DECISION

APPROVAL OF CRITERIA AND PROCEDURES FOR SELECTION OF, METHODS OF SALE OF SHARES TO, STRATEGIC INVESTORS IN THE PROCESS OF CARRYING OUT THE PLAN FOR EQUITIZATION OF PARENT COMPANY - VIETNAM URBAN AND INDUSTRIAL ZONE DEVELOPMENT INVESTMENT CORPORATION (IDICO)

MINISTER OF CONSTRUCTION

Pursuant to the Government's Decree No. 81/2017/ND-CP dated July 17, 2017, defining the functions, tasks, powers and organizational structure of the Ministry of Construction;

Pursuant to the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011 on transformation of wholly state-owned enterprises into joint stock companies; the Government’s Decree No. 189/2013/ND-CP dated November 20, 2013 and the Government’s Decree No. 116/2015/ND-CP dated November 11, 2015 on amendments or supplements to the Decree No. 59/2011/ND-CP dated July 18, 20122 on transformation of wholly state-owned enterprises into joint stock companies;

In compliance with the Decision No. 58/2016/QD-TTg dated December 28, 2016 on criteria for classification of state-owned enterprises, state-invested enterprises and the list of state enterprises subject to the reorganization requirement for the period of 2016 – 2020; 

Pursuant to the Prime Minister’s Decision No. 707/QD-TTg dated May 25, 2017 on approval of the program “Restructuring of state enterprises with particular attention paid to state-owned economic groups and corporations for the 2016 - 2020 period”;

Pursuant to the Prime Minister’s Decision No. 776/QD-TTg dated June 2, 2017 on approval of the Plan for equitization and transformation into the joint stock parent company - Vietnam Urban and Industrial Zone Development Investment Corporation and the Document No. 7676/VPCP-DMDN dated July 21, 2017 of the Government’s Office on consent from the Deputy Prime Minister Vuong Dinh Hue to use of IDICO valuation results;

Pursuant to the Notice No. 147/TB-VPCP dated March 17, 2017 of the Government’s Office on Conclusions of the Deputy Prime Minister Vuong Dinh Hue on reorganization, reform and restructuring of state-owned enterprises and state-invested enterprises of which the representative of owner is the Ministry of Construction for the period of 2011 – 2016 with vision to 2020;

Pursuant to the Circular No. 196/2011/TT-BTC dated December 26, 20111 of the Minister of Finance providing instructions on the initial offering of shares and management and use of revenues earned from equitization of wholly state-owned enterprises transformed into joint stock companies and the Circular No. 115/2016/TT-BTC dated June 30, 2016 of the Minister of Finance on amendments and supplements to the Circular No. 196/2011/TT-BTC dated December 26, 2011;

Pursuant to the Decision No. 551/QD-BXD dated May 20, 2014 of the Minister of Construction on establishment of the Steering Committee on Equitization of Parent Company - Vietnam Urban and Industrial Zone Development Investment Corporation; Decision No. 416/QD-BXD dated April 14, 2015 and Decision No. 1149/QD-BXD dated October 12, 2015 of the Minister of Construction on change of members of the Steering Committee on Equitization;

In the light of the Request Form No. 474/TTr-TCT dated July 13, 2017 of Vietnam Urban and Industrial Zone Development Investment Corporation submitted to the Ministry of Construction to seek its approval of the Information Release, starting price and criteria for selection of strategic investors, auctioneers, financial intermediaries and members participating in the Board of Auction to sell shares for carrying out equitization of the Parent Company – IDICO; 

Pursuant to the Report dated August 15, 2017 of the Steering Committee on Equitization of the Parent Company – IDICO;

Upon the request of the Steering Committee on Equitization of the Parent Company – IDICO and the Director of the Business Administration Department,

HEREBY DECIDES

Article 1. Approval of criteria and procedures for selection of, methods of sale of shares to, strategic investors in the process of carrying out the plan for equitization of the Parent Company - Vietnam Urban and Industrial Zone Development Investment Corporation (IDICO) with the following subject matters:

1. Criteria for selection of strategic investors

1.1. General criteria

- Make written commitments to authorized persons on long-term beneficial ties or partnerships with and support for IDICO after equitization with respect to the following activities:  transferring new technologies; training human resources; improving financial and corporate governance and management capacity; expanding and developing domestic and overseas markets, especially developing the key scope of business of IDICO (including (1) investment in technical infrastructure of industrial zones and transport infrastructure; (2) investment in housing and urban development, and construction; (3) electricity generation and business), in order to remain effective and continue to achieve expected strategic and sustainable growth goals;   

- Make written commitments not to transfer purchased shares within at least 10 (ten) years from the date on which the joint stock company is granted the certificate of initial registration of operations of enterprise under the Corporate Law. In special cases where these shares need to be transferred before such prescribed duration, the transfer approval decision issued in a shareholders' general meeting attended by shareholders representing at least sixty five percent (65%) of voting shares (a shareholders' general meeting held in a form of collection of written opinions from shareholders is not accepted) must be sought;

- Prove their effective past performance in one (01) of three (03) following sectors: (1) investment in technical infrastructure for industrial zones and transport infrastructure; (2) investment in housing and urban development, and construction; (3) electricity generation and business;

- Do not engage in conflicts of interest with IDICO’s developmental strategy;

- Prove their financial capabilities to purchase shares which are at least equivalent to the number of contributed capital as specified in their registration applications for admission as the corporation’s strategic investors;

- Submit their business proposals after equitization.

- Give no preferential treatment to any credit institutions, banks, financial investment organizations, limited liability companies and shareholding companies in which the State makes capital participation.

1.2. Specific criteria: In order to become IDICO’s strategic investors, both domestic and foreign investors must be qualified and conform to the following criteria:

- Have full legal personality as provided by laws;

- Operate in main sectors and industries the same as one (01) out of three (03) core business sectors or industries of IDICO; 

- Demonstrate their competencies in terms of market exploitation, high technology expertise, reputation, brand and business governance and administration experience in one (01) out of three (03) sectors: (1) investment in industrial zone and transport infrastructure; (2) investment in housing and urban development and construction; (3) electricity generation and business, all of which must be in line with the growth strategy of IDICO in order to give support to IDICO after equitization;   

- The minimum consecutive business timelength assessed till end of 2016 must be 05 years;

- Their financial statements made in the most recent three years (2014, 2015 and 2016) must indicate that they have sufficient financial resources to purchase at least 15% of the joint stock company’s charter capital (the starting price approved by an authorized entity will serve as a basis for calculation).   Each financial statement must be audited by one of chartered auditing companies operating within the territory of Vietnam that are accredited by the Ministry of Finance and ranked as one of top 10 auditing companies according to the most recent report of Vietnam Association of Certified Public Accountants (VACPA) that remains valid, and must indicate that the applicant for admission as a strategic investor meets the following regulatory requirements:

+ Required minimum total asset must be VND 2,500 billion (or in case of foreign investors, such total asset must be USD 115.0 million) at the end of the fiscal year of 2016;

+ Legal minimum equity must be 1,500 billion dong (or in case of foreign investors, such equity must be USD 68.0 million) in the fiscal year of 2016;

+ Required minimum profit must account for 5% of the revenue generated in the most three years before applying for admission as strategic investors of IDICO; 

+ Financial situations: At the submission date, none of overdue debts and accrued losses or bad debts is reported, and the applicant for becoming a strategic investor who submits the financial statement is not in breach of laws;  

+ Such financial statement must provide evidence that the applicant for admission as a strategic investor has sufficient capital available for purchase of shares stated in the application (except its capital already used for investment activities) or holds bank guarantees or account freezing notices issued by commercial banks or credit institutions currently operating within Vietnam where the applicant investor opens its account (the minimum validity periods of these documents must be 6 months).    

- A strategic investor must give a sum equaling 20% of value of shares that it intends to purchase as a deposit calculated at the starting price already approved by an authorized entity (any applicant investor refuses to give deposit shall be disqualified). In case of giving up its right to purchase shares, that strategic investor shall not be refunded its deposit;

- The applicant investor must not be a subsidiary or a company in which IDICO has made its equity participation.

a) The applicant investor must make a written commitment to an authorized entity, including the followings:

- Ensure IDICO’s stable growth is upheld and the approved growth strategy is continued to be carried out till 2020;

- Continue to maintain IDICO’s main sectors, industries and brand after equitization within at least 10 years from the date of IDICO's official transformation into a joint stock company;    

- Continue to re-employ all staff members as prescribed in the equitization plan approved by the Prime Minister within at least 5 years and commit to providing re-training for the existing staff to meet job requirements;

- Respect all activities of political or socio-political unions or associations inside IDICO as provided in Article 6 of the Corporate Law in force.

b) Apart from the abovementioned criteria, if the applicant for admission as IDICO’s strategic investor is a foreign investor, it must hold an account that is opened at one of the payment service providers currently operating within the territory of Vietnam and complying with Vietnamese laws, and through which their activities related to purchase of shares must be carried out; must keep and show the written authorization (e.g. authorization agreement, entrustment agreement and investor appointment agreement) if they authorize an agent in Vietnam to act on their behalf to purchase shares.

2. Objectives, amount, percentage of shares to be sold, offering methods, processes and procedures for selection of a strategic investor.

2.1. Objectives, amount and percentage of shares to be sold to a strategic investor

- Objectives of offering of shares are to an investor who is competent, experienced and reputable to participate in and support IDICO’s growth after equitization;

- Amount of shares to be sold to strategic investors: 135,000,000 shares (accounting for 45% of the charter capital) which are sold to the maximum of 03 investors whose core business sectors or industries are consistent with IDICO's. In case of selection of 3 investors, an investor operating in a business sector or industry out of those of IDICO shall be preferred according to the following rules:

+ An investor having competence in giving support in the sector of investment in industrial zone and transport infrastructure shall be selected;

+ An investor having competence in giving support in the sector of investment in housing and urban development and construction shall be selected;

+ An investor having competence in giving support in the sector of electricity generation and business shall be selected;

- Maximum percentage of shares to be sold to strategic investors (in case of selection of three investors meeting criteria for admission as strategic investors): 45,000,000 shares/ an investor (accounting for 15% of IDICO’s charter capital).

2.2. Approach to sale of shares and handling of residual issued shares

a) Share selling approach: Shares shall be sold according to the direct negotiation approach after an auction for initial public offering is conducted with the offering price which is not lower than the successful average bid determined in that auction for initial public offering. Below are some specific situations that likely to happen:     

- If only one (01) investor meeting criteria for admission as a strategic investor bid to purchase shares of which the volume account for 45% or lesser percentage of shares that IDICO offers to strategic investors, the IDICO’s Steering Committee on Equitization must file a report on this case to the Minister of Construction to seek his/her decision whether such volume of shares can be sold to strategic investors according to the direct negotiation approach after an auction for initial public offering thereof with the offering price which is not lower than the successful average bid determined in such auction.   

- If two (02) investors eligible for becoming strategic investors bid to purchase shares of which the volume account for more than 45% of shares that IDICO offers to strategic investors, the IDICO’s Steering Committee on Equitization must send a report on this case to the Minister of Construction to seek his/her decision whether such volume of shares can be put up for an auction attended by these strategic investors on Stock Exchanges.  

The latter shall come after the former that accept the successful average bid determined in the former as the starting price according to the principle of selection of investors whose bid prices descend till the bid received cover the entire volume of shares that IDICO offers.

- In case where the maximum of three (03) investors meeting regulatory criteria for eligibility to become strategic investors bid to purchase of shares of which total volume are equal to or less than 45% of total quantity of shares that IDICO offers to strategic investors, the IDICO’s Steering Committee on Equitization shall seek an agreement on the amount of shares to be sold and selling prices at which shares are sold to specific strategic investors and submit it to the Minister of Construction to seek his/her approval decision under which the amount of shares sold to strategic investors are consistent with the amount of shares that each strategic investor bids to purchase with the offering price in this case which is not lower than the average price of a successful bid determined in an auction for initial public offering.

b) Handling of residual issued shares: In case where the amount of shares that investors bid to purchase or that are not sold out, the remaining amount of shares (the difference between 45% in the offer quantity of shares and total amount of shares that strategic investors bid to purchase), the IDICO’s Steering Committee on Equitization must report on this case to the Minister of Construction to seek his/her decision on any necessary adjustment to the charter capital structure to serve the purpose of transforming the Parent Company – IDICO Corporation into a Joint Stock Company before the initial shareholders’ general meeting takes place.   

- In case where a strategic investor is in default on commitments and in breach of prescribed transfer restrictions, they must compensate for all losses incurred according to commitments and laws currently in force.

2.3. Processes and procedures for selection of strategic investors

a) Step 1: Announcing the equitization plan to interested investors

Ministry of Construction/ IDICO issues a notice on their websites to interested investors who wish to become strategic investors (Ministry of Construction issues an official document No. 2192/BXD-QLDN dated October 7, 2016 on invitations for interested investors and posts it on the Ministry of Construction’s website at the link: http://moc.gov.vn/en/web/guest/trang-chi-tiet/-/tin-chi-tiet/Z2jG/353507/353564/thong-bao-va-moi-cac-nha-dau-tu-quan-tam-mong-muon-tro-thanh-nha-dau-tu-chien-luoc-sau-khi-co-phan-hoa-cac-cong-ty-me-tong-cong-ty-song-da-idico-hud-vicem.html).

b) Step 2: Making public disclosure of criteria and procedures for selection and share selling approach

Ministry of Construction informs their decision on criteria and procedures for selection of strategic investors, approach to selling shares to strategic investors, submission deadline, and continues to send invitations to interested investors to select strategic investors (such decision and invitations are posted on the website of the Ministry of Construction, IDICO or the Construction Journal). 

c) Step 3: Interested investors' registration and submission of their applications

Investors file 03 sets of documents (including 01 original set and 02 duplicate set) at the Ministry of Construction (Department of Business Administration acting as a liaison agency) or at IDICO.   A set of documents must include:

- Registration form for becoming a strategic investor (Form No. 01).

- Written commitment of the legal representative (Form No. 02) including the following main matters:

+ Building long-term interest-based partnership (for at least 10 years) with and giving support to IDICO after equitization;

+ Not transferring purchased shares within at least 10 (ten) years from the date on which the newly-established joint stock company is granted the initial enterprise registration certificate;

+ Guaranteeing stable growth and ongoing implementation of IDICO’s approved growth strategy till 2020;

+ Continuing to maintain IDICO’s main sectors, industries and brand after equitization within at least 10 years from the date of IDICO's official transformation into a joint stock company;   

+ Continuing to re-employ all staff members as prescribed in the equitization plan approved by the Prime Minister within at least 5 years and providing re-training for the existing staff to ensure they can meet new job requirements;

+ Respecting all activities of political or socio-political unions or associations inside IDICO as provided in Article 6 of the Corporate Law currently in force;

- Competency profile of a corporate investor contains the following main documents:

+ Enterprise registration certificate remaining in effect;

+ Evidence of competency in market exploitation, high-technology expertise, reputation, brand, experience in corporate governance and business administration in one of three following sectors: (1) investment in industrial zone and transport infrastructure; (2) investment in housing and urban development and construction; (3) electricity generation and business, which is consistent with IDICO’s growth strategy in order to support IDICO after its equitization (shown by certification of the applicant investor or a competent regulatory authority or economic agreements or decisions issued to project owners, contractors, general contractor, etc.);

+ Financial statement audited by one of reputable auditing companies operating within the territory of Vietnam that are accredited by the Ministry of Finance and ranked as one of top 10 auditing companies according to the most recent report of Vietnam Association of Certified Public Accountants (VACPA) that remains valid in 2014, 2015, 2016 and end of Quarter II/2017;

+ Evidence of sufficient capital available for purchase of shares stated in the application (except its capital already used for investment activities) or bank guarantees or account freezing notices issued by commercial banks or credit institutions currently operating within Vietnam where the applicant investor opens their account (the minimum validity periods of these documents must be 6 months – using the Form No. 03).   

- Submission time limit: 25 days from the date on which the Decision on criteria and procedures for selection, method of sale of shares to strategic investors of the Parent Company – IDICO is officially announced.

d) Step 4: Carrying out assessments and inspections

- Assessment

+ IDICO’s Steering Committee on Equitization is responsible for establishing an Advisory Board to assess and select strategic investors according to criteria approved by the Minister of Construction;

+ Participants: Board of Members, Board of Directors, Comptrollers, representatives of IDICO’s trade union; representatives of departments or administrations such as: Corporate management, staff and organization, planning and finance; Head of the Advisory Board who is the Chairperson of the Board of Members cum Vice Head of IDICO’s Steering Committee of Equitization;

+ Duties: Studying, reviewing and assessing conformance to criteria for selection, commitments and competency of candidate investors, compiling the list of qualified investors submitted to IDICO's Steering Committee on Equitization to seek its decision;

+ Inspection: Steering Committee on Equitization (the Department of Business Administration acting as a liaison agency) shall lead inspections, propose the list of strategic investors, amount of shares to be sold and selling prices of shares offered to strategic investors of the Parent Company – IDICO to seek the approval decision from the Minister of Construction (using the Form No. 04).

dd) Step 5: Approval of list of strategic investors, volume of shares to be sold and selling prices of shares offered to strategic investors

Pursuant to the decision on approval of the list of strategic investors, amount of shares to be sold and selling prices of shares offered to strategic investors which have already been approved by the Minister of Construction, IDICO’s Steering Committee on Equitization/ the Advisory Board giving assistance to the Steering Committee and strategic investors shall enter into negotiation, agreement and sign agreements on sale and purchase of shares as per law (using the Form No. 05).

Article 2. This Decision shall enter into force from the signature date.

Article 3. Ministry’s Office Chief, Directors of Departments and Administrations such as corporate management, planning and finance, staff and organization; Head of IDICO’s Steering Committee; Board of Members, General Director of IDICO; Advisory Board assisting IDICO’s Steering Committee on Equitization and Heads of entities and units concerned, shall be responsible for implementing this Decision./.

Form No. 01 (mandatory)

REGISTRATION FORM

PARTICIPATION IN PURCHASE OF STRATEGIC INVESTOR’S SHARES

 (Constituting an integral part of the written commitment and the agreement on sale and purchase of shares in case of options given)

1. Enterprise/investor’s name: ..........................................................................................

2. Main office/ address: ....................................................................................................

3. Telephone: ………………………………….; Fax:.......................................................

4. Account number: …………………………………..; opened at: .....................................

5. Business Registration Certificate No./ Enterprise Registration Certificate or Establishment and Operation License: …………, issued on (dd/mm/yyyy)……., or reissued for the…………time, at…………………… 

6. Main business sectors or industries: .....................................................

7. Charter capital: …………………………………………. (clarifying the structure of charter capital; details about shareholders that are legal persons, capital contribution date and contributed capital proportion)

8. Owner’s equity: .........................................................................................................

9. Legal representative: ……………………….., title: ...................................

10. Contact person (where necessary): …………, Title: …………, Telephone number: .........

11. Investor’s competency

11.1. Evidence of competency in: market exploitation, high-technology expertise, reputation, brand, experience in corporate governance and business administration in one of three following sectors: (1) investment in industrial zone and transport infrastructure; (2) investment in housing and urban development and construction; (3) electricity generation and business, which is consistent with IDICO’s growth strategy in order to support IDICO after its equitization (shown by certification of the applicant investor or a competent regulatory authority or economic agreements or decisions issued to project owners, contractors, general contractor, etc.).

11.2. Evidence of financial competency, specifically including:

12. Submission of their business proposals to be carried out after IDICO’s equitization;

In our full knowledge that the Ministry of Construction and IDICO’s Steering Committee on Equitization are carrying out equitization and are wishing to look for a strategic investor that is appropriate to give support to IDICO after equitization and make a commitment to long-term interest-based partnership with the Corporation.  

 (Specify capabilities of giving support of a strategic investor for IDICO’s core business activities).

Desiring to become IDICO’s strategic investor, we apply for purchase of …………………. Shares (in words: ……………….), accounting for …………………% of IDICO’s charter capital (applying for purchase of at least 15% of the charter capital; the maximum amount of shares that the investor is applying to bid account for 45% of the charter capital). 

By this document, we, the Group (Corporation, Company, etc.) as an applicant for becoming a strategic investor, undertake to:

- Purchase all of shares that the investor has applied to bid for;

- Upon becoming a strategic investor, give a sum equaling 20% of value of shares that we intend to purchase as a deposit calculated at the starting price already approved by an authorized entity. In case of giving up its right to purchase shares, that strategic investor shall not be refunded such deposit;

- Build a long-term interest-based partnership with and support for IDICO after equitization (clearly state actions to be taken to show the investor’s commitment to building such partnership with and giving support for IDICO);  

- Not transfer purchased shares within at least 10 (ten) years from the date on which the newly-established joint stock company is granted the initial enterprise registration certificate;

- Not engage in any conflicts of interest with IDICO’s approved growth strategy.

- Not owe overdue debts and incur accrued losses or bad debts, and ensure that the investor’s enterprise is not in breach of laws. 

- Not be a subsidiary, associate company or a company in which IDICO has made its equity participation;

- Guarantee stable growth and ongoing implementation of IDICO’s approved growth strategy till 2020;

- Continue to maintain IDICO’s main sectors, industries and brand after equitization within at least 10 years from the date of IDICO's official transformation into a joint stock company;   

- Continue to re-employ all staff members as prescribed in the equitization plan approved by the Prime Minister within at least 5 years and commit to providing re-training for the existing staff to meet job requirements;

- Respect all activities of political or socio-political unions or associations inside IDICO as provided in Article 6 of the Corporate Law in force.

After being accepted as your strategic investor, we, the Group (Corporation, Company, etc.), undertake to fulfill our agreed-upon rights and obligations under laws, regulations of the Ministry of Construction, Steering Committee on Equitization and IDICO, and above-stated commitment clauses.

To the extent that we, the Group (Corporation, Company, etc.), are in breach of commitments made above or commit fraudulent acts on submitted documents, we will be susceptible to the decision from the Ministry of Construction, Steering Committee on Equitization/ IDICO or agency representing the State's part of capital contribution to IDICO to deprive us of the strategic investor's rights and will not be refunded any margin, deposit and other monetary contributions. 

We would like to enclose herewith our competency profile (including a certified true copy of Business Registration Certificate/ Establishment Decision or License, Introduction and Information Sheet about Investor’s Competency, Audited Financial Statement, original of Bank Guarantee or Account Freezing Notice issued by a bank or credit institution, etc.) for consideration of the Ministry of Construction, the Steering Committee on Equitization and IDICO.     

Best regards,

Form No. 02 (mandatory)

LETTER OF COMMITMENT

OF STRATEGIC INVESTOR

 (constituting an integral part of the registration form and the agreement on sale and purchase of shares)

1. Company/investor’s name: ...........................................................................................

2. Main office/ address: ....................................................................................................

3. Telephone number: ……………………………………….; Fax:……………………………

4. Account number: …………………………………..; opened at: ......................................

5. Business Registration Certificate No./ Enterprise Registration Certificate or Establishment and Operation License: …………, issued on (dd/mm/yyyy)……., or reissued for the…………time, at……………………   ............................................................

6. Main business sectors or industries: ......................................................

7. Charter capital: …………………………………………. (clarifying the structure of charter capital; details about shareholders that are legal persons, capital contribution date and contributed capital proportion)

8. Owner’s equity: ............................................................................................................

9. Legal representative: ……………………….., title: .................................

10. Contact person (where necessary): ……………, title: ………….., telephone number: ..............

11. Bank guarantees or account freezing notices issued by commercial banks or credit institutions currently operating under Vietnam’s domestic laws where the applicant investor opens their account, describing the sum sufficient to purchase shares (at least 15% of IDICO's charter capital; the maximum quantity of shares that the investor may bid for accounts for 45% of IDICO's charter capital; the minimum validity periods of these documents must be 6 months): No…………signed by the Director of a commercial bank’s branch on........(dd/mm/201...) (this information field is applied if the applicant investor fails to prove that their capital is sufficient to purchase the amount of shares that they apply to bid for).

When being admitted as a strategic investor in IDICO, we, the Group (Corporation, Company, etc.), hereby make our long-term commitment to sharing our interest and giving support to IDICO, including the following specific terms and conditions: 

1/ Ensure financial resources sufficient to purchase all of shares that we have applied to bid for (equivalent to ……………….% of the Corporation’s charter capital); support given to increase IDICO’s financial capacity after IDICO’s transformation into a joint stock company;

2/ As a strategic investor, we agree to give a sum equaling 20% of value of shares that we intend to purchase as a deposit calculated at the starting price already approved by an authorized entity. In case of giving up its right to purchase shares, we will not be refunded such deposit;

3/ Build a long-term interest-based partnership (at least 10 years) with and support for IDICO after equitization (clearly state actions to be taken to show the investor’s commitment to building such partnership with and giving support for IDICO); 

4/ Not transfer purchased shares within at least 10 (ten) years from the date on which the joint stock company is granted the certificate of initial registration of operations of enterprise under the Corporate Law. In special cases where these shares need to be transferred before such prescribed time limit, the transfer approval decision issued in a shareholders' general meeting attended by shareholders representing at least sixty five percent (65%) of voting shares (a shareholders' general meeting held in a form of collection of written opinions from shareholders is not accepted) must be sought;

5/ Not engage in any conflicts of interest with IDICO’s approved growth strategy;

6/ Not owe overdue debts and incur accrued losses or bad debts, and ensure that the investor’s enterprise is not in breach of laws;

7/ Not a subsidiary or an associate company or a company in which IDICO has made its equity participation;

8/ Guarantee stable growth and ongoing implementation of IDICO’s approved growth strategy till 2020;

9/ Continue to maintain IDICO’s main sectors, industries and brand after equitization within at least 10 years from the date of IDICO's official transformation into a joint stock company;   

10/ Continue to re-employ all staff members as prescribed in the equitization plan approved by the Prime Minister within at least 5 years and provide re-training for the existing staff to ensure they can meet new job requirements;

11/ Respect all activities of political or socio-political unions or associations inside IDICO as provided in Article 6 of the Corporate Law currently in force.

On the basis of long-term and comprehensive partnership, we, in the role as a strategic investor, major shareholder, and IDICO, will uphold and make best use of both parties' advantages to obtain greater achievements and benefits.

When being accepted as your strategic investor, we, the Group (Corporation, Company, etc.), undertake to fulfill our agreed-upon rights and obligations under laws, regulations of the Ministry of Construction, Steering Committee on Equitization and IDICO, and above-stated commitment clauses.

To the extent that we, the Group (Corporation, Company, etc.), are in breach of commitments made above or commit fraudulent acts on submitted documents, we will be susceptible to the decision from the Ministry of Construction, Steering Committee on Equitization/ IDICO or agency representing the State's part of capital contribution to IDICO to deprive us of the strategic investor's rights and will not be refunded any margin, deposit and other monetary contributions. 

Best regards,

Form No. 03 (mandatory)

 (required in case of failure to prove capital sufficient to purchase the amount of shares that the investor has applied to bid for)

LETTER OF GUARANTEE (OR ACCOUNT FREEZING NOTICE)

FOR PURCHASE OF STRATEGIC INVESTOR’S SHARES

 (constituting an integral part of the agreement on sale and purchase of shares)

At the request of [give the strategic investor’s name] (hereinafter referred to as investor) that is an investor submitting application for purchase of strategic investor’s shares with the amount of shares that they apply to bid for and undertake to purchase: ……….shares (in words:…………), accounting for ………….% of IDICO’s charter capital. 

The regulations of the Ministry of Construction and IDICO’s Steering Committee on Equitization (hereinafter referred to as Steering Committee on Equitization) prescribe that the investor is bound to provide the Ministry of Construction and the Steering Committee on Equitization with the letter of guarantee or bank account freezing notice with a sum given as security for their obligations and liabilities to carry out the agreement on sale and purchase of shares;

We, [give the bank’s name] in [give the name of the country or territory] with the registered main office located at [specify the address, telephone number, fax number and e-mail address of the bank] (hereinafter referred to as "bank"), by this document, would like to undertake to provide security and freeze the investor’s account for the investor’s compliance with their obligations to carry out the agreement with the sum worth [clarify the amount in numbers, words and currency units used].

We hereby undertake to make unconditional and irrevocable payments of any sum falling within the limit [specify the guarantee amount] as stated above to the Ministry of Construction and Steering Committee on Equitization upon receipt of the report from the Ministry of Construction or the Steering Committee on Equitization on the investor’s default on the agreement on sale and purchase of shares during the validity period of the guarantee for fulfillment of obligations to carry out such agreement.

Notwithstanding the aforesaid, we agree that any modification of terms and conditions of the agreement on sale and purchase of shares or any document related to such agreement signed between the investor and representative of the Ministry of Construction or Steering Committee on Equitization may not lead to any change in our obligations specified in this letter of guarantee.

Value of this guarantee will be reduced proportionally to the debts that representative of the Ministry of Construction or the Steering Committee on Equitization recovers when the investor officially pays costs of purchase of shares according to terms and conditions of the agreement on sale and purchase of shares and after the investor presents the written certification of the representative of the Ministry of Construction or the Steering Committee on Equitization regarding the recovered amount of debts.

This letter of guarantee and account freezing notice is valid for 6 months from the date of issuance till the date (dd/mm/201...) or when the representative of the Ministry of Construction or the Steering Committee on Equitization has recovered all debts incurred from sale and purchase of shares, depending on whichever is earlier.

Form No. 04 (for reference only)

Dear Housing and Urban Development Corporation,

Upon receipt of the Ministry of Construction’s Request No. /TCT-HDTV dated (dd/mm/2017) of the IDICO’s Board of Members for approval of the list of strategic investors, amount and selling price of shares and contents of the agreement on sale and purchase of shares offered to strategic investors. After considering the Request, the Ministry of Construction gives the following opinions:

1. Consent to the list of strategic investors, amount and selling prices of shares offered to investors applying for admission as strategic investors of the Parent Company – IDICO as requested by IDICO’s Board of Members as follows:

- List of strategic investors:

+ Company ………………………..

+ Company ………………………..

+ Company ………………………..

- Quantity of shares to be sold to strategic investors: 135,000,000 shares, accounting for 45% of the charter capital;

+ Selling price: ………….VND/share.

2. Assign IDICO’s Board of Members to lead, negotiate and sign the agreement on sale and purchase of shares with the strategic investors specified in paragraph 1, ensuring that the agreement is coherent and consistent with legally required procedures and processes, commitments made in the registration form for participation in purchase of strategic investor’s shares and the commitment to fulfilling investor’s liabilities as well as complies with existing regulations of laws.    

This is for your reference and compliance. Written report on implementation of this document must be submitted to the Ministry according to regulations./. 

Form No. 05 (mandatory)

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

AGREEMENT ON SALE AND PURSHCE OF SHARES

No.:      /2017/IDICO- …………

I. LEGAL BASES

Pursuant to the Civil Code No. 91/2015/QH13 dated January 24, 2015;

Pursuant to the Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;

Pursuant to the Law on Securities No. 70/2006/QH11 dated June 29, 2006 and the Law No. 62/2010/QH12 dated November 24, 2010 on Amendments and Supplements to certain Articles of the Law on Securities No. 70/2006/QH11;

Pursuant to the Government’s Decree No. 58/2012/ND-CP dated July 20, 2012, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law on Amendments and Supplements to a number of articles of the Law on Securities;

Pursuant to the Government’s Decree No. 59/2011/ND-CP dated July 18, 2011 on transformation of wholly state-owned enterprises into joint stock companies; the Government’s Decree No. 189/2013/ND-CP dated November 20, 2013 and the Government’s Decree No. 116/2015/ND-CP dated November 11, 2015 on amendments or supplements to the Decree No. 59/2011/ND-CP dated July 18, 2011 on transformation of wholly state-owned enterprises into joint stock companies and other legislative instruments providing instructions for these documents;

In compliance with the Decision No. 58/2016/QD-TTg dated December 28, 2016 on criteria for classification of state-owned enterprises, state-invested enterprises and the list of state enterprises subject to the reorganization requirement for the period of 2016 – 2020; 

Pursuant to the Prime Minister’s Decision No. 707/QD-TTg dated May 25, 2017 on approval of the program “Restructuring of state enterprises with particular attention paid to state-owned economic groups and corporations for the 2016 - 2020 period”;

Pursuant to the Prime Minister’s Decision No. 776/QD-TTg dated June 2, 2017 on approval of the Plan for equitization and transformation into the joint stock parent company - Vietnam Urban and Industrial Zone Development Investment Corporation and the Document No. 7676/VPCP-DMDN dated July 21, 2017 of the Government’s Office on consent from the Deputy Prime Minister Vuong Dinh Hue to use of IDICO valuation results;

Pursuant to the Notice No. 147/TB-VPCP dated March 17, 2017 of the Government’s Office on Conclusions of the Deputy Prime Minister Vuong Dinh Hue on reorganization, reform and restructuring of state-owned enterprises and state-invested enterprises of which the representative of owner is the Ministry of Construction for the period of 2011 – 2016 with vision to 2020;

Pursuant to the Circular No. 196/2011/TT-BTC dated December 26, 20111 of the Minister of Finance providing instructions on the initial offering of shares and management and use of revenues earned from equitization of wholly state-owned enterprises transformed into joint stock companies and the Circular No. 115/2016/TT-BTC dated June 30, 2016 of the Minister of Finance on amendments and supplements to the Circular No. 196/2011/TT-BTC dated December 26, 2011;

Pursuant to the Decision No. 865/QD-BXD dated August 21, 2017 of the Minister of Construction on the initial public offering of shares of the Parent Company – IDICO;

Pursuant to the Decision No. 866/QD-BXD dated August 21, 2017 of the Minister of Construction on approval of criteria and procedures for selection of, methods of sale of shares to, strategic investors in the process of carrying out the plan for equitization of parent company - Vietnam urban and industrial zone development investment corporation (IDICO);

According to Application Documents for participation in purchase of shares for admission as strategic investors submitted by the Company...........on (dd/mm/2017);

According to the results of the auction for IPO of the Parent Company – IDICO conducted on (dd/mm/2017);

Pursuant to the Document No. /BXD-QLDN dated (dd/mm/ 2017) of the Minister of Construction on negotiation over sale of shares of the Parent Company – IDICO;

According to the registration form for participation in purchase of strategic investor’s shares submitted by the Company...........on (dd/mm/2017);

According to the written commitment on fulfillment of obligations of a strategic investor that the Company makes on (dd/mm/2017);  

According to the Letter of Guarantee or the account freezing notice issued for purchase of strategic investor’s shares to the Company……by the Bank or credit institution on (dd/mm/2017);

Pursuant to the Document No. /BXD-QLDN dated (dd/mm/ 2017) of the Minister of Construction on consent to the list of strategic investors, amount and selling price of shares offered to strategic investors in the Parent Company – IDICO;

Today, on (dd/mm/2017) at IDICO located at No. 151 ter, Nguyen Dinh Chieu street, Ward 6, District 3, Ho Chi Minh city, we, including the parties below:

II. CONTRACTING PARTIES

1. Representative of the Seller (Party A)

Transaction name: VIETNAM HOUSING AND URBAN DEVELOPMENT CORPORATION

- Representative: Mr. ………………………………. Title: ……………………………………

Address: 151 ter, Nguyen Dinh Chieu street, Ward 6, District 3, Ho Chi Minh city

- Telephone: 028.34388883; Fax: 028.39312705.

- Website: www.idico.com.vn

- Frozen account number: 3101.0006.456.789, opened at the Bank for Investment and Development of Vietnam – Ho Chi Minh city branch.

- Enterprise Registration Certificate No.: 0302177966, initially issued by the HCMC Department of Planning and Investment on June 30, 2010; revised for the 1st time on January 7, 2015; Certificate of changes in enterprise registration issued on January 23, 2017.

- Tax identification number: 0302177966

2. Representative of the Buyer (Party B)

- Transaction name: ........................................................................................................

Representative: Mr. ……………………………………………… Title: .............................

Address: .........................................................................................................................

- Telephone number: …………………………………………….Fax: ................................

- Website: .......................................................................................................................

- Account number: ……………………………., opened at the Bank ………………………

- Business Registration Certificate No./ Enterprise Registration Certificate or Establishment and Operation License: …………, issued on (dd/mm/yyyy)……., or reissued for the…………time, at……………………   ................................................................................................

- Tax identification number: .............................................................................................

After discussion and negotiation, both contracting parties agree to sign the agreement on sale and purchase of shares (hereinafter referred to as “Agreement”), including the following terms and conditions:

ARTICLE 1. INTERPRETATION

1.1. "Party A” refers to the Seller, “Party B” refers to the Buyer

1.2. “Both contracting parties” refers to “Party A" and “Party B”.

1.3. Either “IDICO” or "Corporation”, depending on use contexts, refers to Vietnam Housing and Urban Development Corporation;   

1.4. "Share" refers to the charter capital divided into equal parts which are called shares.

1.5. “IDICO’s charter capital” refers to total face value of shares already sold and mentioned in Article 7 herein.

1.6. “Outstanding share” refers to authorized shares for which shareholders have paid IDICO in full.  At the date of registration for establishment of IDICO, outstanding shares are defined as the gross of shares of different kinds for which bids have already been made.

1.7. “Authorized share” refers to total amount of shares of different types that are offered under the decision of a shareholders' general meeting. The amount of authorized shares of IDICO determined on the enterprise registration date refers to total shares that IDICO intends to sell, including shares that have been or have not been bidden.

1.8. “Residual issued shares” refers to IDICO’s authorized shares and those shares for which shareholders have not yet paid.  At the enterprise registration date, residual issued shares are defined as total amount of shares for which bids have not yet been made.

1.9. “Share dividend” refers to net profit paid for each share in cash or other property by the profit that IDICO retains after fulfilling financial obligations;

1.10. “Parent company” refers to IDICO falling into one of the following cases:

a. It is accorded the sole owner’s rights over another company;

b. It owns more than 50% of another company's charter capital;

c. It has the right to directly or indirectly decide to appoint a majority or all of members of the Governing Board, the Board of Directors or General Director of another company;

d. It is vested with rights to make approval decisions on revision and modification of another company’s Charter;

e. It has other controlling rights as agreed upon between IDICO and other enterprise which are mentioned in the Charter of the enterprise which IDICO controls;

1.11. “Subsidiary” refers to enterprises falling into cases referred to in point 1.10 of this Article, organized in a form of single-member limited liability company, joint stock company, multiple-member limited liability company, joint venture company or overseas establishments.

1.12. “Associate company” refers to an enterprise in which IDICO has shares or contributed capital which accounts for less than 50% of the former’s charter capital. Associate companies are organized and operate under the Law on Enterprises and other provisions of relevant laws.

1.13. “Other enterprise” refers to enterprises in which IDICO holds shares and makes capital contributions.

1.14. “Member entity” refers to subsidiaries, associate companies and dependent accounting entities under IDICO’s control, such as branches and representative offices, etc.

1.15. “Authorized representative of IDICO’s part of equity contributed to other enterprise" refers to a person authorized by IDICO in writing or under an agreement to carry out IDICO’s rights, responsibilities and obligations at other enterprises in accordance with laws and IDICO’s Charter, hereinafter referred to as Representative.

ARTICLE 2. OFFERED SHARES AND CONTRACT VALUE

By this document, PARTY A agrees to sell and PARTY B agrees to buy shares of the Parent Company – IDICO – Joint Stock Company according to the following information: 

1.1. Names of shares sold/purchased: The Parent Company – IDICO – Joint Stock Company (IDICO).

1.2. Types of shares: Ordinary shares; shares subject to transfer restrictions within 10 years from the date on which the newly-established joint stock company is granted the initial enterprise registration certificate.

1.3. Face value/ price: 10,000 VND/share.

1.4. Charter capital of the issuing body: 3,000,000,000,000 dong.

1.5. Proportion of capital purchased/sold: …………………………..% of the charter capital.

1.6. Amount of shares sold/purchased: ……………………… shares (in words:………………thousand of shares).

1.7. Selling/buying prices of shares: ………………………. dong/share (in words: ………………… dong per a share)

1.8. Total contract value (transaction value): ………..dong (in words:……million dong)

ARTICLE 3. METHOD OF EXECUTION AND PAYMENT PERIOD

3.1. Execution method

a. Guarantee: In order to guarantee the right to purchase shares under the provisions of the Decision No. 866/QD-BXD dated August 21, 2017 of the Minister of Construction on approval of criteria, procedures for selection of strategic investors, method of sale of shares to strategic investors in the course of carrying out the plan for equitization of the Parent Company – IDICO, PARTY B has provided PARTY A with the letter of guarantee or the account freezing notice of the Bank or the Credit Institution ………………. with the sum of…………………….dong (in words: ………………) that is valid for 6 months;

b. Deposit: In order to secure the right to purchase shares according to relevant regulations, PARTY B has already paid a deposit of ………………………..dong (in words:…………………), equivalent to …………………….% of value of shares that PARTY B has applied to purchase (the minimum deposit must account for 20% of value of shares to be purchased) to PARTY A, into the account No…………………….at the Bank……………………….of PARTY A on (dd/mm/2017);

3.2. Payment period

a. Within 10 (ten) working days of the signature date, PARTY B shall be obliged to pay the remaining costs of purchase of shares (total contract value minus the deposit) to PARTY A with the sum of ………………….dong (in words: ……………) following instructions given in 4.3 of Article 4 of the Agreement;

b. Within 10 (ten) working days from the date on which PARTY A receives the remaining contractual amount, PARTY A shall be responsible for promptly sending a written request for release of the guarantee amount and freezing of the account for PARTY B at the bank………………….. (or the credit institution ………………………….) that has issued such account to PARTY A; 

c. Within 30 working days of PARTY B’s receipt of the initial enterprise registration certificate for their business activities carried out in a form of a joint stock company, PARTY A shall be responsible for implementing procedures required for grant of the Share Ownership Certificate to PARTY B.

ARTICLE 4. PAYMENT METHOD

4.1. Payment currency: Vietnam Dong.

4.2. Payment form: Wire transfer

4.3. PARTY B shall pay PARTY A costs of purchase of shares as provided in paragraph 3.2 of Article 3 herein according to the following instructions:

- Beneficiary: Vietnam Housing and Urban Development Corporation – Single-member Limited Liability;

- Account number: ……………………………………………………………………………………;

- Opened at: Bank ………………………………………………………………………………;

- Wire transfer information: Paying costs of purchase of shares of Vietnam Housing and Urban Development Corporation – Joint Stock Company;

- Amount of shares to be purchased……………………………shares.

4.4. Penalties for late payment

a. In cases where PARTY B violates the agreed-upon payment due date as stated in paragraph 3.2 of Article 3 herein, PARTY B will be subject to penalty for such late payment as follows:

- A monetary penalty accounting for 2% of total contract value is imposed for 1 day late.

- A monetary penalty accounting for 5% of total contract value is imposed for between 2 days and 5 days late (including national holidays and other permissible days-off).

b. In cases where PARTY B’s late payment on costs of purchase of shares exceeds 5 days as specified in paragraph 3.2 of Article 3 herein, in addition to the monetary penalties for late payment referred to in subparagraph a of paragraph 4 of Article 4 herein, PARTY B shall be deprived of the right to purchase shares and lose the deposit already paid to PARTY A. 

ARTICLE 5. RIGHTS AND OBLIGATIONS OF PARTY A

5.1. PARTY A’s rights

5.1.1. Request PARTY B to fulfill agreed obligations;

5.1.2. Request PARTY B to provide necessary information prescribed in Vietnam’s domestic laws in force;

5.1.3. Request PARTY B to pay contract price in full in accordance with provisions laid down in Article 3 and 4 herein.

5.2. PARTY A’s obligations

5.2.1. Fulfill their agreed obligations;

5.2.2. Carry out procedures for grant of the Share Ownership Certificate to PARTY B in accordance with laws;

5.2.3. Provide PARTY B with documents evidencing approval of results of PARTY A’s agreement to offer shares to PARTY B from the Minister of Construction;

5.2.4. Within 30 working days of PARTY A’s receipt of the business registration certificate for their business activities carried out in a form of a joint stock company, PARTY A shall be responsible for implementing procedures required for grant of the Share Ownership Certificate to PARTY B.

5.2.5. PARTY A shall be liable for costs associated with grant of the Share Ownership Certificate to PARTY B.

5.2.6. Bear responsibility for the fact that PARTY A is a legal person established legally and existing in effect according to Vietnam's domestic laws and have full rights and powers to sign and carry out this Agreement.

5.2.7. Cooperate with PARTY B in carrying out plans or strategies aiming at assisting PARTY A in their business after equitization.

ARTICLE 6. RIGHTS AND OBLIGATIONS OF PARTY B

6.1. PARTY B’s rights

6.1.1. Request PARTY A to fulfill agreed obligations;

6.1.2. Request PARTY A to complete procedures required for granting the Share Ownership Certificate by the time limit set forth in paragraph 5.2.4 of Article 5 herein;

6.1.3. Enjoy all rights and obligations arising from the amount of shares that they have purchased from the date on which PARTY B becomes an official shareholder of PARTY A;

6.1.4. Have other rights agreed upon in this Agreement and prescribed in laws.

6.1.5. Enjoy ownership interests, enjoy and assume all of rights and obligations of a shareholder in accordance with laws, the Joint Stock Company’s Charter after completion of procedures for sale and purchase of shares. 

6.2. PARTY B’s obligations

6.2.1. Fulfill their agreed obligations;

6.2.2. Ensure conformance to regulatory requirements for becoming PARTY A’s strategic investor in accordance with laws;

6.2.3. Provide necessary documents and information required by PARTY A in order to perform share deals;

6.2.4. Pay costs of purchase of shares in full as provided in paragraph 3.2 of Article 3 herein;

6.2.5. Carry out payment methods and pay fines for late payment as provided in Article 4;

6.2.6. Bear responsibility for the fact that PARTY B is a legal person established legally and existing in effect according to Vietnam's domestic laws and have full rights and powers to sign and carry out this Agreement;

6.2.7. Build long-term interest-based connection with PARTY A and support PARTY A after equitization in terms of new technology transfer; personnel training; financial capacity enhancement; corporate governance;…; development of product consumption markets related to main economic sectors and industries of PARTY A;

6.2.8 Not transfer purchased shares within at least 10 (ten) years from the date on which the joint stock company is granted the initial enterprise registration certificate for its business under the Corporate Law. In special cases where these shares need to be transferred before such prescribed duration, the transfer approval decision issued in a shareholders' general meeting attended by shareholders representing at least sixty five percent (65%) of voting shares (a shareholders' general meeting held in a form of collection of written opinions from shareholders is not accepted) must be sought.

6.2.9. Ensure IDICO’s stable growth is upheld and the approved growth strategy is continued to be carried out till 2020;

6.2.10. Continue to maintain IDICO’s main sectors, industries and brand after equitization within at least 10 years from the date of IDICO's official transformation into a joint stock company;   

6.2.11. Continue to re-employ all staff members as prescribed in the equitization plan approved by the Prime Minister within at least 5 years and provide re-training for the existing staff to ensure they can meet new job requirements;

6.2.12 Not engage in any conflicts of interest with PARTY A’s approved growth strategy;

6.2.13. Costs related to sale and purchase of shares shall fall within PARTY B’s responsibilities and shall be paid by PARTY B;

6.2.14. PARTY B shall be held responsible for provision of accurate and authentic information about their financial, accounting and other data (if such provision is appropriate and legally permissible) during the process of both parties’ negotiation and discussion about investment partnership;

6.2.15. In addition, PARTY B shall be responsible for carrying out other commitments as stated in the application for participation in purchase of strategic investor’s shares that PARTY B has submitted to PARTY A. 

ARTICLE 7. PARTIES’ COMMITMENTS

7.1. PARTY A hereby undertakes that:

7.1.1. Conclusion and execution of this Agreement on the PARTY A's side have been validated by all internal procedures of PARTY A that are necessary for such activities;

7.1.2. Conclusion of this Agreement or implementation or compliance with terms and conditions of this Agreement shall not lead to any discrepancy or any violation against terms and conditions or regulations of any agreement or document or other arrangement to which PARTY A is a party or is bound, or shall not result in any violation against Vietnam’s domestic laws.

7.2. PARTY B hereby undertakes that:

7.2.1. Conclusion and execution of this Agreement are conformable to laws and statutes of PARTY B;

7.2.2. PARTY B has full capacity and conditions prescribed in laws to sign this Agreement. Conclusion of this Agreement or implementation or compliance with terms and conditions of this Agreement shall not lead to any discrepancy or any violation against terms and conditions or regulations of any agreement or document or other arrangement to which PARTY B is a party or is bound, or shall not result in any violation against Vietnam’s domestic laws.

ARTICLE 8. CONTRACT TERMINATION

8.1. This Agreement shall be valid from the date on which both parties legally sign and stamp it and shall be terminated after both parties discharge their agreed obligations or shall be terminated early in the following cases, depending on whichever comes first:

8.1.1. PARTY A may terminate this Agreement upon the request of a competent regulatory authority;

8.1.2. PARTY A may unilaterally terminate this Agreement if PARTY B violates payment terms referred to in paragraph 3.2 of Article 3 and Article 4 herein.

8.1.3. PARTY A may terminate this Agreement due to “Force majeure" events by informing PARTY B in writing. For the purposes of this Article, "force majeure event" is defined as any event taking place beyond PARTY A’s control and leading to PARTY A’s failure to discharge their agreed obligations;

8.2. Liabilities upon termination

8.2.1. In the cases of contract termination referred to in subparagraphs 8.1.1 and 8.1.2 above, PARTY A shall be obliged to refund PARTY B a sum that PARTY B has paid for purchase of shares under this Agreement within 10 (ten) working days from the date of termination and each Party shall be liable for their costs incurred from execution of this Agreement at their own expenses as of the date of termination. After such time limit, PARTY A shall be liable for interest calculated at the rate equaling 150% of the borrowing interest rate quoted by the Commercial Bank of Vietnam at the time of payment which is applied to total late payment sum and actual days of late payment;

8.2.2. If PARTY A terminates this Agreement without falling into cases specified in paragraph 1 of Article 8 herein, PARTY A shall be obligated to refund PARTY B the deposit for execution of this Agreement. 

ARTICLE 9. DISPUTE RESOLUTION

9.1. This Agreement is governed and interpreted by Vietnam’s domestic laws;

9.2. All disputes likely to arise from this Agreement shall be negotiated in a respectful and equal manner to guarantee mutual benefits. If the parties are not able to resolve their dispute through counseling and mediation, they may file the dispute with the Court having relevant jurisdiction as provided in laws. 

ARTICLE 10. CONFIDENTIALITY

No party shall be allowed to reveal or publicly disclose or provide information about this Agreement for mass media without prior consent from the other Party, unless otherwise permitted by laws. Parties may agree on the time and contents of information to be publicly disclosed.

ARTICLE 11. OTHER CLAUSES

11.1. In the course of execution of this Agreement, the Parties may negotiate about revision thereof (in particular, if PARTY A wishes to revise this Agreement, they must send a written report to the Minister of Construction on draft amendments or modifications to seek his/her approval before negotiating with PARTY B about these amendments or modifications). All amendments or modifications of this Agreement may be carried out after receipt of agreement between Parties and must be made in writing with signatures of both parties. Documents stating these amendments or modifications shall constitute an integral part of this Agreement;

11.2. Rights and obligations of each Party in this Agreement shall be separate and shall not be transferred or assigned to any other person without written consent from the other Party;

11.3. PARTIES shall undertake that they and other entities or persons inheriting rights and responsibilities of these parties must strictly comply with regulations laid down herein without any complaint.  This Agreement shall be binding and enforceable to Parties and successors, and shall not allow PARTIES to withdraw from commitments made herein without Parties' permission.

11.4. Annulment of any clause of this Agreement shall not affect other clauses;

11.5. This Agreement shall be in force from the signature date and shall continue its effect until termination as provided in Article 8 hereof on condition that all respective obligations in case of termination are fulfilled by PARTIES;

11.6. This Agreement composed of ………..(……………) pages is made into 10 (ten) Vietnamese copies having equal value and each Party keeps 4 (four) copies, including 2 (two) copies sent to the Ministry of Construction (via the Department of Business Administration as the liaison agency). Both Parties have read and thoroughly understood contents of this Agreement and have undertaken to comply with clauses of this Agreement.    /.