 billion, in-
clusive of value added tax) shall be paid in two in-
stalments: (a) 80% of the service fee shall be paid
within 07 working days after the dossiers have been
finalized according to _____________ DOIT’s
comments to submit to the MOIT; and (b) the re-
maining 20% shall be paid within 07 working days
after the dossiers have been approved by the com-
petent authority.
As confirmed by the Sellers in the 1 st Responses to RFI, the
Company still owes (i) VND 71,560,170 (approx. USD
3,045) to _____________; and (ii) VND 181,818,181 (ap-
prox. USD 7,737) to Asia Consulting, which is retained in
accordance with the respective contracts. The Sellers fur-
ther provide that the Buyer shall procure the Company to
pay this amount in a timely manner to _____________ and
Asia Consulting after the closing of the Transaction.

40
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

Given the lack of documents evidencing the payment of the

service fees to _____________ and Asia Consulting by the
Company as the date of this KIL as well as its nature of
financial data verification, we are unable to verify whether
or not the Company has fulfilled its payment obligation as
of the date of this KIL.

15. Certificate of Eligibil- At laws, the Company as the owner of the met mast is re- The Company to provide the Medium
ity for Construction quired to select a contractor which has a Certificate of Eli- relevant information/ docu-
Activities of gibility for Construction Activities (“Chứng chỉ năng lực ments at our request for our
_____________ as the hoạt động xây dựng”) appropriate for the type and class of review and confirmation.
contractor installing the met mast to carry out the installation works. 24 Before 20
Appropriate representation,
the met mast at June 2023, if the met mast is classified as a construction ofwarranty and indemnity
_____________ Com- class IV, the selected contract would not be required to clauses in relation to the
mune, _____________ have a Certificate of Eligibility for Construction Activi- Company’s due compliance
Town, _____________ ties.25 with the construction laws
Province Due to the technical nature of the matter, we are unable to should be given by the Sellers
ascertain the type and class of the met mast and thus are under the SPA.
unable to determine whether _____________ would be re-
quired to have a Certificate of Eligibility for Construction
Activities to carry out the installation works for the met

24
Article 112.2(a) of the Law on Construction 2014; Articles 83.1 and 83.2 of Decree 15/2021
25
Article 83.3(dd) of Decree 15/2021; Article 12.26(b) of Decree 35/2023

41
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

mast. From the provided capability dossier of

_____________, we understand that _____________ does
not have a Certificate of Eligibility for Construction Activi-
ties.
Consequences:
Failure to select an eligible contractor to carry out the in-
stallation of the met mast could trigger an administrative
fine of up to VND 80 million (approx. USD 3,404) against
the Company.26

F. LAND, ASSETS ATTACHED TO LAND AND OTHER MATERIAL ASSETS USED IN BUSINESS OPERATION

16. Inclusion of the Pro- We have been provided with Official Letter No. Subject to the commercial de- Medium
jects into the land use _____________/UBND-KTHT dated 27 July 2023 of cision of the Buyer, the issu-
planning _____________ District PC sent to _____________ DOIT ance of _____________ PC’s
providing additional information for making PDP VIII-im- decision approving the inclu-
plementing plan within _____________ District (“OL sion of project
_____________”). OL _____________ provides that Pro- _____________ into the land
jects _____________, _____________ and use planning of
_____________ have been included in the list of land use _____________ District may
target in the Land Use Planning until 2030 of be required as a condition

26
Article 7.1(e) and 4.3(c) of Decree 16/2022

42
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

_____________ District as approved under Decision No. precedent for the closing of
___________/QD-UBND dated 31 May 2022 of the Transaction.
_____________ PC. OL _____________ further provides
that after the Projects are included in the PDP VIII-imple-
menting plan, _____________ District PC will update the
projects in its annual land plan of the district based on the
Projects' actual implementation progress.
As confirmed by the Sellers in its Responses to
_____________, Project _____________ has been in-
cluded in the draft Land Use Planning of _____________
District which was submitted to _____________ PC for its
review and approval.
We note that at laws,27 one of the conditions to be issued
with the approval of the investment policy (please refer to
Section 10 below for more information) is that the Projects
must be approved in line with the national-level master
planning, regional planning, provincial planning, urban
planning and special economic-administrative unit plan-
ning, which include the [provincial] land use planning (be-
ing a part of the province’s [general] planning).

G. INTELLECTUAL PROPERTIES

27
Article 33.3(a) of the Law on Investment 2020

43
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

17. Trademarks, indus- From our public search on the NOIP’s online database, the
trial designs and Company has not registered any trademarks, industrial de-
patents signs or patents in its name with the NOIP.
As confirmed by the Sellers in its 1 st Responses to IRL, the
Company does not have any trademarks, industrial designs
and patents.

18. Domain names From our public search on the online database of VNNIC,
the Company has not registered any domain name in its
name.
As confirmed by the Sellers in its 1 st Responses to IRL, the
Company does not have any domain names.

H. FINANCING DOCUMENTS

19. Loans As confirmed by the Sellers in its 1 st Responses to IRL, the Appropriate representation,
Company has no existing borrowings from any third party warranty and indemnity
nor granted any loans to any third party. clauses in relation to security
interest created over in the
Company’s loans should be
given by the Sellers under the
SPA.

20. Security interest Regarding security on movable assets, based on our public Appropriate representation,

44
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

search on the NRAST’s portal as at the date of this KIL, it warranty and indemnity
shows that there is neither (i) any security interest created clauses in relation to security
by the Company over its movable assets, nor (ii) any secur- interest created over in the
ity interest created by the Company’s shareholders over Company’s shares and mov-
their owned shares in the Company, registered into data- able assets should be given by
base of NRAST. the Sellers under the SPA.
As confirmed by the Sellers in its 1 st Responses to IRL,
there is no security interest created over the Company’s
shares and assets.

I. EMPLOYMENT

21. Contribution of com- Details: Full payment of the unpaid Low

pulsory SIHIUI SIHIUI and any liability in-
Both the Company and its employees are required by laws
curred therefrom by the Com-
to monthly contribute the compulsory SIHIUI to the State
pany should be required as a
social insurance funds.28 The contribution amount is
condition precedent for the
calculated based on the base salary of the employee as
closing of the Transaction.
provided in his/her labor contract. Generally, the current
percentages of contributions of SIHIUI to the State
insurance funds are as follows:29

28
Article 168.1 of the Labor Code 2019; Articles 21.1, 85 and 86 of the Law on Social Insurance 2014; Article 15.1 of the Law on Health Insurance 2008; Article
44.2 of the Law on Employment 2013
29
Articles 85.1 and 86.1 of the Law on Social Insurance 2014; Article 57.1 of the Law on Employment 2013; Article 4 of Decree 58/2020; Article 7 of Decree
146/2018

45
No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

Social Health Unempl Total

Insuran Insuran oyment
ce ce Insuran
ce

Employer 17.5% 3% 1% 21.5%

Employee 8% 1.5% 1% 10.5%

Total 32%

As provided by the Sellers in the 1 st Responses to IRL, the

Company has one employee (i.e., Mr. __________) who is
making his contribution of SIHIUI at another company and
one employee (i.e., Ms. __________) that the Company
has not fully paid SIHIUI for her. The Sellers further
provide that the Company will fully pay the unpaid SIHIUI
amount, and any late payment interest accrued therefrom
before the closing of the Transaction.
Given the lack of documents regarding the Company’s
payment of compulsory SIHIUI contribution as the date of
this KIL as well as its nature of financial data verification,
we are unable to verify whether or not the Company has
fulfilled this contribution obligation as of the date of this

46
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

KIL.
Consequences:
Failure to contribute the compulsory SIHIUI on time and in
full could subject the Company to the following
administrative fines:
(a) a penalty equivalent to 24% - 30% of the unpaid
amount of the social insurance and unemployment
insurance (but subject to a cap of VND 150 million
(approx. USD 6,383);30
(b) compulsory payment of the unpaid insurance
amount, together with an amount of interest which
is equivalent to two (02) times of the average in-
vestment interest applicable to the social insurance
fund managed by the State social insurance funds in
the preceding year;31 and
(c) a penalty of up to VND 80 million (approx. USD
3,404) for (i) failure to contribute the health insur-
ance for 1,000 or more employees, or (ii) the un-
paid amount of health insurance of VND 160 mil-

30
Articles 39.5 and 6.1 of Decree 12/2022
31
Article 39.10 of Decree 12/2022

47
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

lion (approx. USD 6,809) or more.32

J. ENVIRONMENT AND COMPLIANCE

22. No relevant docu- As confirmed by the Sellers in its 1 st Responses to IRL, the Appropriate representation,
ments available Company does not have any documents regarding its com- warranty and indemnity
pliance with laws on environment and fire prevention and clauses in relation to the
fighting. Company’s compliance with
laws on environment and fire
prevention and fighting
should be given by the Sellers
under the SPA.

K. LITIGATION

23. Disputes with third There is no centralized database or tool available for carry- Appropriate representation,
parties ing out litigation and investigation search in Vietnam. As warranty and indemnity
far as we are aware from our public search on the Internet, clauses in relation to the
the Company has not initiated or been involved in any liti- Company’s litigation status
gation brought by a third party to any relevant courts or ar- should be given by the Sellers
bitration in Vietnam, or an existing investigation conducted under the SPA.
by competent authority that cause significant impact to the
Company’s business operations.
As confirmed by the Sellers in its 1 st Responses to IRL,
32
Article 80.2 of Decree 117/2020

48
 No. Issues Details and Legal Consequences Recommendations/ Risk Level
Suggested Actions

there is no any existing and/or pending material arbitration,

litigation and/or disputes or any circumstance likely to lead
to the same in which the Company and/or its branches, rep-
resentative offices, business locations or any of the em-
ployees, officers or agents was involved since its establish-
ment, is being involved or may become involved in future.

_____________
12 August 2023

49