Chapter X

INVESTMENT LICENSING PROCEDURES

Article 104.- The investment licensing process

1. Foreign investment projects in Vietnam shall be approved in form ofinvestment licenses. The investment licenses are issued in set forms by the Ministry ofPlanning and Investment.

2. The granting of investment licenses shall comply with one of the twofollowing processes:

a) Registration for investment licensing;

b) Appraisal of investment licensing.

Article 105.- Conditions on projects subject to investmentlicensing registration

1. The projects subject to investment licensing registration shall alsohave to satisfy the following conditions:

a) They do not belong to Group A as provided for in Article 114 of thisDecree;

b) They are in line with the approved planning;

c) They are not on the list of projects subject to the elaboration ofreport on environmental impact assessment.

2. Apart from the conditions prescribed in Clause 1 of this Article,the projects subject to investment licensing registration shall have to satisfy one of thefollowing conditions:

a) Exporting all products;

b) Investing in industrial parks, meeting the requirements on exportpercentage as stipulated by the Ministry of Planning and Investment;

c) Belonging to the production fields with the investment capital of upto US$5 million and having the export percentage of 80% or more.

3. The investment licensing bodies must not refuse to grant theinvestment licenses to projects which satisfy all conditions on investment licensingregistration.

4. The other projects shall be subject to the appraisal of investmentlicensing.

Article 106.- Registration for investment licensing

1. The dossier of registration for investment license granting shallinclude:

a) The application for investment licensing registration;

b) The joint-venture contract and Charter of the joint-ventureenterprise or the Charter of the enterprise with 100% foreign investment capital or thebusiness cooperation contract;

c) The documents certifying the legal status and financial situation ofthe parties.

2. The dossier of registration for investment licensing shall be madein 5 sets, including at least 1 original, which shall all be submitted to the investmentlicensing body.

3. Within 15 working days after the receipt of valid dossiers, theinvestment licensing bodies shall notify their decisions of approval in form of investmentlicenses.

The Ministry of Planning and Investment shall issue documents guidingthe compilation of the project dossiers of registration for investment licensing.

Article 107.- Dossiers of appraisal of investment licensing

1. The dossier of appraisal of investment licensing shall include:

a) The application for investment licensing;

b) The joint-venture contract and Charter of the joint-ventureenterprise or the Charter of the enterprise with 100% foreign investment capital or thebusiness cooperation contract;

c) The eco-technical exposition;

d) The documents certifying the legal status and financial situation ofthe joint-venture parties, the business cooperation parties, the foreign investors;

e) The documents related to the technology transfer (if any).

2. The dossier shall be made in 12 sets for Group A projects or 8 setsfor Group B projects, including at least 1 original, which shall all be submitted to theinvestment licensing body.

The Ministry of Planning and Investment shall issue documents guidingthe compilation of dossiers of foreign investment projects.

Article 108.- Contents of investment project appraisal

The contents of investment project appraisal shall include:

1. The legal status and financial capabilities of foreign andVietnamese investors.

2. The project's conformity with the planning.

3. The socio-economic benefits (the possibility of creating newproduction capability, new production lines, occupations and new products, marketexpansion; the possibility of creating jobs for laborers; the economic benefits of theproject and budget remittances...).

4. The levels of techniques and technologies to be applied, therational use and protection of resources, the protection of ecological environment.

5. The rationality of the use of land and valuation of assetscontributed as capital of the Vietnamese party (if any).

Article 109.- The process of appraising investment projectslicensed by the Ministry of Planning and Investment

1. For Group A projects, the Ministry of Planning and Investment shallgather comments thereon from the concerned ministries, brandies and provincial-levelPeople's Committees before submitting them to the Prime Minister for consideration anddecision. In case of divergence of opinions on important issues of the projects, theMinistry of Planning and Investment shall organize consultative meetings with competentrepresentatives of concerned agencies to consider the projects before they are submittedto the Prime Minister. Depending on each specific case, the Prime Minister may request theState Council for Appraisal of Investment Projects to study and provide consider so thatthe Prime Minister shall consider and decide it;

2. For Group B projects filling under the deciding competence of theMinistry of Planning and Investment shall the said Ministry shall gather comments from theconcerned ministries, branches and provincial-level People's Committees before consideringand deciding them.

3. Project appraisal time limits:

a) Within 3 working days after receiving the valid dossier, theMinistry of Planning and Investment shall send the dossier to the concerned ministries,branches and provincial-level People's Committees for comments;

b) Within 15 working days after receiving the valid dossier, theministries, branches and provincial-level People's Committees shall send their writtencomments to the Ministry of Planning and Investment on the project contents belonging totheir respective fields of management; if past the above-said time limit they fail to sendany written comments, they shall considered as having approved the projects.

c) For Group A projects, within 30 working days after receiving thevalid dossiers, the Ministry of Planning and Investment shall submit its appraisals to thePrime Minister. Within 10 working days after receiving the reports of the Ministry ofPlanning and Investment, the Prime Minister shall issue decisions on the projects. Within5 working days after receiving the Prime Minister's decisions, the Ministry of Planningand Investment shall notify the investors of the decisions on the granting of investmentlicenses to their projects;

d) For Group B projects, within 30 working days after receiving thevalid dossiers, the Ministry of Planning and Investment shall complete the projectappraisal and grant the investment licenses.

The above time limit does not include the time during which theinvestors amend and/or supplement the dossiers of application for the investment licenses.

All requests of the Ministry of Planning and Investment for amendmentsand supplements to the project dossiers by the investors shall be made in writing within20 working days after the receipt of valid dossiers.

If past the above time limit no investment license is granted, theMinistry of Planning and Investment shall send its written notice thereon to the investors

clearly stating the reasons therefore, and concurrently to theconcerned agencies.

4. The granting of investment licenses to projects in industrial parks,export processing zones and hi-tech parks shall be effected under the mechanism of

authorization by the Ministry of Planning and Investment.

Article 110.- The appraisal process applicable to investmentprojects licensed by the provincial-level People's Committees

1. The project appraisal contents shall comply with Article 108 of thisDecree.

2. The time limits for project appraisal and investment licensing;

a) Within 3 working days after receiving the valid dossiers, theprovincial-level People's Committees shall send the project dossiers to the ministrieswhich manage the economic and technical branches and concerned ministries and branches forcomments on the projects;

b) With in 15 working days after receiving the valid dossiers, theministries and branches shall send their written comments to the provincial-level People'sCommittees on the project comments falling into the fields of their management; if pastthe above time limit, they fail to send any written comments, they are considered ashaving approved the projects;

c) Within 30 working days after receiving the and dossiers, theprovincial-level People's Committees shall complete the project appraisal and grant theinvestment licenses.

The above time limit does not include the time for the investors toamend and/or supplement the dossiers of application for investment licenses.

All requests of the provincial-level People's Committees for amendmentsand/or supplements to the project dossiers by the investors shall be made in writingwithin 20 working days after the receipt of valid dossiers.

If past the above-said time limit the provincial-level People'sCommittees fail to grant the investment licenses, they shall send written notices thereonto the

investors, clearly stating the reasons therefor, and concurrently tothe concerned agencies.

3. Within 7 working days after granting the investment licenses or theadjusted licenses, the provincial-level People's Committees shall forward the originals ofthe investment licenses or the adjusted licenses to the Ministry of Planning andInvestment and their copies to the Ministry of Finance, the Ministry of Trade, theministries managing the economic and technical branches and the concerned State agencies.

Article 111.,- Adjustment of investment licenses

1. The amending and supplement of investment licenses shall be approvedby the investment licensing bodies in form of adjusted licenses.

2. The amendment to grant the adjusted licenses is stipulated asfollows:

a) The Ministry of Planning and Investment shall decide the granting ofadjusted licenses to the projects prescribed in Article 114 and Clause 2 of Article 115 ofthis Decree and authorize the Industrial Parks Management Boards to grant adjustedlicenses to the authorized projects;

b) The provincial-level People's Committees shall decide the grantingof adjusted licenses to projects assigned to them for investment licensing.

3. When having a need to amend and/or supplement the investmentlicenses, the foreign-invested enterprises and business cooperation parties shall submittheir dossiers of application for the adjustment of their investment licenses to theinvestment licensing bodies according to the provisions in Clause 2 of this Article. Sucha dossier includes:

a) The application for adjustment of the investment license;

b) The Resolution of the Management Board of the joint-ventureenterprise or the agreement reached between the business cooperation parties or theproposal of the foreign investors on the proposed amendment and/or supplement to theinvestment license;

c) The report on the project implementation situation.

4. The investment licensing bodies shall notify the foreign-investedenterprises and/or business cooperation parties of the decisions on the adjustment ofinvestment licenses within 15 working days after the receipt of the valid dossiers.

The above time limit does not include the time for the foreign-investedenterprises and business cooperation parties to give additional explanation.