Chapter II

INVESTMENT FORMS

Article 6.- Form of business cooperation contract

A business cooperation contract is a document concluded between two or more parties for investment and business in Vietnam, which defines the responsibility of and divide business results to, each party, without setting up a new legal person.

Business cooperation contracts in the field of prospection, exploration and exploitation of oil and gas as well as a number of other natural resources in the form of production-sharing contracts shall comply with relevant law provisions and the Foreign Investment Law.

Article 7.- Contents of business cooperation contracts

A business cooperation contract must include the following contents:

1. Names, addresses and competent representatives of the parties to the business cooperation contract (hereinafter called business cooperation parties);transaction address or address of the place where the project is to be executed;

2. Business objectives and scope;

3. The contributions of the business cooperation parties, the division of business results, the contract performance tempo;

4. Major products, their percentages for export and domestic consumption;

5. Contractual term;

6. Rights and obligations of the business cooperation parties;

7. Financial principles;

8. Procedures for amending, terminating the contract, the conditions for assignment;

9. Liabilities for breaches of the contract, mode of settling disputes.

Besides the above-mentioned contents, the business cooperation parties may agree on other contents in the business cooperation contract.

The business cooperation contract must be signed on each page and fully at the end of the contract by the competent representatives of the business cooperation parties. The business cooperation contract shall take effect as of the date the investment license is granted.

Article 8.- The coordinating boards

In the business course, the business cooperation parties, if deeming it necessary may agree to set up a coordinating board for the performance of the business cooperation contracts.

A coordinating board shall not be the leading body of the business cooperation parties. Its functions, tasks and powers shall be agreed upon by the business cooperation parties.

Article 9.- Executive offices

Foreign parties may set up executive offices in Vietnam to act as their representatives in the performance of business cooperation contracts and shall take responsibility for the operation of their executive offices.

The executive offices of the foreign parties to the business cooperation contracts have their own seals, may open accounts, recruit labor, sign contracts and conduct business activities within the scope of rights and obligations prescribed in the investment licenses and the business cooperation contracts.

The executive offices of the foreign parties to the business cooperation contracts must make registration at the investment licensing agencies.

Article 10.- Business cooperation parties' obligations to pay taxes

1. The foreign parties to the business cooperation contracts shall perform tax obligations and other financial obligations according to the Foreign Investment Law, the Vietnamese parties to the business cooperation contracts shall performtax obligations and other financial obligations according to the legislation applicable to domestic enterprises.

2. The enterprise income tax and other financial obligations of the business cooperation parties (including land rent, natural resource tax...) may be incorporated into the products shared to the Vietnamese parties to the business cooperation contracts and the Vietnamese parties to the business cooperation contracts shall have to pay them to the State.

Article 11.- Form of joint-venture enterprises

1. Joint-venture enterprises are those set up in Vietnam on the basis of joint-venture contracts signed between two or many parties to carry out investment

and business in Vietnam.

In special cases, joint-venture enterprises may be set up on the basis of the agreements signed between the Vietnamese Government and the Governments of other countries.

2. New joint-venture enterprises are those set up between joint-venture enterprises already set up in Vietnam and:

a) Foreign investor(s);

b) Vietnamese enterprise(s);

c) Establishment(s) for medical examination and treatment, educationand training, or scientific research, which satisfy conditions prescribed by theGovernment;

d) Overseas Vietnamese.

e) Joint-venture enterprise(s), enterprise(s) with 100% foreign capital, which have already been set up in Vietnam.

3. Joint-venture enterprises shall be set up in form of limited liability companies. Each joint-venture party shall bear liability within the limit of its capital contributed to its enterprise’s legal capital. Joint-venture enterprises shall have the legal person status under the Vietnamese law, be set up and operate from the dates their investment licenses are granted.

Article 12.- Contents of the joint-venture contracts

A joint-venture contract must include the following principal contents:

1. Names, addresses, competent representatives of the joint-venture parties; name and address of the joint-venture enterprise;

2. Business objectives and scope;

3. The investment capital, the legal capital, the legal capital contribution percentages, capital contribution mode and tempo and the construction tempo;

4. Major products, their percentages for export and domestic consumption;

5. The operating duration of the enterprise;

6. The enterprise's representative at law;

7. Rights and obligations of the joint-venture parties;

8. Financial principles;

9. Procedures for amending and terminating the contract, the conditions for assignment, conditions for operation termination, enterprise dissolution;

10. Liabilities for breaches of the contract, mode of dispute settlement.

Besides the above-mentioned contents, the joint-venture parties may agree on other contents in the joint-venture contract.

The joint-venture contract must be signed on each page and fully signed at the end of the contract by the competent representatives of the joint-venture parties.The joint-venture contract shall take effect from the date investment license is granted.

Article13.- Joint-venture enterprises’ charters

The charter of a joint-venture enterprise must include the following principal contents:

1. Name and address of the enterprise; names, citizenship and addresses of the competent representatives of the joint-venture parties;

2. Business objectives and scope;

3. The investment capital, the legal capital, the legal capital contribution percentages, mode and tempo;

4. The organizational structure for management of the enterprise;

5. Procedures for adopting decisions of enterprise; dispute-settling principles;

6. The enterprise's representative at law;

7. Financial principles;

8. Profit and loss percentages divided to joint-venture parties;

9. Labor relations in the enterprise matters related to the employment and training of laborers;

10. Operating duration, conditions for operation termination and enterprise dissolution;

11. Procedures for amending and/or supplementing the enterprise'scharter.

Besides the above-mentioned contents, the joint-venture parties may agree on other contents in the joint-venture enterprise’s charter.

Joint-venture enterprises' charters must be signed on each page and at the end of the charters by compete representatives of the joint-venture parties and shall be registered at the investment license-granting agencies.

Article 14.- Legal capital of joint-venture enterprises

1. The legal capital of a joint-venture enterprise must represent at least 30% of its investment capital. For projects on construction oft infrastructure works, project on investment in geographical areas where investment is encouraged,forestation projects and large-scale projects, this percentage may be lower, but not lowerthan 20% of the investment capital and must be approved by the investment licensing agencies.

2. The percentage of capital contribution by the foreign party orparties to the joint-venture shall be agreed upon by the joint-venture parties, but must not be lower than 30% of the legal capital of the joint- venture enterprise. Basing themselves on the business fields, technology, market, business efficiency and other socio-economic benefits of the projects, the investment license-granting agencies may consider and allow the foreign parties to the joint-ventures contribute capital at a lower percentage, but not lower than 20% of the legal capital.

Where a new joint-venture enterprise is established, the percentage of legal capital contributed by foreign investor must ensure the above-mentioned condition.

3. For important projects as provided for by the Government, upon the signing of the joint-venture contracts, the parties shall agree on the increase of the capital percentage contributed by the Vietnamese parties to the legal capital of the joint-venture enterprises.

Article 15.- Legal capital contribution tempo

1. Legal capital contribution can be made in lump sum when the joint-venture is set up or part by part according to the capital contribution mode and tempo stipulated in the joint-venture contract.

2. Where the joint-venture parties fail to make the capital contribution according to the committed tempo without any plausible reasons, the investment licensing agencies may withdraw the investment license.

Article 16.- Legal contribution with the land use right value

The legal capital contribution with the land use right value by the Vietnamese party shall be agreed upon by the joint-venture parties on the basis of the land leasing prices decided by the provincial-level People’s Committee within the price bracket issued by the Ministry of Finance.

Article 17.- Managing Board of a joint-venture enterprise

1. The Managing Board is the leading body of a joint-venture enterprise. It consists of the chairman, vice-chairman and other members.

The decision on the number of the Managing Board members, the number of members from each joint-venture party, the nomination of the Managing Board chairman, the appointment of the General Director and the first deputy General Director shall comply with the provisions of the Foreign Investment Law.

The chairman, vice-chairman and other members of the Managing Board may concurrently act as the General Director, deputy General Director or hold other posts in the joint-venture enterprise.

2. The managing Board’s term shall be agreed upon by the joint-venture parties, but must not exceed 5 years.

3. Where a new joint-venture enterprise is set up, the operating joint-venture enterprise party shall have al least 2 members in the Vietnamese citizen representing the Vietnamese party to the joint venture.

4. The Managing Board members shall not enjoy salary, but may enjoy allowances related to the Managing Board’s operation by decision of the ManagingBoard. These expenses shall be accounted into the management expense of the joint venture enterprise.

Article 18.- Meetings of the joint-venture enterprise’smanaging Board

1. The Managing Board meets at least once a year. It may hold irregular meetings at the request of its chairman or of at least 2/3 of its members or of the General Director or the first deputy General Director. The Managing Board meetings shall be converted and presided over by its chairman. The Managing Board chairman may authorize his/her deputy to convene and preside over meetings of the Managing Board.

2. The Managing Board’s meeting must be attended by at least 2/3of its members representing the joint-venture parties. The Managing Board members may authorize in writing their representatives to attend meetings and vote on the authorized issues on their behalf.

3. The Managing Board shall adopt decisions under its jurisdiction inform of voting at the meetings or gathering written opinions.

Article 19.- Rights and responsibilities of the Managing Boardchairman

The managing Board chairman shall have the rights and responsibilities:

1. To convene and preside over the meetings of the Managing Board;

2. To play the key role in supervising and urging the implementation of decisions of the Managing Board.

Article 20.- Rights and responsibilities of the general Director,deputy- General Directors

1. The General Director and deputy General Directors of a joint-venture enterprise shall manage and run daily activities of the joint-venture enterprise. The General Director is the enterprise’s representative at law, except otherwise provided for by the enterprise’s Charter. The General Director or the first deputy General Director shall be nominated by the Vietnamese party to the joint venture and be the Vietnamese citizen permanently residing in Vietnam. Where the joint-venture enterprise has only one deputy General Director, he/she shall be the first deputy general Director.

2. The Managing Board shall define the powers and tasks between the General Director and the first deputy General Director. The General Director shall be accountable to the Managing Board for the activities of the joint-venture enterprise. The General Director should exchange ideas with the first deputy General Director on theimplementation of the resolutions of the Managing Board regarding a number of important issues such as the organizational apparatus; the appointment and dismissal of key personnel; the annual financial settlement, the final settlement of projects; the conclusion of economic contracts.

Where there are divergence of opinions between the General Director and the first deputy General Director and the first deputy General Director in administering the activities of the enterprise, the General Director's opinions shall be decisive, but the first deputy General Director may reserve his/her opinions for submission to the Managing Board for consideration and decision at its nearest meeting.

3. Where the General Director is absent, the first deputy General Director shall be authorized to represent the General Director in administering the enterprise and takes responsibility before the Managing Board and the General Director for his/her work.

Article 21. - Form of enterprises with 100% foreign investment capital

Enterprises with 100% foreign investment capital are those under the ownership of foreign investors and established in Vietnam by foreign investors who manage the enterprises themselves and take responsibility for the business results.

Enterprises with 100% foreign capital are established in form of limited liability companies, which have the legal person status under the Vietnamese laws,are set up and operate from the date they are granted the investment licenses.

Article 22.- Charters of enterprises with 100% foreign investment capital

The Charter of an enterprise with 100% foreign investment capital must include the following principal contents:

1. Name and address of the enterprise; name and address of the competent representative of the foreign investor;

2. The business objectives and scope;

3. The investment capital, the legal capital; the mode and tempo of capital disbursement and the construction tempo;

4. The representative at law of the enterprise;

5. The financial principles;

6. The labor relations in the enterprise, matters related to employment and training of laborers;

7. The operating duration, conditions for contract termination and enterprise dissolution;

8. Procedures for amending and/or supplementing the enterprise’sCharter.

Besides the above-mentioned contents, the enterprise 's Charter may also contain other contents.

The Charters of enterprises with 100% foreign investment capital must be signed on each page and fully at the end of the Charters by the competent representatives of the investors. The Charters of enterprises with 100% foreign investment capital shall be registered at the investment licensing agencies.

Article 23.- Legal capital of enterprises with 100% foreign investment capital

1. The legal capital of an enterprise with 100% foreign investment capital must represent at least 30% of its investment capital. For projects on construction of infrastructure works, projects on investment in geographical areas where investment is encouraged, forestation projects and large-scale projects, this percentage may be lower but it must not be under 20% of the investment capital and must be approvedby the investment licensing agencies.

2. The mode and tempo of legal capital disbursement shall be stipulated in the enterprises Charters. Where a foreign investor fails to disburse the legal capital according to the prescribed tempo without any plausible reasons, the investment licensing agency shall be entitled to withdraw the investment license.

3. The adjustment of investment capital and/or legal capital shall be decided by foreign investors and approved by the investment licensing agencies.

Article 24.- Representatives at law of the enterprises with 100%foreign investment capital