_________ SOLAR POWER PROJECT

RED-FLAG LEGAL DUE DILIGENCE REPORT

This report is private and confidential, and address only to _________ It is not to be provided or relied upon by,
nor is any responsibility, duty or liability accepted to, any other person without the prior written consent of -
__________ (_________)

1
 TABLE OF CONTENTS

I. INTRODUCTION........................................................................................................3

II. DEFINITIONS.............................................................................................................5

III. EXECUTIVE UMMARY OF RISKS AND PROPOSED SOLUTIONS................9

IV. DETAILED REPORT...............................................................................................15

2
I. INTRODUCTION

I.1. Background

(a) This legal due diligence report (the “Report”) was prepared by ____________
(_________) under the instruction of _________ as a proposed buyer (the “Buyer”)
in connection with the proposed acquisition (the “Transaction”) of (i) _________ 1
solar located in _________ province, Vietnam with _____ MWp capacity
(“_________ 1”); (ii) _________ 2 solar located in _________ province, Vietnam
with _________ MWp capacity (“_________ 2”); (iii) _________ solar located in
_________ province, Vietnam with 120 MWp capacity (“_________”); (iv)
_________ 1 wind located in _________ province, Vietnam with 48 MW capacity
(“_________”); and (v) _________ wind located in _________ province, Vietnam
with 48 MW capacity (“_________”) (collectively referred to as the “Covered
Projects”, and each a “Covered Project”). The Covered Projects are owned or
represented by _________ Joint Stock Company (the “Company”). We are also
asked to conduct a limited legal due diligence (“DD”) on the Company and the
Covered Projects.

(b) Having said above, at this stage, _________ 1 is the primary focus of the DD given
the currently available documents in the VDR.

(c) Except where defined in this Section, capitalized terms have the meanings given to
them in Definitions Section below.

(d) The Report is addressed to the Buyer. The Report may not be relied upon by any other
person, firm or company unless otherwise agreed in writing by us.

(e) The Report is confidential and subject to legal professional privilege. Neither the
Report nor any of its contents may be disclosed to any third party other than (i) the
directors, officers, employees, agents and financial and other professional advisers of
the Buyer who need to receive the Report for the purposes of the Transaction and (ii)
as required by applicable law or regulation. We accept no responsibility or legal
liability to any third party (including those to whom disclosure is permitted by this
paragraph).

(f) In this Report, references to the “Firm”, “we” or “us” are to _________, a limited
liability company established under Vietnamese law whose registered office is at
_________________________ and/or and, as applicable, the members, shareholders,
partners, employees, consultants, contractors or other persons working at or for any of
them which provide services in relation to the Transaction.

3
(g) This Report has been prepared based on the documents made available to us. Subject
to additional documents to be provided (if any), this Report might be subject to
further updates accordingly within the scope of the DD.

(h) In this Report, H means high priority, M means medium priority, L means low
priority; and “Risk: to be identified” means that we will identify the risk after we
know if the Company is able to provide us with the relevant DD documents at our
current requests for our reviewing the documents and assessing the risk.

(i) For the purpose of this Report, we use the exchange rate between Vietnamese Dong
and US Dollar of US$ 1 = VND 24,000 (approximately).

I.2. Sources of information

Our legal review has consisted solely of a review of the following sources of information:

(a) The documents (the “Documents”) made available to us from ______________- for
the purpose of this Report, which are listed in Appendix [I] hereof;

(b) The information obtained as a result of our public searches available in Vietnam; and

(c) Written information and/or confirmations provided by the Company or its

representative in the context of the Transaction.

I.3. Content of this Report

This Report is structured as follows:

(a) Introduction

(b) Definitions;

(c) Summary of risks and solutions;

(d) Detailed Report; and

(e) Appendixes.

4
II. DEFINITIONS

No. Terms Definitions

1. Amendment to the Law No. 62/2020/QH14 dated 17 June 2020 of the National
Law on Assembly on amending the Law on Construction
Construction

2. Charter Capital The charter capital of the Company

3. Circular 25/2016 Circular No. 25/2016/TT-BCT of MOIT dated 30 November

2016 on power transmission system

4. Circular 39/2015 Circular No. 39/2015/TT-BCT of MOIT dated 18 November

2015 on power distribution system

5. Circular 42/2015 Circular No. 42/2015/TT-BCT of MOIT dated 1 December 2015

on power metering in power system

6. Civil Code The Civil Code adopted by the National Assembly of the
Socialist Republic of Vietnam on 24 November 2015

7. COD Commercial Operation Date

8. CP Conditions Precedent for the closing of the Transaction under the

relevant Transaction Documents (as defined hereunder)

9. Decision 55/QD- Decision No. 55/QD-DTDL of ERAV dated 22 August 2017 on

DTDL technical requirements on SCADA system

10. Decree 118/2015 Decree No. 118/2015/ND-CP dated 12 November 2015 of the
Government on implementing the Law on Investment 2014

11. Decree 136/2020 Decree No. 136/2020/ND-CP of the Government dated 24

November 2020 detailing the implementation of the Law on Fire
Prevention and Fighting

12. Decree 18/2015 Decree No. 18/2015/ND-CP of the Government dated 14

February 2015 guiding on environmental project planning,
strategic environmental assessment, environmental impact
assessment, and environmental protection plan, as amended by
Decree No. 40/2019/ND-CP of the Government dated 13 May

5
 No. Terms Definitions

2019

13. Decree 23/2018 Decree No. 23/2018/ND-CP of the Government dated 23

February 2018 regarding compulsory fire and explosion insurance

14. Decree 50/2016 Decree No. 50/2016/ND-CP of the Government dated 01 June
2016 regarding to the administrative fine in investment and
planning sectors

15. Decree 59/2015 Decree No. 59/2015/ND-CP date 18 June 2015 of the
Government on management of construction investment

16. Decree 79/2014 Decree No. 79/2014/ND-CP of the Government dated 31 July
2014 detailing the implementation of the Law on Fire Prevention
and Fighting

17. DOIT Department of Industry and Trade

18. DONRE Department of Natural Resources and Environment

19. DPI Department of Planning and Investment

20. EIAR Environment Impact Assessment Report

21. Enterprise Search The search on the enterprise registration contents of the
Company conducted by _________ on the National Business
Registration Portal as of 12 April 2021

22. ERC Enterprise Registration Certificate

23. EREA Electricity and Renewable Energy Agency under the MOIT
(“Cục Điện lực và Năng lượng Tái tạo” in Vietnamese)

24. EVN Vietnam Electricity

25. GCA Grid Connection Agreement

26. GSM General Shareholders’ Meeting (“Đại hội đồng Cổ đông” in

Vietnamese)

27. IPD Investment Policy Decision

6
 No. Terms Definitions

28. IRC Investment Registration Certificate

29. Labor Code Law No. 45/2019/QH14 of the National Assembly dated 20
November 2019 on Labor

30. Law on Law No. 50/2014/QH13 dated 18 June 2014 of the National
Construction Assembly on Construction, as amended from time to time

31. Law on Electricity Law on Electricity No. 28/2004/QH11 dated 03 December 2004
of the National Assembly on Electricity, as amended from time to
time

32. Law on Law No. 68/2014/QH13 dated 26 November 2014 of the National
Enterprises 2014 Assembly on Enterprises

33. Law on Law No. 59/2020/QH14 dated 17 June 2020 of the National
Enterprises 2020 Assembly on Enterprises

34. Law on Law No. 67/2014/QH13 dated 26 November 2014 of the National
Investment 2014 Assembly on Investment

35. Law on Law No. 61/2020/QH14 dated 17 June 2020 of the National
Investment 2020 Assembly on Investment

36. Law on Land Law No. 45/2013/QH13 dated 29 November 2013 of the National
Assembly on Land, as amended from time to time

37. LURC Land Use Right Certificate (“Giấy Chứng Nhận Quyền Sử Dụng
Đất” in Vietnamese), which could be attached with:
(i) Certificate of Ownership over Construction Works
(“Giấy Chứng Nhận Quyền Sở Hữu Công Trình Xây
Dựng” in Vietnamese); or
(ii) Certificate of Ownership over Residential Houses
(“Giấy Chứng Nhận Quyền Sở Hữu Nhà Ở” in
Vietnamese); or
Certificate of Land Use Right, Ownership over Residential
Houses and Other Assets Attached to Land (“Giấy Chứng Nhận
Quyền Sử Dụng Đất, Quyền Sở Hữu Nhà Ở và Tài Sản Khác Gắn
Liền Với Đất” in Vietnamese)

7
 No. Terms Definitions

38. M&A Approval In-principal approval issued by provincial-level DPI as required

by the law of Vietnam for foreign investor to contribute capital/
acquire capital/ subscribe shares/ acquire shares in an existing
company incorporated in Vietnam

39. MOIT Ministry of the Industry and Trade

40. MPI Ministry of Planning and Investment

41. PC The People’s Committee

42. PDFPF Police Department of Fire Prevention and Fighting

43. PPA Power Purchase Agreement

44. SBV State Bank of Vietnam

45. Transaction The transaction documents to which the Buyer is party in relation
Documents to the Transaction

46. US$, USD or US United States dollar, the lawful currency of the United States of
Dollar America

47. VND Vietnamese Dong, the official currency of the Socialist Republic
of Vietnam

8
III. EXECUTIVE SUMMARY OF RISKS AND PROPOSED SOLUTIONS

Priority Issue Summary of issues and risks Proposed solutions and

recommendations

H IPD Under IPD ________, within 180 days from the effective date of Subject to further check with the Company.
(Section 2.2 of Part IPD ____________________, if the Company fails to complete Amendments to the IPD
relevant procedures on investment, construction, environment
IV) ____________________ (to reflect all
protection and land as prescribed by laws, IPD updated information and extend the
____________________ shall no longer be valid; accordingly timeline to complete procedures on
the Company shall not be compensated for any costs or expenses construction, environment protection and
incurred in relation to _________ 1 Project. land) should be a CP under the relevant
As of now when the 180-day period above was already lapsed, Transaction Documents.
the Company has not completed relevant procedures on
construction, environment protection and land as prescribed by
laws as required by IPD ____________________. Accordingly,
_________ PC shall have the right to consider terminating IPD
____________________ (and any amendment thereto) pursuant
to Article 3 of IPD ____________________, unless IPD
____________________ has been amended in this respect.
According to _________ 1 PPA, it is understood that _________
PC issued Decision No. ____________________/QD-UBND on
07 January 2020 to amend IPD ____________________.
However, this document is not made available for our review.

9
H IRC The validity of IRC No. ____________________ issued by Subject to further check with the Company.
(Section 2.3 of Part _________ DPI to the Company on 28 February 2017 might be Amendments to the IRC (to record changes
challenged since the IRC was issued based on IPD
IV) under the amended IPD
____________________, which might no longer be valid as per ____________________) should be a CP
our discussion regarding the validity of IPD under the relevant Transaction Documents.
____________________ above.
However, as there have been amendments to IPD
____________________ as mentioned above, there should also
be amendments to the IRC issued to the Company.

H Compliance with According to IPD ____________________, the Company would Subject to further check with the Company.
_________ 1 Project start construction in Quarter I/2017 and put _________ 1 Project Amendments to the IPD
timeline into operation in Quarter IV/2019. However, it appears to us that ____________________ and the IRC (to
the construction of _________ 1 Project has not started yet. As a
(Section 2.4 of Part record changes in _________ 1 Project
IV) result, the Company may have failed to meet _________ 1 timeline and the COD of _________ 1
Project timeline under IPD ____________________. Project) should be CPs under the relevant
Transaction Documents.

H COD under According to _________ 1 PPA, the PPA Estimated COD falls Subject to further check with the Company.
_________ 1 PPA within Quarter IV of 2020. If COD does not occur within three In case the new COD of _________ 1
(Section 3.1.2 of Part (03) months after the PPA Estimated COD except in case of Project has been approved, the Company
force majeure, it could be considered as a breach of the
IV) should negotiate with EVN to update the
Company and the Company may have to compensate the Off- PPA Estimated COD as soon as possible to
taker (i.e. EVN). As the three-month period from the current avoid potential liabilities as noted above.
PPA Estimated COD has passed while _________ 1 Project has

10
 not been completed yet, the Off-taker now has right to claim the An amendment of _________ 1 PPA to
Company for any damage incurred due to the Company’s breach revise the timeline of _________ 1 Project
of the PPA Estimated COD. should be a CP under the relevant
Transaction Documents.

H FiT Since _________ 1 Project has not yet come into operation, The Buyer should discuss with the
(Section 3.1.3 of Part _________ 1 Project is not entitled to enjoy the FiT of VND developers to set forth under the
1,644/kWh, which expired on 31 December 2020. Currently, the Transaction Documents a mechanism to
IV)
new FiT mechanism for solar power project has not been issued adjust the development fee of the Covered
yet. Projects in case where the new FiT
mechanism for solar power projects is
issued by the Government of Vietnam.

H GCA According to Article 3 of _________ 1 GCA, _________ 1 Subject to further check with the Company.
Project is expected to be connected to the grid in May 2019.
(Section 3.2 of Part In case the new COD of _________ 1
Since _________ 1 Project has not achieved COD yet, the
IV) Project has been approved, the Company
Company failed to connect _________ 1 Project to the grid as should update _________ 1 GCA
required. accordingly.
An amendment of _________ 1 GCA to
revise the timeline of _________ 1 Project
should be a CP under the relevant
Transaction Documents.

H Documents on We have not been provided with any approvals from MOIT or Subject to further check with the Company.
DOIT for the technical design and the construction drawing of

11
 construction works _________ 1 Project as required under the Law on Construction. The approval of the technical design and
construction drawing design should be a CP
(Section 4.1 of Part
under the relevant Transaction Documents.
IV)

H Construction permit As confirmed under OL ____________________ of _________ Subject to further check with the Company.
(Section 4.2 of Part DOC, _________ 1 Project is exempted from the construction In case where the construction permit is
permit. However, since 01 January 2021, the Amendment to the
IV) required, the procurement of a construction
Law on Construction has revised the list of cases where the permit (or exemption thereof) should be a
construction permit is exempted so that the construction permit CP under the relevant Transaction
may be re-applied by the Company for _________ 1. Documents.
However, at this stage, we are uncertain as to whether or not
_________ 1 Project can be exempted from the construction
permit under the Amendment to the Law on Construction.

M Inclusion of We have not been provided with the decision approving the Subject to further check with the Company.
_________ 1 Project inclusion of phase 2 of _________ project in the _________ The inclusion of phase 2 of _________
into Power PDP and/or the National Power Development Plan. We assume project (as well as other Covered Projects)
Development Master that this is because phase 2 of _________ project (i.e. into _________ PDP and/or National Power
Plan _________ 2 project) is still under preparation stage. Development Plan should be a CP under the
relevant Transaction Documents.
(Section 2.1 of Part
IV)
M Project transfer At laws, the definition of “project transfer” is broad and vague. For prudence the Buyer should require the
In practice, _________/_________ authorities (e.g. PC, DPI Company to consult with
(Section 2.6 of Part and/or DOIT) may consider the acquisition of 100% of the _________/_________ PC regarding the

12
 shares of relevant SPC as a transfer of _________ 1 Project and “project transfer” and its conditions.
IV)
other Covered Projects from the SPC to the Buyer. In case _________/_________ DPI
confirms that only the M&A Approval is
required for the Transaction, the risk
attributable to the “project transfer”
(associated with multiple statutory
conditions required for such transfer) will
be mitigated. A confirmation on the same
from _________/_________ authorities
should be a CP under the relevant
Transaction Documents.

M _________ 1 PPA _________ 1 PPA has contained a number of bankability issues This risk of non-bankability always exists
(Section 3.1.1 of Part (which are actually attributable to every PPA drafted on the in every PPA drafted based on the Model
IV) basis of the Model PPA), which may raise concerns to potential PPA.
lenders who consider financing _________ 1 Project. Please
refer to Section 3.1.1 of Part IV for our detailed discussions on
some bankability issues.

L Pending authorizations Other than Certificate No. ____________________/GXN- Subject to further check with the Company.
and agreements UBND dated 16 August 2019 of People’s Committee of
_________ district regarding registration of environment
(Section 5.1 of Part protection plan, we have not been provided with any other
IV) environmental certificates, permits, licenses, registration and
approvals (if any) (e.g. Registration of owner of hazardous

13
 sources).

L No employment There are no documents in relation to employment and labor These should not be major issues given that
documents available matters in the VDR. Buyer intends to purchase the shares in a
detached/split company or a newly-
(Section 8.1 of Part
incorporated SPC (instead of purchasing
IV)
shares in the Company itself).
L No trademarks and According to IPOVN Search, the Company does not have any
copyrights registered trademarks registered under its own name. According to our
in favour of the public search based on public domain resources as at the Cut-Off
Company; No Date of this DDR (i.e. 12 April 2021), we have found no
intellectual property copyrights registered under the Company’s own name.
infringement Furthermore, we have found no intellectual property
infringement / disputes involving the Company
(Section 9 of Part IV)

L Litigation search According to our public search based on public domain Appropriate representations and warranties
(Section 10.1 of Part resources as at the Cut-Off Date of this DDR (i.e. 12 April on litigation status of the Company will be
2021), we have found no litigation proceeding against or included in the relevant Transaction
IV)
involving the Company. However, the searches were conducted Documents.
on an informal basis and the search results may not be
comprehensive and binding.

14
IV. DETAILED REPORT

The table below highlights those issues that we consider to be material in the context of the Transaction and which we consider may be of particular
interest to the Buyer.

No. Issue Summary of Issues/Commentary Recommendation

1. INCORPORATION AND ORGANIZATION OF THE COMPANY

1.1. General overview From the provided Documents and according to our limited public search on the For the Buyer’s
enterprise registration contents of the Company conducted by _________ at the National information.
Business Registration Portal as of 12 April 2021 (the “Enterprise Search”), set forth
below is the information of the Company:

Name : _________ Joint Stock Company

Enterprise registration : ____________________

number

Corporate form : Joint stock company

Date of incorporation : ____________________

Head office : Lot No. 06, _______________, _________ City,

_________ Province, Vietnam

Registered Charter : _______________-

15
No. Issue Summary of Issues/Commentary Recommendation

Capital

Number of shares : _____________

Par value : _____________

Current Shareholders : _____________

Legal representative : _____________

Certificate of : _____________
Incorporation

We were not provided with the latest ERC of the Company.

Furthermore, from our Enterprise Search, the Company established one branch in Sam
Son City, _________ Province on _________. The current status of this branch recorded
on the National Business Registration Portal and the General Tax Department’s
information system is “temporarily closed.” We, however, were not provided with any
document about this branch.

1.2. Corporate approval for According to Article 167 of the Law on Enterprises 2020, any transaction or contract The resolution of the
the Transaction between the Company on one hand and any of the following on the other hand is BOM or the GMS
Documents considered a related party transactions (“RPTs”): approving the
(a) shareholders, authorized representative of institutional shareholders holding more Company’s entry into

16
No. Issue Summary of Issues/Commentary Recommendation

(Risk: to be identified) than 10% of the ordinary shares of the Company and their related persons; any Transaction
(b) members of the Board of Management (the “BOM”), or the (General) Director; or Document which is a
RPT should be required
(c) certain enterprises related to member of the BOM, member of the Inspection as a CP under the
Committee, the (General) Director, any other managerial persons of the Company, relevant Transaction
or their related person. Documents.
As such, if the Company enters into any Transaction Document to which any of the above
is also a party (e.g. the Joint Development Agreement), that Transaction Document may
be regarded as an RPT, which must be approved by:
(a) the BOM if the value of the transaction contemplated under that Transaction
Document is less than 35% of the total asset value of the Company recorded in its
most recent financial statement (or a smaller percentage as provided under the
Company’s Charter); or
(b) the GMS of the Company in other cases.

1.3. Establishment of new As agreed by the Parties, the Company will establish a new enterprise who becomes the The ERC recording the
SPC investor of each of the Covered Project (the “SPC”) and after the LURC recording the incorporation of the SPC
land use right of the Company over the relevant Covered Project’s land and any land area under the corporate form
(Risk: to be identified)
(including but not limited to the transmission line’s land) used for the Covered Project is decided by the Buyer
issued, the Company will transfer the relevant Covered Project to the SPC. should be required as a
CP under the relevant
Transaction Documents.

17
No. Issue Summary of Issues/Commentary Recommendation

2. APPROVALS, LICENSES AND AUTHORIZATIONS OF THE PROJECT FROM GOVERNMENT AUTHORITIES

2.1. Inclusion of _________ We were provided with Decision No. ____________________/QD-BCT dated 16 Subject to further
1 Project into Power November 2017 of the MOIT (“Decision ____________________”) approving the update. Please check
Development Master inclusion of _________ 1 Project in the Power Development Master Plan of _________ with the Company if
Plan Province (“_________ PDP”) for the period of 2016 – 2025, with the vision towards there exists any decision
2035. The details of Decision ____________________ are as follows: approving the inclusion
(Risk: M)
of phase 2 of _________
Name of _________ 1 : _________ Solar Power Plant Project (Phase 1) 1 Project in _________
Project (“_________ 1 Project”) PDP and/or the National
Power Development
Capacity : 45MW
Plan.
Location : Kien Tho Commune, _________ District, _________ The inclusion of phase 2
Province of _________ 1 Project,
as well as other Covered
Land area : approx. 60 ha Projects, into _________
PDP and/or National
Connecting plan to :  Construction of a new 22/110kV substation
Power Development
the national electricity (“_________ 1 Substation”) at _________ Solar
Plan should be a CP
grid Power Plant with the capacity of 63 MVA, operating in
under the relevant
the period of 2017-2020; and
Transaction Documents.
 Construction of a new 110kV transmission line with
the length of 9.5 km, cable’s cross sectional area of 300

18
No. Issue Summary of Issues/Commentary Recommendation

mm2 operating in the period of 2017-2020.

From the Documents, we are aware that the Company’s _________ project is divided into
two phases, each phase with the capacity of 45MW. However, we have not been provided
with the decision approving the inclusion of phase 2 of _________ project in the
_________ PDP and/or the National Power Development Plan. We assume that this is

19
No. Issue Summary of Issues/Commentary Recommendation

because phase 2 of _________ project (i.e. _________ 2 project) is still under preparation
stage.
Under the GCA (as detailed in Section 3.2), the length of a new 110kV transmission line
is 8 km. Please note that the length mentioned in _________ PDP is an initially-calculated

20
No. Issue Summary of Issues/Commentary Recommendation

figure so although there is a conflict between _________ PDP and the GCA, the
Company will need to construct a new 110kV transmission line with the length of 8 km in
accordance with the GCA.

2.2. IPD Under the Law on Investment 2014, the investment of _________ 1 Project, which is an Subject to further update
investment project required for land lease from the State, must be approved under an IPD based on our request of
(Risk: H)
issued by _________ PC.1 In this regard, we have been provided with IPD No. document under the
____________________/QD-UBND dated 25 January 2017 of _________ PC (the “IPD updated DD request list.
____________________”) approving the investment of _________ 1 Project. The key Amendments to the IPD
information of the IPD ____________________ is as follows: ____________________
to reflect all updated
The investor : ___________ Joint Stock Company
information and extend
Form of investment : Domestic investment the timeline to complete
procedures on
Project purpose : Producing electricity to meet the electricity consumption construction,
demand of the province and the country, supporting environment protection
enterprises economically; developing clean energy, and land should be CPs
renewable energy, reducing greenhouse emissions to protect under the relevant
the environment; creating jobs and stable incomes for labor Transaction Documents.
and local socio-economic development

1
Article 32.1(a) of the Law on Investment 2014

21
No. Issue Summary of Issues/Commentary Recommendation

Installed capacity : 90MW

Investment scale : Construction of new:

 3-storey management office (about 500m2);
 a factory and warehouse (20,000m2);
 ground for solar panel installation (1,080,000m2);
 a house for workers (200m2);
 a canteen for workers (100m2);
 sports area (1,000m2);
 security office (20m2);
 parking lot (100 m2); and
 fence and other auxiliary infrastructure facilities.

Land area and : Approx. 1,500,000 m2 land site at Kien Tho Commune,
Project location _________ District, _________ Province (the “Project
Land”).

Total investment : Approx. VND 2,681,000,000,000 (equivalent to approx. US$

capital 111,708,333)
 Equity capital is VND 403,000,000,000 (equivalent to

22
No. Issue Summary of Issues/Commentary Recommendation

approx. US$ 16,791,666), accounting for 15% of the

total investment capital of _________ 1 Project; and
 Commercial bank loan capital is VND
2,278,000,000,000 (equivalent to approx. US$

23
No. Issue Summary of Issues/Commentary Recommendation

94,916,666), accounting for 85% of the total investment

capital of _________ 1 Project.

Project term : 50 years

24
No. Issue Summary of Issues/Commentary Recommendation

Project timeline :  Start construction: Quarter I/2017

 Completed and put into use: Quarter IV/2019.

Validity :  The IPD ____________________ takes effect from the

25
No. Issue Summary of Issues/Commentary Recommendation

day MOIT approves the inclusion of _________ 1 Project

into the Power Development Master Plan of _________
Province (i.e. 16 November 2017). Within 180 days from
the effective date of the IPD ____________________, if

26
No. Issue Summary of Issues/Commentary Recommendation

the Company fails to complete relevant procedures on

investment, construction, environment protection and land
as prescribed by laws, the IPD ____________________
shall no longer be valid, and the Company shall not be

27
No. Issue Summary of Issues/Commentary Recommendation

compensated for any costs or expenses incurred in

relation to _________ 1 Project.

Notably, according to _________ 1 PPA, it is understood that _________ PC issued

Decision No. ____________________/QD-UBND on 07 January 2020 to amend IPD

28
No. Issue Summary of Issues/Commentary Recommendation

____________________. However, this document is not made available for our review.
On a related note, as of now when the 180-day period above was already lapsed, the
Company has not completed relevant procedures on construction, environment protection
and land as prescribed by law as required by IPD ____________________. Accordingly,

29
No. Issue Summary of Issues/Commentary Recommendation

_________ PC shall have the right to consider terminating the IPD

____________________ (and any amendment thereto) pursuant to Article 3 of IPD
____________________, unless IPD ____________________ has been amended in this
respect.

30
No. Issue Summary of Issues/Commentary Recommendation

2.3. IRC Under the Law on Investment 2014,2 a local investor (i.e. the Company in this case) is Subject to further update
allowed to implement its registered investment project right after the issuance of the IPD based on our request of
(Risk: H)
(i.e. IPD ____________________) approving the investment in such project without document under the
being required to further obtain the IRC. However, if a local investor (such as the updated DD request list.
Company in this case) wishes to obtain an IRC, it can still apply for the IRC at the Amendments to the IRC
provincial DPI after the issuance of the IPD. 3 Normally, the IRC shall reflect the key to record changes under

2
Article 36.1 of the Law on Investment 2014
3
Article 36.4 of the Law on Investment 2014

31
No. Issue Summary of Issues/Commentary Recommendation

information stipulated under the IPD. the amended IPD

In this case, the Company has obtained IRC No. ____________________ from ____________________
_________ DPI on 28 February 2017, the key information of which has reflected that should be CPs under the
under IDP ____________________. However, as there have been amendments to the IPD relevant Transaction

32
No. Issue Summary of Issues/Commentary Recommendation

____________________ as mentioned in Section 2.2 above, there should also be Documents.

amendments to the IRC issued to the Company.
On a related note, as per our discussion regarding the validity of the IPD
____________________ above, the IPD ____________________ might no longer be

33
No. Issue Summary of Issues/Commentary Recommendation

valid. If it is the case, the validity of the IRC might also be challenged since the IRC is
issued based on the IPD ____________________.

2.4. Compliance with According to IPD ____________________, the Company will start construction in Subject to further update
_________ 1 Project Quarter I/2017 and put _________ 1 Project into operation in Quarter IV/2019. However, based on our request of

34
No. Issue Summary of Issues/Commentary Recommendation

timeline it appears to us that the construction of _________ 1 Project has not started yet. As a information and
result, the Company may have failed to meet _________ 1 Project timeline regulated document under the
(Risk: H)
under IPD ____________________. Since we have not been provided with the latest updated DD request list.
amendments to IPD ____________________ and the IRC, we are unable to confirm Amendments to the IPD
whether the Company has complied with _________ 1 Project timeline set out in the ____________________
latest IPD ____________________ and IRC (including their amendments, if any). and the IRC to record
We note that in case the Company wishes to further extend _________ 1 Project timeline, changes in _________ 1
the Company must submit a dossier to _________ DPI to obtain the approval for changes Project timeline and the
to _________ 1 Project timeline under IPD ____________________ and the IRC, COD of _________ 1
respectively.4 The total extension must not exceed 24 months. 5 Failure to apply for Project should be CPs
extension of _________ 1 Project timeline may subject the Company to an administrative under the relevant
fine of up to VND 30,000,000 (approx. US$ 1,304).6 Transaction Documents.

2.5. Deposit as security for At laws,7 the Company must make a deposit to _________ DPI as security for Subject to further
_________ 1 Project’s implementation of _________ 1 Project, which is calculated on a progressive basis, based update.
implementation on the total investment capital of _________ 1 Project. In this case, since the total Payment of the deposit
(Risk: to be identified) investment capital of _________ 1 Project is more than VND 1,000 billion (i.e. VND should be a CP under the
2,681 billion, approx. US$ 111,708,333) the deposit must be 1% of the total investment relevant Transaction

4
Article 46.1 of Law on Investment 2014
5
Article 46.3 of Law on Investment 2014. It is not clear as a matter of laws if 24-month extension would be calculated from right after the expiry date of the original investment term or from the date
when the approval on the extension is issued by the authority or else.
6
Article 13.4 (b) of Decree 50/2016
7
Article 42 of the Law on Investment 2014

35
No. Issue Summary of Issues/Commentary Recommendation

capital.8 Documents.
The deposit must be made after the issuance of IPD ____________________ but before
the issuance of the land lease decision in respect of _________ 1 Project’s land. The
Project, as a solar power project, may be entitled to a 50% deduction of the deposit
amount as an incentive (compared to other projects). In case the Company made an
advance payment for land clearance and compensation, the Company will be entitled to
postpone paying the deposit amount corresponding to the amount of the advance payment
made for land clearance and compensation.9
We have not been provided with documents and/or information regarding the deposit for
the implementation of _________ 1 Project by the Company or the advance payment for
land clearance to set off against the required deposit amount.

2.6. Project transfer At laws, the definition of “project transfer” is broad and vague. As a matter of practice, For prudence the Buyer
there is a risk that _________/_________ authorities (e.g. PC, DPI and/or DOIT) may should require the
(Risk: M)
take a conservative view and consider the acquisition of 100% of the shares of relevant Company to consult with
SPC by the Buyer as the transfer of _________ 1 Project from the SPC to the Buyer. In _________/_________
such case, an approval from _________ PC may only be issued if the statutory conditions PC regarding the risk as
required for “project transfer” are satisfied by the Company before the transfer. to whether the “project
transfer” and its
conditions are applied

8
Article 27.3 and 27.6 of Decree 118/2015
9
Article 27.7 of Decree 118/2015

36
No. Issue Summary of Issues/Commentary Recommendation

or only an M&A
Approval is required.
In case where
_________/_________
DPI confirms that only
the M&A Approval is
required for the
Transaction the risk
attributable to the
“project transfer”
(associated with multiple
statutory conditions
required for such
transfer) will be
mitigated. A
confirmation on the
same from
_________/_________
authorities should be a
CP under the relevant
Transaction Documents.

3. MATERIAL CONTRACTS IN RELATION TO THE PROJECT

37
No. Issue Summary of Issues/Commentary Recommendation

3.1. PPA 3.1.a. Overview This risk of non-

(Risk: M) At laws, an investor of a solar power plant must sign a PPA with EVN (or any unit bankability always exists
authorized by EVN) to sell electricity generated from the solar power plant. We have in every PPA following
been provided with the PPA No. ____________________/HD-NMDMT-_________.TH the Model PPA.
dated 19 October 2020 (“_________ 1 PPA”).
_________ 1 PPA generally follows the structure of the Model Power Purchase
Agreement under Circular 18/2020 (the “Model PPA”),10 with few amendments to clarify
rights and obligations of each party without changing the fundamental contents of the
Model PPA. Accordingly, _________ 1 PPA has contained a number of bankability
issues (which are actually attributable to every PPA drafted on the basis of the Model
PPA), which may raise concerns to potential lenders who consider financing _________ 1
Project:
(a) There are certain cases where the Off-taker (i.e. EVN) can refuse to receive power
generated from _________ 1 Project (Article 2.7), such as: (i) during the time
when the Off-taker installs equipment, repairs, replaces, conducts testing or
inspection of the power grid which directly relates to connection of _________ 1
Project; (ii) upon the occurrence of a breakdown of the grid system of the Off-
taker connected to the grid at the connection point; or (iii) during recovery of the
power grid of the Off-taker after a breakdown;

10
Appendix 2 to Circular No. 16/2017/TT-BCT on project development and the Model Power Purchase Agreement applicable to solar power projects (“Circular 18/2020”)

38
No. Issue Summary of Issues/Commentary Recommendation

(b) According to Article 3 of the _________ 1 PPA, the Company is responsible for
grid connection costs and risks, including construction, operation and maintenance
of devices which connect the power facility to the national grid. The PPA however

39
No. Issue Summary of Issues/Commentary Recommendation

does not provide any support to cover transmission risks of the Company;
(c) According to Article 7.4 of the _________ 1 PPA, the breaching party must
indemnify the non-breaching party for its breach. The indemnity includes actual
and direct damages caused by the breaching party to the non-breaching party and

40
No. Issue Summary of Issues/Commentary Recommendation

any direct profit that the non-breaching party would have been entitled to but for
such breach. However, in case the Company as the non-breaching party elects to
terminate _________ 1 PPA, the indemnity paid by the Off-taker in Article 7.4 of
the _________ 1 PPA above will be calculated only up until the termination date,

41
No. Issue Summary of Issues/Commentary Recommendation

which means the Company cannot claim for the direct profit that it would have
been entitled had the PPA continued for the rest of its term;
(d) There is no change-in-law clause contained in _________ 1 PPA, therefore the

42
No. Issue Summary of Issues/Commentary Recommendation

PPA would be subject to the change-in-law risk; and

(e) According to Articles 8 and 10.3, _________ 1 PPA is governed by Vietnamese
laws, and dispute arising out of _________ 1 PPA shall be first resolved through
negotiation. If the negotiation fails, the Parties may refer the dispute to ERAV or

43
No. Issue Summary of Issues/Commentary Recommendation

another forum as mutually agreed by the parties for resolution. The choice of
arbitration is not specifically provided under _________ 1 PPA; thus, it may not
be possible for the Off-taker to accept the case to be resolved by arbitration (be it
domestic or international one).
Please refer to Appendix 2 hereto for summary of the key terms of the _________ 1 PPA.

(Risk: H) 3.1.b. COD Subject to further update

based on based on our
According to _________ 1 PPA, the estimated COD of _________ 1 Project falls within
request of information
the Quarter IV of 2020 (the “PPA Estimated COD”).11 Within 60 days before the PPA
and document under the
Estimated COD, the Company must submit to the Off-taker a tentative procedures for
updated DD request list.
commissioning and acceptance of _________ 1 Project in accordance with applicable
regulations as well as technical and technological standards of solar power plants for the An amendment of
parties to agree on a COD and calculate electricity output generated from commissioning _________ 1 PPA to
of _________ 1 Project.12 revise the timeline of
Also, if the COD does not occur within three (03) months after the PPA Estimated COD _________ 1 Project
except in case of force majeure,13 it could be considered as a breach by the Company; and should be a CP under the
the Company may be obligated to compensate the Off-taker. 14 As the three-month period relevant Transaction
from the current PPA Estimated COD has passed while _________ 1 Project has not been Documents.

11
Section A, Schedule B of Ngoc Lac PPA
12
Appendix D of Ngoc Lac PPA
13
Article 7.1(a) of Ngoc Lac PPA
14
Article 7.4 of Ngoc Lac PPA

44
No. Issue Summary of Issues/Commentary Recommendation

completed yet, the Off-taker now has right to claim the Company for any damages
incurred due to the Company’s breach of the PPA Estimated COD.
From our review of _________ SCADA Agreement, we understand that the Company
now plans to achieve COD of _________ 1 Project in June of 2021. 15 Since we have not
been provided with the latest amendments to IPD ____________________ and IRC, we
are unable to confirm whether this new COD has been approved yet. In case the new
COD of _________ 1 Project has been approved, the Company should negotiate with
EVN to update the PPA Estimated COD as soon as possible to avoid potential liabilities

15
Article 1 of Ngoc Lac SCADA Agreement (Please refer to Row No. Error: Reference source not found below)

45
No. Issue Summary of Issues/Commentary Recommendation

as noted above.

(Risk: H) 3.1.c. Feed-in-tariff (“FiT”) The Buyer should

discuss with the
Per Article 2.2 of _________ 1 PPA, the FiT of _________ 1 Project is as follow:
developers to set forth
(pppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppp
under the Transaction
For parts of Project which achieve the COD before 31 December 2020: the FiT shall be Documents a mechanism
VND 1,644/kWh (excluding VAT, equivalent to Uscents 7.09/kWh, according to to adjust the
the exchange rate between VND and USD by the SBV announced on 10 March development fee of the
2020); and Covered Projects in case
the new FiT mechanism
(qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq
For parts of Project which achieve the COD after 31 December 2020: the FiT shall be for solar power project is
considered by both Parties to be included in the PPA upon further instructions issued by the
from the competent State agencies on power pricing mechanism for this period. Government of Vietnam.

Since _________ 1 Project has not yet come into operation, _________ 1 Project is not
entitled to enjoy the FiT of VND 1,644/kWh, which expired on 31 December 2020.
We note that the new FiT mechanism for solar power project has not been issued yet. For
your information, the Government is considering applying bidding mechanism for
selection of investors to implement and develop floating and ground solar power projects;
according to which, the power price will be proposed by the investor participating in the
bidding but will not exceed the power price ceiling as determined by the MOIT. 16 This

16
Draft Decision of the Prime Minister on selection of solar power project development investors in Vietnam dated 21 January 2021.

46
No. Issue Summary of Issues/Commentary Recommendation

mechanism is expected to come into effect this year but it is unlikely to apply for on-
going projects like _________ 1 Project.

3.2. GCA For connection with and use of the national grid system, the Company entered into the Subject to further update
GCA No. 07/08/2018 with EVNCPC on 23 July 2018 (“_________ 1 GCA”). The based on our request of
(Risk: H)
_________ 1 GCA mainly follows the Model Grid Connection Agreement (“Model information and
GCA”) provided under Circular 25/2016 with certain updates and details based on the document under the
nature of _________ 1 Project without any material inconsistencies with the Model GCA. updated DD request list.
Pursuant to _________ 1 GCA, the Company is obliged to construct the following An amendment of
infrastructure for the grid connection and relevant system, among others: _________ 1 GCA to
revise the timeline of
 a 22/110kV _________ Solar Power Plant booster substation;
_________ 1 Project
 a line of 110kV single circuit, ACSR300/39 conductor from _________ Solar should be a CP under the
Power Plant substation to 110kV _________ 1 Substation with 8km of length; and relevant Transaction
 a new 110kV bay at _________ 1 Substation, Documents.

in compliance with the technical standards stipulated under _________ 1 GCA and other
regulations.
According to Article 3 of _________ 1 GCA, _________ 1 Project is expected to be
connected to the grid in May 2019. Since _________ 1 Project has not achieved COD yet,
the Company failed to connect _________ 1 Project to the grid as required.
We understand that the Company now plans to achieve COD for _________ 1 Project in
June of 2021.17 Since we have not been provided with the latest amendments to IPD

47
No. Issue Summary of Issues/Commentary Recommendation

____________________ and IRC, we are unable to confirm whether this new COD has
been approved yet. In case the new COD of _________ 1 Project has been approved, the
Company should update the _________ 1 GCA accordingly.

3.3. Agreement on For the purpose of installing power metering system, an investor of a solar power plant For the Buyer’s
Technical Design of must enter into a Metering Agreement with Electricity Power Trading Company (“EVN information.
Metering System and EPTC”).18 With respect to _________ 1 Project, we were provided with Metering
Metering Data Agreement No. 4348/EPTC-KT&CNTT-KDBD dated 7 November 2018 between EVN
Collecting System (the EPTC and the Company (the “_________ 1 Metering Agreement”).
“Metering _________ 1 Metering Agreement mainly follows structure of the Model Agreement on
Agreement”) Technical Design of Metering System and Metering Data Collecting System (the “Model
Metering Agreement”) provided under Appendix 2 of Circular 42/2015 with certain
updates and details based on the nature of _________ 1 Project without any material
inconsistencies with the Model Metering Agreement.
Pursuant to _________ 1 Metering Agreement, the Company is obliged to, among
others:19
(a) Invest and install the metering system, metering data collecting
system which meet the technical requirements under current regulations and
ensure the aesthetic, safety and convenience for the process of managing and

17
Article 1 of Ngoc Lac SCADA Agreement (Please refer to Row No. Error: Reference source not found below)
18
Article 4 of Circular 42/2015
19
Article 8(a) of the Ngoc Lac Metering Agreement

48
No. Issue Summary of Issues/Commentary Recommendation

monitoring the transfer and receipt of electricity;

(b) Ensure the compliance of electricity metering equipment with
regulations of state authorities on metrology; and
(c) Co-operate with the National Load Dispatch Center to discuss and
agree on the plan to implement the remote metering data collecting system.

49
No. Issue Summary of Issues/Commentary Recommendation

3.4. Other agreements As required by laws, an investor of a solar power plant must sign the following For the Buyer’s
relating to the agreements with the competent authorities: (a) an agreement on technical design of information.
operation of SCADA/EMS (the “SCADA Agreement”) with the National Load Dispatch Center;20
_________ 1 Project and (b) an agreement on technical design of automatic protection relay system (the
“Relay System Agreement”) with National Load Dispatch Center.21
With respect to _________ 1 Project, we were provided with (a) SCADA Agreement
dated 11 August 2020 between the National Load Dispatch Center and the Company
(“_________ SCADA Agreement”); and (b) Relay System Agreement No.
43/2020/DDQG-TTRL dated 14 August 2020 between the National Load Dispatch Center
and the Company (“_________ Relay Agreement”).

4. CONSTRUCTION AND FIRE FIGHTING AND PREVENTION

4.1. Documents on Per the Law on Construction (applicable at the time the Company started implementing Subject to further update
construction works _________ 1 Project), the Company must, before construction, formulate and prepare (a) based on our request of
the feasibility study for the construction and investment of _________ 1 Project, 22 which document under the
(Risk: H)
must comprise of, among others, the basic design; (b) the technical design (if any); and updated DD request list.
(c) the construction drawing design23 of the construction works of _________ 1 Project. The approval of the
The Company must also obtain MOIT’s or DOIT’s appraisal results on basic design, technical design and
technical design (if any) and construction drawing design for _________ 1 Project.24 construction drawing
20
Article 38 of Circular 39/2015 and Article 26 of Decision 55/QD-DTDL
21
Article 36 of Circular 39/2015
22
Articles 52.1 and _________ of the Law on Construction

50
No. Issue Summary of Issues/Commentary Recommendation

We have been provided with (a) the feasibility study (including the basic design); (b) design should be a CP
Official Letter No. 2221 dated 02 December 2018 of EREA (MOIT) notifying evaluation under the relevant
results of the basic design of _________ 1 Project; and (c) the technical design of Transaction Documents.
_________ 1 Project. However, we have not been provided with any approvals from
MOIT or DOIT for the technical design and the construction drawing of _________ 1
Project.

4.2. Construction permit Under the Law on Construction (applicable at the time the Company started Subject to further update
implementing _________ 1 Project), the Company must obtain a construction permit based on the Company’s
(Risk: H)
before commencing construction of _________ 1 Project except in case _________ 1 confirmation.
Project is exempted from construction permit.25 Procurement of a
As confirmed by _________ DOC under the Official Letter No. construction permit (or
____________________/SXD-HT dated 15 October 2018 (“OL exemption thereof)
____________________”), _________ 1 Project falls into the list of cases where should be a CP under the
construction permit is exempted. That said, we note that as from 01 January 2021, an relevant Transaction
Amendment to the Law on Construction has revised the list of cases where construction Documents.
permit is exempted.26 Specifically, certain exempted cases under the previous regulation
(e.g. construction for a project that is approved by the PC) are removed under the
Amendment to the Law on Construction. Given that _________ 1 Project has not
commenced construction, the Company may be required to re-apply for construction
permit for _________ 1 Project (unless it is also exempted in the Amendment to the Law
on Construction).27

51
No. Issue Summary of Issues/Commentary Recommendation

In the list of cases where construction permit is exempted under the Amendment to the
Law on Construction, the most relevant circumstance to the Company is “Construction
works of which results of appraisal of the construction design following the basic design
have been notified by [the competent authority] to meet conditions for approval and
which meet requirements for construction permit prescribed by this Law.” As noted in
Section 4.1 hereof, it remains unclear if the technical design and construction drawing
design have been approved. Also, we are unable to confirm if _________ 1 Project meets
all requirements for construction permit exemption, as this is usually a technical
assessment done by specialized units of the relevant authorities. As such, at this stage, we
are unable to confirm with certainty if _________ 1 Project can be exempted from the
construction permit under the Amendment to the Law on Construction.

4.3. EPC Contract We have not been provided with engineering, procurement and construction contract (the Subject to further update
“EPC Contract”) for construction of _________ 1 Project. based on our request of
(Risk: to be identified)
information and
document under the
updated DD request list.

4.4. Fire prevention and In accordance with the laws and regulations on fire prevention and fighting as applicable Subject to further update
fighting at the time the Company started to implement _________ 1 Project, the Company must based on our request of
(Risk: to be identified) fulfill the following obligations: information and
 to obtain the appraisal for fire prevention and fighting design for _________ 1 document under the
updated DD request list.
Project from _________ PDFPF;28

52
No. Issue Summary of Issues/Commentary Recommendation

 before putting the construction works of _________ 1 Project in use, to obtain the If not provided, the
acceptance on fire prevention and fighting system installed of _________ 1 procurement of the
29
Project from _________ Police Department of Fire Prevention and Fighting; stated documents (or
 to purchase compulsory fire and explosion insurance for _________ 1 Project; 30 exemption thereof) must
be CPs under the
and
relevant Transaction
 to comply other requirements on fire prevention and fighting as required by laws Documents.
during the operation of _________ 1 Project.
We have not been provided with any documents as mentioned above.

5. ENVIRONMENT

5.1. Pending authorizations As _________ 1 Project is implemented on an area of less than 200 ha, the Company Subject to further update
and agreements must prepare and register an environment protection plan with the district-level People’s based on our request of
Committee.31 We have been provided with Certificate No. information and

23
Article 78 of the Law on Construction 2014; and Article 23 of Decree 59/2015
24
Articles 10.5, 24.1, and 76.2(c) of Decree 59/2015
25
Article 89 of Law on Construction 2014
26
Article 1.30 of Amendment to the Law on Construction
27
Article 3.3(g) of Amended Law on Construction 2020
28
Article 15.2 of Decree 79/2014; Article 13.3 of Decree 136/2020
29
Article 17.2 of Decree 79/2014; Article 15.1 of Decree 136/2020
30
Article 3.1 of Decree 23/2018

53
No. Issue Summary of Issues/Commentary Recommendation

(Risk: L) ____________________/GXN-UBND dated 16 August 2019 of People’s Committee of document under the
_________ district regarding registration of environment protection plan. updated DD request list.
However, we have not been provided with other environmental certificates, permits,
licenses, registration and approvals (if any) (e.g. Registration of owner of hazardous
sources).

6. LAND AND PROPERTIES ON LAND

6.1. Overview of land Under the laws of Vietnam, the procedures of land retrieval and land lease for an investor For the Buyer’s
regulations to implement and develop an investment project is as follows: information.
(a) Step 1: At the very first stage, the land area used for the investment project,
which requires land retrieval by the State for the purpose of socio-economic
development for national interest of the nation and the public (such as for the
implementation of _________ 1 Project at this case), must be named in the list of
projects requiring for land retrieval approved by the provincial People’s Council.
Then, such land area must be included in the district-level land use plan (the
“Land Use Plan”) approved by the provincial PC;32
(b) Step 2: The provincial PC or district-level PC (collectively referred as the
“Competent PC”), as the case may be, will issue the notice on land retrieval. 33

31
Articles 18 and 19.1, and Section 27 of Annex II of Decree 18/2015
32
Articles 45.2 and 45.3 of the Law on Land
33
Articles 67 and 69.1(a) of the Law on Land

54
No. Issue Summary of Issues/Commentary Recommendation

The commune-level PC will coordinate with the unit that directly performs the
compensation, support and resettlement (i.e. the public service organizations such
as land fund development center and the councils for compensation, support and
resettlement) (the “Land Compensation Unit”)34 to implement the plan on
investigation, survey, measurement, and stocktaking. 35 The Land Compensation
Unit will prepare the plan on compensation, support and resettlement (the “Land
Compensation Plan”);36
(c) Step 3: The Competent PC will issue the decision on land retrieval and decision
approving the Land Compensation Plan on the same day;37
(d) Step 4: The Land Compensation Unit, in coordination with the commune-level
PC and the investor will implement the approved Land Compensation Plan38 (i.e.
to disseminate the approved Land Compensation Plan, to pay the compensation
and support amount, to make arrangement for the land and residential housings to
be compensated and land and housings for resettlement);
(e) Step 5: Upon the completion of the approved Land Compensation Plan, the
Competent PC might issue a confirmation on the completion of the Land
Compensation Plan. The Land Compensation Unit will prepare the final accounts

34
Article 68.1 of the Law on Land
35
Article 69.1(b) of the Law on Land
36
Article 68.2 of the Law on Land
37
Article 69.3(a) of the Law on Land
38
Articles 69.3(b) and (c) of the Law on Land

55
No. Issue Summary of Issues/Commentary Recommendation

on the Land Compensation Plan and get approval from the provincial Department
of Finance.39 The competent State authority will resume the land for handing over
it to the investor;40
(f) Step 6: The provincial PC will issue the decision on land lease to the investor
based on the application for land lease submitted by the investor. In case the land
is subject to conversion of land use purpose, the provincial PC will issue the
decision on conversion of land use purpose based on the application for
conversion of land use purpose submitted by the investor;41 and
(g) Step 7: The provincial PC and the investor will execute the land lease agreement;
the provincial DONRE will issue the LURC to the investor based on the
application on LURC submitted by the investor;42 and the investor will pay the
land rental in accordance with the land lease decision and land lease agreement.

6.2. Land area used for the There is certain inconsistency in the information of the land area used for _________ 1 The following
Covered Project Project provided under IPD ____________________ and IRC No. documents should be
(Risk: to be identified) ____________________ dated 28 February 2017 issued by _________ DPI approving required as CPs under
the investment of _________ 1 Project, and Decision ____________________. the relevant Transaction

39
Article 6.3 of Circular No. 74/2015/TT-BTC dated 15 May 2015 of the MOF providing guidance on estimate, use and final payment of budget for compensation, support and resettlement due to the
State land retrieval
40
Articles 68.2 and 69.4 of the Law on Land
41
Article 57 of the Law on Land
42
Article 68.3 of Decree No. 43/2014/ND-CP dated 15 May 2014 of the Government detailing a number of Articles of the Law on Land

56
No. Issue Summary of Issues/Commentary Recommendation

Under IPD ____________________ and IRC ____________________, the estimated Documents:

_________ 1 Project’s land is 1,500,000m2 (150 ha); whereas under Decision (i) Documents
____________________, which is issued after IPD ____________________ and IRC evidencing the
____________________, _________ 1 Project’s land is about 60 ha. We are uncertain if completion of the
the 60ha mentioned in Decision ____________________ is only for _________ 1 Project implementation of
while IPD ____________________ and IRC ____________________ cover both the approved Land
_________ 1 Project and _________ 2 project, or if there has been an amended IDP or Compensation Plan;
IRC (which reduces _________ 1 Project Land from 150 ha to 60 ha) that has not been
provided to us. (ii) Land lease decision
issued by
From public news, it appears that the Company requested _________ authorities to _________ PC for
reduce the land area of _________ 1 from 150 ha to around 79.4 ha in early 2019. It the Company to
remains unclear if this request has been accepted by _________ authorities. That said, in lease _________ 1
_________ District’s approved Land Use Plan for 2019 (issued under Decision 1586/QD- Project Land and
UBND of _________ PC dated 26 April 2019), it was recorded that _________ District any land area (e.g.
reserved 79.4 ha of land for a solar power project in Kien Tho ward, which we assume to the transmission
be _________ 1 Project.43 line’s land) used for
_________ 1
6.3. Land retrieval progress We were not provided with any document regarding the land retrieval, land clearance and
Project;
of the Covered Projects compensation, and land lease of _________ 1 Project.
(iii) Land lease
(Risk: to be identified) As verbally confirmed by Mr. Hoang in our call with him on 12 April 2021, due to the
agreement between
lack of fund, the land clearance and compensation of _________ 1 Project have not been
_________ PC and

43
http://truyenhinhthanhhoa.vn/tin-tuc/xa-hoi/202001/ngoc-lac-du-an-dien-nang-luong-mat-troi-duoc-cap-phep-dau-tu-3-nam-van-khong-trien-khai-8252686/

57
No. Issue Summary of Issues/Commentary Recommendation

conducted. From our public search, there are a few articles 44 reporting that the competent the Company for the
authorities have completed the land measurement and stocktaking over _________ 1 lease of _________
Project’s land and formulated the Land Compensation Plan (i.e. Step 2 as discussed in 1 Project Land and
Section 6.1 above) but the Company had delayed paying the land clearance and any land area (e.g.
compensation for several years. the transmission
line’s land) used for
_________ 1
Project; and
(iv) LURC recording the
land use right of the
Company over
_________ 1 Project
Land and any land
area (e.g. the
transmission line’s
land) used for
_________ 1 Project
and the ownership
of any construction
works located on the

44
https://enternews.vn/thanh-hoa-chinh-quyen-ngao-ngan-voi-du-an-nghin-ty-cham-trien-khai-178725.html; https://baoxaydung.com.vn/thanh-hoa-du-an-nha-may-dien-mat-troi-3-nam-van-la-bai-
dat-trong-268_________6.html; http://www.truyenhinhthanhhoa.vn/tin-tuc/xa-hoi/201911/nguyen-nhan-nao-dan-den-cham-trien-khai-du-an-nha-may-dien-nang-luong-mat-troi-tai-xa-kien-tho-
huyen-ngoc-lac-824_________32/

58
No. Issue Summary of Issues/Commentary Recommendation

land.

7. DEBTS, LOANS AND SECURITY

7.1. Debts, loans, and From our public search on NRAST, the Company has mortgaged an inland waterway ship Appropriate
security in relation to to BIDV – _________ Branch under Agreement No. 02/2015/5927525/HDBD dated 11 representations and
_________ 1 Project February 2015. warranties that none of
(Risk: to be identified) However, we were not provided with any document regarding debts, loans, and security the agreements or
of the Company, including Agreement No. 02/2015/5927525/HDBD dated 11 February transactions entered into
by the Company shall
2015 as discussed above.
restrict or prevent the
Company from entering
into any relevant
Transaction Document
or consummating the
transactions or structures
thereunder (including the
transfer of _________ 1
Project from the
Company to the SPC)
should be included in the
relevant Transaction
Documents.

59
No. Issue Summary of Issues/Commentary Recommendation

8. EMPLOYMENT

8.1. No documents There are no documents in relation to employment and labor matters in the VDR.
available However, this should not be a major issue given that Buyer intends to purchase the
Company’s shares in the relevant newly-established SPC (instead of purchasing shares in
(Risk: L)
the Company itself).

9. INTELLECTUAL PROPERTIES

9.1. No trademarks According to our search on the database of the Intellectual Property Office of Viet Nam
registered in favour of (“IPOVN Search”), the Company does not have any trademarks registered under its own
the Company name. However, this should not be a major issue given that Buyer intends to purchase the
Company’s shares in the relevant newly-established SPC (instead of purchasing shares in
(Risk: L)
the Company itself).
The IPOVN Search was conducted on an informal basis and the search result may not be
comprehensive and binding. This is because the online database maintained by the
IPOVN for the IPOVN Search may not be updated frequently, and no binding effect of
the search results obtained from such database is legally recognized in Vietnam.

9.2. No copyrights According to our public search based on public domain resources as at the Cut-Off Date
registered in favour of of this DDR (i.e. 12 April 2021), we have found no copyrights registered under the
the Company Company’s own name. However, this should not be a major issue given that Buyer
intends to purchase the Company’s shares in the relevant newly-established SPC (instead
(Risk: L)

60
No. Issue Summary of Issues/Commentary Recommendation

of purchasing shares in the Company itself).

The public search was conducted on an informal basis and the search result may not be
comprehensive and binding.

9.3. No intellectual property According to our public searches based on public domain resources as at the Cut-Off Date
infringement of this DDR (i.e. 12 April 2021), we have found no intellectual property infringement /
disputes involving the Company. However, the searches were conducted on an informal
(Risk: L)
basis and the search results may not be comprehensive and binding. This is because
Vietnam does not have any centralized official databases for intellectual property
infringement / disputes searches. However, this should not be a major issue given that
Buyer intends to purchase the Company’s shares in the relevant newly-established SPC
(instead of purchasing shares in the Company itself).

10. LITIGATION

10.1. Litigation search According to our public search based on public domain resources as at the Cut-Off Date Appropriate
of this DDR (i.e. 12 April 2021), we have found no litigation proceeding against or representations and
(Risk: L)
involving the Company. However, the searches were conducted on an informal basis and warranties on litigation
the search results may not be comprehensive and binding. This is because Vietnam does status of the Company
not have any centralized official databases for litigation proceedings searches. However, will be included in the
this should not be a major issue given that Buyer intends to purchase the Company’s relevant Transaction
shares in the relevant newly-established SPC (instead of purchasing shares in the Documents.
Company itself).

61
_________
17 April 2021

62
 APPENDIX I – LIST OF REVIEWED DOCUMENTS

1. Investment Policy Decision No. ____________________/QD-UBND dated 25 January 2017 issued by _________ PC;

2. Investment Registration Certificate No. ____________________ issued by _________ DPI for the 1st time dated 28 February 2017;

3. Enterprise Registration Certificate No. ____________________ issued by _________ DPI for the 1 st time on ____________________ as
amended by the 10st amendment to the ERC of the Company dated 14 April 2020;

4. Report No. ____________/TTr-UBND dated 21 July 2017 issued by _________ PC regarding proposing to supplement _________ solar
power plant phase 1 to Master Plan;

5. Decision No. ____________________/QD-BCT dated 16 November 2017 issued by the MOIT approving the inclusion of _________ 1
Project in the Power Development Master Plan of _________ Province for the period of 2016 – 2025, with the vision towards 2035;

6. Official Letter No. ____________________/SXD-HT dated 15 October 2018 issued by _________ DOC regarding construction permit
exemption of _________ Solar Project;

7. Executed power purchase agreement No. ____________________/HD2020/HD-NMDMT-_________.TH dated 19 October 2020 between
EVN and _________ JSC;

8. Official Letter No. _________________/EVN-KH-TTD issued by EVN ________________ approving power purchase of _________ Solar
Power Plant with capacity of 45MW;

9. Official Letter No. __________________ dated 03 December 2018 issued by ____________ on notification basic design evaluation results
of _________ 1 Project;

63
10. Grid Connection Agreement No. __________________________-- dated 23 July 2018 between _________ JSC and EVNCPC;

11. Agreement No. __________________ dated 07 November 2018 between EVNEPTC and _________ JSC regarding technical design of
metering system;

12. Agreement on SCADA & telecommunications dated 11 August 2020 between _________ JSC and National Load Dispatch Centre;

13. Agreement on relay system dated 14 August 2020 between _________ JSC and National Load Dispatch Centre;

14. Official Letter No. ______________________ dated 01 August 2018 issued by _________ PC on direction of 110kV transmission line;

15. Official Letter No. _________________ issued by Regiment ______ on comments on _________ 1 Project’s height;

16. Certificate No. ____________________/GXN-UBND dated 16 August 2019 issued by _________ People’s Committee on registration of
environmental protection plan;

17. Technical design of _________ 1 Project dated December 2018 issued by _________ JSC;

18. Topography and Geotechnical designs and Project's Geological Survey Report;

19. _______________- Photovoltaic Power Plant Design Dossier dated July 2018 issued by Jungin Engineering;

20. Construction Schedule of _________ Photovoltaic Project;

21. ___________ Subcontractors and Vendor List;

22. Part V - Technical requirements of EPC Contract;

23. Transmission line and substation designs;

64
24. Estimated Budget for _________ _________MWp Project;

25. Project ______________;

26. Coordinates of _________ 1 Project;

27. Report on climate characteristics in _________ Province dated September 2018 of _________ Weather Station;

28. Plan No. ___________________dated 16 July 2018 issued by _________ People’s Committee regarding clearance inventory;

29. Drawing of 22/110kV _________ 1 Substation;

30. Project demonstration dated 2017 issued by _________ JSC;

31. Feasibility Study demonstration dated August 2018 issued by _________ JSC;

32. Financial Statements in 2018;

33. Financial Statements in 2019.

65
 APPENDIX 2 – SUMMARY OF THE DRAFT _________ 1 PPA

Below are some key points of _________ 1 PPA

Parties Power Purchaser: EVN

Power Seller: _________ JSC

Goods to be From COD, all electricity generated from _________ Solar Power Plant (the “Plant”) with capacity of 45MW (approx.
purchased _________ MWp).

Price Paid in VND, and at 7.09 Uscents/kWh (VAT excluded) for the parts of the Plant starting COD prior to or on 31 December
2020 which is applicable within 20 years from COD. Exchange rate will be calculated at the time of invoicing.

For the parts of the Plant starting COD after 31 December 2020 (if any): shall be included in the PPA after the guidance of the
competent authority on the electricity price mechanism for this period.

Payment Prior to 5th of each month, the Company shall submit notice on payment of electricity and payment documents of the preceding
month to EVN. Within 03 working days from acceptance of payment documents, the Company shall issue invoice to EVN,
and within 25 working days upon receipt of valid invoice from the Company, EVN will make payment to the Company.

Duration From the day both parties sign officially and remains in effect for 20 years from COD.

Key Obligations of - Notifying EVN on change of the proposed COD (i.e. Quarter IV/2020);
- Installing grid connection equipment and metering equipment; and

66
the Company - Cooperating with EVN and other parties on generation of electricity.

Key rights of the - The Company is entitled to the electricity price as agreed with EVN;
Company - The Company is entitled to late payment interests if EVN fails to make payment on time; and
- The Company is entitled to compensation if EVN breaches the _________ 1 PPA.

Event of Defaults - Failing to comply with the contents of the _________ 1 PPA, and has not remedied the non-compliance issues within 60
by EVN days upon receipt of notice from the Company;
- Failing to make payment to the Company over undisputed invoices, and such payment has not been made within 90 days
from the due date without valid reason;
- Denying the validity of a part or the whole of this Agreement; and
- Materially breaching the commitments of EVN under Article 11 of _________ 1 PPA.

67
Event of Defaults - COD has not occurred within 03 months from the proposed COD except for a Force Majeure Event;
by the Company - Failing to comply with the contents of the _________ 1 PPA, and has not remedied the non-compliance issues within 60
days upon receipt of notice from EVN;
- Denying the validity of a part or the whole of this Agreement; and
- Breaching the commitments of the Company under Article 11 of _________ 1 PPA.

Governing Law and Governing law: Vietnamese law.

Jurisdiction
Jurisdiction: ERAV or another forum as mutually agreed by the parties.

68