Question: We are looking for legal supports in acquisition of 40% share of a joint venture company in Vietnam?

Question: This is reference to your email from which, we understand that your Client and its affiliated company (hereinafter referred to as “Client”) are now seeking legal supports in acquisition of 40% share of a joint venture company in Vietnam (hereinafter referred to as “JVC”).

We further understand that JVC is now conducting business activities in metal casting, fabrication of machinery accessories and piping parts, and assembly of industrial machinery and equipment.

We therefore are grateful to present you our Legal Services Proposal for your review and consideration.

In light above, following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary. Meanwhile, other works may be required. However, any additional works shall not fall under the scope of this Legal Service Proposal, but could be provided upon request.

Preparation of the application documents:

 Notifying application documents required in accordance with Vietnamese law;

 Drafting application documents required for submission purpose in English language;

 Liaising with Client to discuss the draft application documents;

 Amending the application documents based on Client’s comments;

 Obtaining preliminary comments from the licensing authority on the draft application documents;

Finalizing the application documents following comments from the licensing authority; and

 Translating the final version of the application documents into Vietnamese for execution.

Licensing procedures:

 Submitting the application dossier to the licensing authority on Client’s behalf;

 Monitoring and following up with the relevant authorities on the approval process;

 Keeping Client updated on the developments and additional requirements, if any; and

 Assisting Client in obtaining approval for the affiliated company of Client to acquire shares in JVC;

 Assisting Client to obtain amended Investment Certificate/Certificate of Investment Registration reflecting new capital structure of JVC;

 Assisting Client to obtain amended Certificate of Enterprise Registration reflecting new capital structure of JVC.

With the reference to road map for each work, it can be described as follows:

Step 1: We shall collect the information and documents from Client. Upon receipt of such required information and documents, we shall start preparation of the application dossier under Vietnam Law. It shall take us about 07 working days to complete the preparation of application dossier. The drafted application dossier shall be sent to Client for comments. We shall revise the application dossier based on your comments (if any). Then, we shall discuss with the competent authority for finalizing the application dossier. The finalized application dossier shall be sent to Client for signing and seal.

Step 2: Within 02 working days from receipt of signed and sealed documents from Client, we shall submit the application dossier to competent authority. It shall take about 15 working days from submission of application dossier to obtain approval for acquiring shares in JVC;

Step 3: Within 05 working days from receipt of approval for acquiring shares, we shall submit application dossier to obtain amended Certificate of Enterprise Registration for updating new capital structure. It shall take us 07 working days to complete.

Step 4: Within 02 working days from receipt of amended Certificate of Enterprise Registration, we shall submit the application dossier to competent authority to obtain amended Certificate of Investment Registration for updating new capital structure. It shall take about 15 working days from submission of application dossier to complete; Note: For avoidance of any doubt, in practice, the administrative procedure can be longer due to that the competent authority must consult relevant ministries before granting License. In such case, SB Law shall try its best to accelerate the progress in order to obtain the approval at the soonest.

2. DELIVARABLES

The Deliverables will include documents prepared in English. Vietnamese Version shall be provided if the document is required for submission to licensing bodies. Client will review, approve and where necessary sign these documents.

3. PROFESSIONAL FEE

The Price for performing the SB Law services as mentioned in item 3 above will be 5,650USD (In words: Five thousand six hundred and fifty US Dollar). We reserve right to requote this fee if the case requires us more effort to complete. We shall notice you this upon receipt of information of the case; The above fee is exclusive of 10% VAT, governmental fee (if any) and cost for translating your documents from English into Vietnamese (10USD/150 words) and actual cost for traveling from our Hanoi Office to Hai Phong City

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