Question: We are now seeking legal advices for transferring its properties attached to land lot of 11.200 m2 in Industrial Park in Vietnam (hereinafter referred to as “Properties”), please advise the legal procedure and legal fee?

Answer:

1.PROCEDURES FOR TRANSFERRING PROPERTIES ATTACHED TO LEASED LAND LOT

We noted that Client leased the land lot lot of 11.200 m2 in Industrial Park in Vietnam from the competent authority for building up office, factory and auxiliary systems. Rental thereof is paid annually.

Under the Vietnam’s Land Law 2013, Land Users who leased land use right from competent authority with annual rental payment shall be entitled to sell properties attached to the Leased Land Lot in case of satisfaction of following conditions:

 The assets attached to leased land are legally established in accordance with law;

 The construction has been completed in accordance with the detailed construction master plan and approved investment project;

 The buyer of assets attached to leased land must (i) have financial capacity to implement investment projects; (ii) having business lines relevant to investment projects and (iii) not violating the land law when being allocated or leased land from the State to implement the previous projects.

Having checked the dossier provided by Client, we are of opinion that Client can satisfy conditions for selling the Properties. However, we reserve our right to comment on satisfaction of required conditions of the Buyer. This proposal is offered based on the assumption that both of Seller and Buyer satisfy necessary conditions under Vietnam Law for selling and buying the Property.

2. SCOPE OF WORKS

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.

2. 1. General advice :

 To study your demand or business goals in the contemplated transaction;

 To analyse legal exposure that Client needs to account during performing the contemplated transaction;;

 Other legal issues to be considered in order to secure legality of the contemplated transaction.

2.2.  Preparation of Contract and Contract Negotiation:

 Preparation of Property Sale Contract to be concluded between Client and Buyer in order to best protect right and interest of Client under Vietnam Law;

 Preparation of necessary related documents for completing the transaction between Client and Buyer;

 Assisting Client in Contract negotiation.

2.3. Roadmap for carrying out above scope of work can be described in details as follows:

a. General advice: We shall collect necessary information and document from Clients. Upion receipt of the same, we shall study and ananlyse important legal issue relating to the contemplated transaction.

For the purpose of clear understanding of your business goal, we may propose a face to face meeting with your Project Manager for further detailed discussion.

We anticipate that it shall take us about 03 working days from receipt of necessary information and documents Client to complete this work. The time schedule does not include time for meeting with your Project Manager. b. Preparation of the Contract and related documents:

Based on our deep understanding business goal and legal position of Client, we shall prepare the Contract in order tobest protect right and interest of Client in light of Vietnam Law.

We planned to complete preparation of Contract within 05 working days from completion of genegal advice. The time schedule does not include time required for revising the contract based on your specific comments. c. Preparation of related documents for completion of the transaction and contract negotiation: Based on actual work progress.

3. PROFESSIONAL FEE

3.1. The Price for performing the SB Law services as mentioned in Item 2 above will be 55,000,000VND . Expense for preparing related documents and contract negotiation shall be accounted in accordance with actual working hours retained by our Lawyer to complete required scope of work and our hourly rate: 3,000,000VND/01 working hour.

However, in no event shall total professional fee exceed 215,000,000VND.

The fee is exclusive of following items:

 VAT (10% of the Price);

 Expense for travelling and accommodation of our lawyer of Client requests us to travel out of Hanoi or Ho Chi Minh City to complete required works.

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