This is reference to your email from which, we understand that you would like us to advise on establishment of Foreign Invested Company (hereinafter referred to as “FIC’) to provide advisory,

 guidance and operational assistance services concerning decision areas which are financial in nature, such as working capital and liquidity management, determination of an appropriate capital structure, analysis of capital investment proposals, development of accounting systems and budgetary controls, business valuations prior to mergers and/or acquisitions, etc.. We are therefore grateful to present you hereinafter our Legal Services Proposal for your review and consideration

1. SUMMARY OF BACKGROUND

According to information as provided by you, we understand that Client would like to setup aforeign invested company (Hereinafter referred to as “FIC”) in Hanoi. Upon establishment,FIC shall conduct following business activities:

a) Advice on working capital and liquidity management, determination of an appropriate capital structure;

b) Analysis of capital investment proposals, development of accounting systems and

budgetary controls, business valuations prior to mergers and/or acquisitions.

The above services can be classified to (i) Management Consultation Service and (ii) Financial Consultation Service.

2. PRELIMINARY COMMENTS

1.2.1. VIETNAM LAW ON ESTABLISHMENT OF FIC

The establishment of a FIC in Vietnam requires an Investment Certificate from the licensingauthority. Depending upon the location of the company, the licensing authority may be theProvincial People’s Committee (for companies located outside industrial or export processingzones) or the provincial Industrial and Export Processing Zones Management Authority (forcompanies located in industrial or export processing zones).

We would like to clarify that the procedure for establishment of a FIC in Vietnam generallytakes a rather long time in comparison with other countries in the region.

Our practicalexperiences show that although the total time for establishment of a foreign investedcompany as stipulated under Vietnam Investment Law 2005 is only 45 days, the actualprocess may take a longer time due to that the competent authority must consult otherrelevant offices to evaluate the investment project. With respect to Investment Project, total investment capital of which is from 300,000,000,000 VND upward, Investor is required toprepare Feasibility Study for the Investment Project.

Generally, the relevant licensing authorities shall evaluate the legitimacy and the feasibilityof such Investment Project to determine on granting of the Investment Certificate on thefollowing basis:

a. the legal framework including Vietnam’s WTO Commitments, Vietnam Investment Law, Vietnam Enterprise Law, Regulations applicable to specific industries as well as the master economic development plan of the city or province that the FIC shall register its head-office.

b. Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam. With respect to management consultation service and financial onsultation service, Vietnam Government does not impose any minimum capital rate. However, according to our practical experience, you hould consider an amount of 100-150,000USD upward.

c. Experience of Client in the field of business consultation service and financial consultation service also is a notable thing. Vietnam Government much favour Foreign Investors who are experienced in the same field for many years before setting up FIC in Vietnam.

2.2.2. CONCEPTS OF MANAGEMENT CONSULTATION SERVICES AND VIETNAM REGULATION ON MANAGEMENT CONSULTATION SERVICE

Under Vietnam-WTO’s commitment, management consultation service is classified to CPC865 which includes (i) general management consulting; (ii) financial management consulting;(iii) marketing management consulting; (iv) human resources management consulting; (v) production management consulting; (vi) public relations; and (vii) other managementconsulting services. Vietnam Government does not impose any restriction to foreign investorwho wishes to setup FIC for providing management consultation services in Vietnam.

Accordingly, Client can either setup (i) Wholly Foreign Owned Company or (ii) Joint Venture Company in Vietnam for supplying Management Consulting Services.

2.2.3. CONCEPTS OF FINANCIAL CONSULTATION SERVICES AND VIETNAMREGULATION ON FINANCIAL CONSULTATION SERVICES

Under Vietnam Law, financial consultation service is classified to conditional businessactivities. Accordingly, in order to providing financial consultation services, FIC shall need atleast 02 experts who are granted Accountancy Practice Certificate. Furthermore, one offollowing persons: Company’s Owner, Member of a Partnership, Chairman or Director must also own Accountancy Practice Certificate. In this case, if you wish to setup FIC for providing financial consultation service in Vietnam, you should use a company already established in your home country operating in the same field for at least 03 years to setup a subsidiary in Hanoi. Individual Investor who wishes to setup FIC for providing financial consultation service shall not be favoured and therefore possibility of success is not very high.

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