Circular No. 131/2010/TT-BTC guiding the implementation of the Regulations on foreign investors' capital contribution and share purchase in Vietnamese enterprises.

CIRCULAR

Guidelines for Implementing the Regulations on Foreign Investment Contribution and Share Purchase in Vietnamese Enterprises

đầu tư nước ngoài trong các doanh nghiệp Việt Nam

Pursuant to the Decree No. 118/2008/NĐ-CP dated November 27, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Pursuant to Decision No. 88/2009/QĐ-TTg dated June 18, 2009 of the Prime Minister promulgating the Regulations on Foreign Investment Contribution and Share Purchase in Vietnamese Enterprises;

The Ministry of Finance issues guidelines for certain provisions of the Regulations on Foreign Investment Contribution and Share Purchase in Vietnamese Enterprises as follows:

PART I
GENERAL PROVISIONS

1. This Decree adjusts the pension levels, social insurance benefits, and monthly allowances for individuals receiving pensions, social insurance benefits, and monthly allowances prior to July 1, 2023, including:

1. Foreign organizations:

a) Organizations established and operating under foreign laws, branches of these organizations abroad and in Vietnam.

b) Organizations established and operating in Vietnam with a foreign participation ratio exceeding 49% of the charter capital.

c) Investment funds, securities companies with a foreign participation ratio exceeding 49% of the charter capital.

2. Foreign individuals are those who do not hold Vietnamese citizenship, residing abroad or in Vietnam.

A foreign investor who holds both Vietnamese and foreign citizenship shall be considered a domestic investor unless otherwise provided by law, in which case such provisions shall apply.

3. Representatives of foreign investors as stipulated in Clause 1 and 2, Article 3, Part I of this Circular.

4. Vietnamese enterprises as defined in Clause 2, Article 2 of the Regulations on Foreign Investment Contribution and Share Purchase in Vietnamese Enterprises issued together with Decision No. 88/2009/QĐ-TTg dated June 18, 2009 of the Prime Minister (hereinafter referred to as the Regulations issued together with Decision No. 88/2009/QĐ-TTg).

5. Shareholders holding shares in joint-stock companies; contributors in limited liability companies; general partners and contributors in limited partnership companies; owners of private enterprises.

Article 2. Scope of Regulation

This Circular guides the procedures for foreign investment contribution and share purchase in Vietnamese enterprises in the forms prescribed in Clause 1 and sub-clause a, c, d of Clause 2, Article 4 of the Regulations issued together with Decision No. 88/2009/QĐ-TTg (excluding the form of purchasing shares in listed public companies and unlisted public companies on the Stock Exchange).

In cases where foreign investment contribution and share purchase in Vietnamese enterprises operating in certain sectors are regulated by specialized laws or commitments in international treaties to which Vietnam is a party, different from the provisions of this Circular, such activities shall be carried out in accordance with the specialized laws or international treaties.

Foreign investors purchasing shares of listed public companies and unlisted public companies on the Stock Exchange shall comply with current securities laws.

Foreign investors purchasing shares for the first time of state-owned enterprises undergoing equitization shall comply with current laws on converting state-owned enterprises into joint-stock companies.

Activities of foreign investment not covered by this Circular include those specified in Clause 4, Article 1 of the Regulations issued together with Decision No. 88/2009/QĐ-TTg. However, regarding the amount of investment contribution and share purchase by foreign investors, it must comply with the provisions of Article 3 of the Regulations issued together with Decision No. 88/2009/QĐ-TTg.

Article 3. Representatives of foreign investors and persons directly conducting transactions for capital contribution and share purchase for foreign investors

1. Authorized representatives of foreign organizations:

a) The Chairman of the Board of Directors or General Director (Director) of the foreign organization.

b) Persons authorized under the charter of the foreign organization to sign documents and procedures related to capital contribution, share purchase, and related activities within the scope and authority granted.

c) Persons authorized in writing by the Chairman of the Board of Directors or General Director (Director) of the foreign organization.

2. Foreign investors may authorize representatives to conduct transactions in Vietnam through authorization documents (power of attorney contracts, trust contracts, investment designation contracts, etc.) to carry out capital contribution and share purchase activities in Vietnamese enterprises, in accordance with the principles stipulated in Clause 1, Point 2.2, Clause 2, Article 4, Chapter II of this Circular.

Representatives of foreign investors conducting transactions in Vietnam include:

a) Legal entities established and operating under Vietnamese law, permitted to perform investment brokerage, investment advisory, investment trust, securities brokerage, and portfolio management services (hereinafter referred to as representative organizations in Vietnam); or:

b) Individuals who are Vietnamese citizens or foreigners residing in Vietnam, meeting the following conditions: having full civil capacity, not currently serving a prison sentence or being prohibited from engaging in business by a court; having experience working in the financial investment and banking sector; holding at least one relevant professional certificate (securities broker certificate, financial analysis certificate, fund management certificate, etc.); not simultaneously working for any of the representative organizations specified in Subparagraph a, Clause 2 of this Article (hereinafter referred to as individual representatives in Vietnam).

3. Persons directly conducting transactions: are those directly conducting transactions related to the capital contribution and share purchase activities of foreign investors in Vietnamese enterprises.

a) Persons directly conducting capital contribution and share purchase transactions of foreign organizations in Vietnamese enterprises: are authorized representatives of foreign organizations; or individuals assigned by representative organizations in Vietnam (in cases of authorization) to directly conduct capital contribution and share purchase transactions.

b) Persons directly conducting capital contribution and share purchase transactions of foreign individuals in Vietnamese enterprises: are foreign individuals; or individual representatives in Vietnam (in cases of authorization for individuals); or individuals assigned by representative organizations in Vietnam (in cases of authorization for organizations) to directly conduct capital contribution and share purchase transactions.

PART II
PRINCIPLES AND CONDITIONS FOR FOREIGN INVESTORS TO PARTICIPATE IN CAPITAL CONTRIBUTION AND SHARE PURCHASE

MUA CỔ PHẦN ĐỐI VỚI NHÀ ĐẦU TƯ NƯỚC NGOÀI

Article 4. Principles for Implementing Capital Contribution and Share Purchase

1. For foreign investors participating in both the Vietnamese securities market and capital contribution and share purchase in Vietnamese enterprises that are not public companies: the procedures and processes for implementing capital contribution and share purchase in Vietnamese enterprises (including both public and non-public companies) shall be carried out according to the current regulations on the operational rules of foreign investors in the Vietnamese securities market (currently Decision No. 121/2008/QD-BTC dated December 24, 2008 of the Minister of Finance) and the provisions of this Circular.

2. For foreign investors not participating in the Vietnamese securities market, the implementation of investments shall be conducted in the following forms:

2.1. Foreign organizations (through authorized representatives), and foreign individuals directly conducting capital contribution and share purchase in Vietnamese enterprises.

2.2. Foreign organizations and foreign individuals authorizing representatives in Vietnam in accordance with Clause 2, Article 3, Chapter I of this Circular through authorization documents to carry out capital contribution and share purchase activities in Vietnamese enterprises, as follows:

a) Foreign organizations specified in Subparagraph a, b, Clause 1, Article 1, Chapter I of this Circular may only authorize representative organizations in Vietnam; they may not authorize individual representatives in Vietnam.

b) Foreign organizations specified in Subparagraph c, Clause 1, Article 1, Chapter I of this Circular may not authorize either representative organizations or individual representatives in Vietnam.

c) Foreign individuals may authorize representative organizations in Vietnam, or authorize individual representatives in Vietnam. Individual representatives in Vietnam can only carry out capital contribution and share purchase activities for foreign individuals under the name of the foreign individual.

3. The level of capital contribution and share purchase by foreign investors (including additional capital contributions from repurchasing capital contribution rights, share purchase rights, and warrant rights) in Vietnamese enterprises (including purchases from existing shareholders and stockholders) must comply with the ratio stipulated in Article 3 of the Regulation issued together with Decision No. 88/2009/QD-TTg.

Article 5. Conditions for participation in capital contribution and purchase of shares in Vietnamese enterprises (applicable to foreign investors not participating in the Vietnamese securities market)

1. For foreign investors who are organizations:

1.1. Have a capital investment account opened at a commercial bank in Vietnam. All activities related to buying and selling shares, transferring capital contributions, receiving and using dividends and profits, transferring money abroad, and other activities related to investing in Vietnamese enterprises must be conducted through this account. The opening, closing, use, and management of the capital investment account must comply with relevant legal provisions.

1.2. Possess the following documents:

a) For foreign investors specified in paragraph a, Clause 1, Article 1, Part I of this Circular:

- A certified true copy of the Business Registration Certificate or Investment License, or equivalent document issued by the competent authority in the country where the organization was established or registered to conduct business; or the Tax Registration Certificate of the tax authority where the organization was established or registered to conduct business; or the Business Registration Certificate of the branch in Vietnam (if there is a branch in Vietnam).

- In case of authorization to a representative organization in Vietnam: an additional certified true copy of the power of attorney from the foreign investor to the representative organization in Vietnam and a certified true copy of the Business Registration Certificate of the representative organization in Vietnam.

- Documents related to the person directly conducting the transaction.

b) For foreign investors specified in paragraph b, Clause 1, Article 1, Part I of this Circular:

- A certified true copy of the Business Registration Certificate, or Investment License when the Investment License also serves as the Business Registration Certificate.

- In case of authorization to a representative organization in Vietnam: an additional certified true copy of the power of attorney from the foreign investor to the representative organization in Vietnam and a certified true copy of the Business Registration Certificate of the representative organization in Vietnam.

- Documents related to the person directly conducting the transaction.

c) For foreign investors specified in paragraph c, Clause 1, Article 1, Part I of this Circular:

- A certified true copy of the Business Registration Certificate of the securities investment company; the Business Registration Certificate of the fund management company, and related documents regarding the establishment of the securities investment fund.

- Documents related to the person directly conducting the transaction.

2. For foreign investors who are individuals:

2.1. Have a capital investment account opened at a commercial bank in Vietnam. All activities related to buying and selling shares, transferring capital contributions, receiving and using dividends and profits, transferring money abroad, and other activities related to investing in Vietnamese enterprises must be conducted through this account. The opening, closing, use, and management of the capital investment account must comply with relevant legal provisions.

2.2. Possess the following documents:

- Criminal record (certified and apostilled) and a certified true copy of the valid passport.

- In case of authorization to a representative in Vietnam: an additional certified true copy of the power of attorney from the foreign individual to the representative in Vietnam, a certified true copy of the Business Registration Certificate of the representative organization in Vietnam (if the representative is an organization), and documents related to the person directly conducting the transaction.

3. Documents related to the person directly conducting the transaction:

3.1. For the person directly conducting the transaction who is a Vietnamese citizen:

a) Information sheet about the person directly conducting the transaction, confirmed by the competent authority (local government or the organization where the individual works), including the following contents:

- Related to curriculum vitae: name, age, gender, nationality, permanent residence registration, current place of residence, contact address, contact phone number, professional qualifications, workplace, position and role at the workplace...

- Scope of work, authority, and responsibilities assigned to the person directly conducting the transaction and other related contents.

b) A certified true copy of the identity card or valid passport.

3.2. For the person directly conducting the transaction who is a foreign citizen residing in Vietnam:

a) Information sheet about the person directly conducting the transaction, certified and apostilled, including the following contents:

- Related to curriculum vitae: name, age, gender, nationality, permanent residence registration location, place of residence in Vietnam, place of residence abroad, contact address, contact phone number, professional qualifications, workplace, position and role at the workplace...

- Scope of work, authority, and responsibilities assigned to the person directly conducting the transaction and other related contents.

b) Criminal record (certified and apostilled) and a certified true copy of the valid passport.

3.3. In case the person directly conducting the transaction is a representative in Vietnam: the information sheet includes additional contents meeting the conditions stipulated in paragraph b, Clause 2, Article 3, Part I of this Circular, and additional documents include a certified true copy of one of the relevant professional certificates related to providing services for capital contribution and share purchase.

4. In addition to ensuring the conditions set out in Clauses 1, 2, and 3 of this Article, foreign investors must ensure the following:

- Conditions applicable to foreign investors when contributing capital and purchasing shares in Vietnamese enterprises operating in sectors and industries requiring special conditions; industries and businesses that require professional certificates.

- Other conditions (if any) stipulated in the articles of association of the Vietnamese enterprise in which the foreign investor contributes capital and purchases shares, and ensures compliance with legal regulations.

Chapter III
FORMS OF CAPITAL CONTRIBUTION AND SHARE PURCHASE BY

FOREIGN INVESTORS IN VIETNAMESE ENTERPRISES

Article 6. Forms of capital contribution to limited liability companies

1. Foreign investors purchasing shares, rights to contribute capital of members of limited liability companies with two or more members, or contributing capital to such companies to become new members of limited liability companies with two or more members.

2. Foreign investors purchasing part of the contributed capital of a single-member limited liability company, or contributing capital to a single-member limited liability company to convert it into a limited liability company with two or more members and become a member of such a company.

3. A foreign investor purchasing the entire charter capital of the owner of a single-member limited liability company to become the new owner of the single-member limited liability company.

4. Two or more foreign investors purchasing the entire charter capital of the owner of a single-member limited liability company to convert it into a limited liability company with two or more members and become the new owners of such a company.

5. A foreign investor purchasing the entire contributed capital of members of a limited liability company with two or more members to convert it into a single-member limited liability company and become the new owner of the single-member limited liability company.

6. Multiple foreign investors purchasing part of the contributed capital, or adding capital to a single-member limited liability company, a limited liability company with two or more members to convert them into joint-stock companies and become shareholders of the joint-stock company.

Article 7. Forms of capital contribution to partnership companies

1. Foreign investors (organizations or individuals) purchasing shares, rights to contribute capital of capital-contributing members in a partnership company, or contributing capital to a partnership company to become new capital-contributing members in the partnership company.

2. Foreign individual investors purchasing shares, rights to contribute capital of general partners in a partnership company, or contributing capital to a partnership company to become new general partners, after obtaining the approval of the remaining general partners.

Article 8. Forms of capital contribution to private enterprises

1. Foreign investors purchasing part of the capital of the owner of a private enterprise to convert the private enterprise into a limited liability company with two or more members and become a member of the limited liability company with two or more members.

2. Foreign investors contributing capital with the owner of a private enterprise to convert the private enterprise into a limited liability company with two or more members and become a member of the limited liability company with two or more members.

Article 9. Forms of purchasing shares

1. Foreign investors purchasing shares issued for the first time for shareholders who are not founding shareholders of a joint-stock company.

2. Foreign investors purchasing shares from the number of shares available for sale, treasury shares, additional issued shares of a joint-stock company.

3. Foreign investors purchasing shares, rights to purchase shares of shareholders in a joint-stock company, including purchasing ordinary shares of founding shareholders after being approved by the General Shareholders' Meeting to become founding shareholders of the joint-stock company.

4. Foreign investors purchasing dividend-preferred shares, redemption-preferred shares, and other preferred shares in a joint-stock company when the company's articles of association provide for it or when decided by the General Shareholders' Meeting.

5. A foreign investor purchasing the entire number of shares of shareholders in a joint-stock company to convert the joint-stock company into a single-member limited liability company and become the owner of the single-member limited liability company.

Chapter IV
IMPLEMENTATION OF CAPITAL CONTRIBUTION AND SHARE PURCHASE

Article 10. Cases of receiving capital contributions and selling shares to foreign investors

Vietnamese enterprises shall receive capital contributions and sell shares to foreign investors in the following cases:

1. Increasing registered capital, expanding operations, and attracting foreign investors with financial capacity, corporate management skills; transferring new technology, supplying raw materials, developing product consumption markets; establishing long-term interests with the enterprise to become strategic investors of the enterprise.

2. Changing ownership structure through the following actions:

a) Transferring (selling) part of the capital contribution (for limited liability companies, joint-stock companies, and private enterprises).

b) Selling newly issued shares to shareholders who are not founding shareholders, shares from the number of shares available for public offering, treasury shares (for joint-stock companies).

c) Selling part of the capital while simultaneously increasing registered capital.

3. Converting the enterprise according to the forms prescribed in Articles 6, 8, and 9 of Chapter III of this Circular.

4. Shareholders contributing capital or shareholders owning shares may sell their capital contributions according to personal purposes and needs, or pursuant to decisions of competent authorities within the enterprise aimed at serving the operational objectives of the enterprise.

Article 11. Authority to decide on receiving capital contributions and selling shares to foreign investors

1. For limited liability companies with two or more members and joint-stock companies:

1.1. In the case where the enterprise increases its capital and/or transfers part of its capital: the chairman of the board of members or the general director (director) of the company (as stipulated in the company's articles of association) shall develop and submit to the board of members for approval the plan to raise capital, including the content of receiving capital contributions from foreign investors.

1.2. For shareholders of limited liability companies with two or more members: shareholders have the right to transfer their capital (including the right to contribute additional capital when the company increases its registered capital) to others, including foreign investors, after requesting the company to purchase it or offering it to other remaining shareholders in the company but the company or other remaining shareholders do not buy it or do not buy it all, as provided for in Articles 43, 44, and 45 of the Enterprise Law.

1.3. For shareholders in joint-stock companies: shareholders have the right to transfer their capital contributions, including the right to contribute additional capital (when the company increases its registered capital), to others, including foreign investors.

1.4. For managing shareholders in joint-stock companies: managing shareholders can only transfer part or all of their capital contributions in the company to others, including foreign individuals, after obtaining the consent of the remaining managing shareholders.

2. For single-member limited liability companies: the general director (director) of the company (as stipulated in the company's articles of association) shall develop and submit to the company owner for approval the plan to raise capital, including the content of receiving capital contributions from foreign investors.

In the case where the company owner is also the general director (director) of the company, the company owner shall assign a functional unit within the company to develop the plan to raise capital, including the content of receiving capital contributions from foreign investors. The company owner shall decide and bear full responsibility for this decision in accordance with the provisions of the law.

3. For private enterprises: the owner of the private enterprise shall decide and bear full responsibility for selling part of the capital or raising capital contributions from foreign investors in accordance with the provisions of the law.

4. For operating joint-stock companies:

4.1. In the case of issuing additional shares to increase registered capital: the board of directors or the general director (director) of the company shall develop and submit to the general meeting of shareholders or the board of directors (in accordance with the Enterprise Law and the company's articles of association) for approval the plan to issue additional shares to increase registered capital, including the content of selling shares to foreign investors.

4.2. In the case of selling newly issued shares to non-founding shareholders, shares from the number of shares available for public offering, treasury shares:

a) If the company's articles of association provide for the proportion of capital contributions from foreign investors in accordance with the provisions of Article 3 of the Regulation issued together with Decision No. 88/2009/QĐ-TTg: the board of directors or the general director (director) of the company (as stipulated in the company's articles of association) shall assign a functional unit within the company to develop the plan to sell shares to foreign investors. The board of directors or the general director (director) of the company (as stipulated in the company's articles of association) shall decide the plan to ensure the proportion specified in the company's articles of association.

b) If the company's articles of association do not specify the proportion of capital contributions from foreign investors: based on operational needs and the company's articles of association, the board of directors shall develop the plan to sell shares to foreign investors and submit it to the general meeting of shareholders for decision; or the general director (director) of the company shall develop the plan to sell shares to foreign investors and submit it to the board of directors for decision, ensuring the proportion specified in Article 3 of the Regulation issued together with Decision No. 88/2009/QĐ-TTg.

4.3. For ordinary shareholders and founding shareholders:

a) For ordinary shareholders: they have the right to transfer their shares (including the right to purchase additional shares when the company increases its registered capital) to other shareholders and to persons who are not shareholders, including foreign investors.

b) For founding shareholders:

- Within three years from the date the company was granted the business registration certificate, founding shareholders may only transfer their ordinary shares to persons who are not founding shareholders, including foreign investors, with the approval of the general meeting of shareholders. In this case, the shareholder intending to transfer the shares does not have the right to vote on the transfer of those shares, and the foreign investor becomes a founding shareholder of the company upon completion of the share purchase.

- After three years from the date the company receives its business registration certificate, founding shareholders have the right to transfer their ordinary shares to non-founding shareholders, including foreign investors.

c) The transfer of shares to foreign investors by ordinary shareholders and founding shareholders must comply with the ratio specified in Article 3 of the Regulation issued together with Decision No. 88/2009/QĐ-TTg.

4.4. For dividend-preferred shares, capital-repayment-preferred shares, and other preferred shares: foreign investors may purchase them when the Company Charter provides for it or when decided by the General Meeting of Shareholders (including purchases from preferred shareholders).

5. For Vietnamese enterprises with state-owned capital contributions:

The authority to decide on increasing or decreasing state-owned capital and the responsibilities of the state-owned capital representative when Vietnamese enterprises accept capital contributions or sell shares to foreign investors shall be carried out in accordance with relevant laws.

Article 12. Capital-raising plans, combination/or transfer of part of the capital contribution, sale of shares of Vietnamese enterprises related to foreign investors

Depending on actual conditions and needs of the enterprise, in the capital-raising plan, combination/or transfer of part of the capital contribution, sale of shares (hereinafter referred to as the plan) to be submitted to the competent authority of the enterprise for approval, additional contents related to foreign investors should be included:

1. The expected proportion of foreign direct investment to be raised; the amount of capital expected to be transferred (sold) to foreign investors; the number of shares and types of shares expected to be sold to foreign investors.

2. Implementation methods applicable to foreign investors: auction, direct negotiation, or tender.

2.1. Auction method: through the Stock Exchange or organizations with the function of providing auction services, or at the enterprise raising capital, ensuring transparency, fairness, and equality in accordance with the law on auctions.

2.2. Direct negotiation method, tender method:

a) The direct negotiation method applies based on preliminary negotiations with foreign investors regarding capital contribution and share purchase (including negotiations with potential strategic investors).

b) The tender method applies when two or more investors participate in capital contribution and share purchase, and after using the direct negotiation method, the enterprise has not yet selected an investor.

c) In the direct negotiation plan or tender plan, the following additional contents should be included:

- Information about foreign investors currently in preliminary negotiations: name, address, registered capital (for foreign investor organizations), relationship between foreign investors and the enterprise and other enterprises in production and business activities (regarding supply of raw materials, product sales, technology transfer, brand...). Expected strategic investor among negotiating partners.

- If there are two or more foreign investors: content evaluating the impact of each foreign investor if they invest in the enterprise, proposing a selection plan for the enterprise's competent authority to base their decision on choosing a foreign investor (strategic investor).

3. For the increase in registered capital through the form of increased contributions of members or existing shareholders: the plan must include provisions clearly defining the transfer of contribution rights of members or the right to buy shares of existing shareholders to foreign investors.

4. The expected value obtained from capital-raising, transfer of part of the capital contribution; the expected price of selling shares to foreign investors.

5. Payment methods expected to be applied to foreign investors: cash; freely convertible foreign currency or other lawful assets. In cases where contributions or share purchases are made with foreign currency or other assets, the plan must also include contents on the method of converting foreign currency into Vietnamese dong or the method of valuing assets in accordance with Article 5 of the Regulation issued together with Decision No. 88/2009/QĐ-TTg.

6. Other contents consistent with the law and the company charter.

Article 13. Disclosure of Information Before and After Receiving Capital Contributions and Selling Shares

1. In cases conducted through auction: at least seven days before the auction for selling shares or receiving foreign investors' capital contributions, Vietnamese enterprises must complete information disclosure within the enterprise, at the auction site, and on public media with the main contents including: the name and address of the enterprise; the number of shares to be sold/the amount of capital to be contributed; necessary information about the business situation, capital, and fund of the enterprise in the reporting year and the two preceding years; conditions for participating in the auction; payment methods and other related issues.

The auction results must be publicly disclosed no later than five working days from the completion date of the auction.

2. In cases conducted through direct negotiation or bidding: the competent authority of the enterprise approves the plan to decide on the form and content of pre- and post-result information disclosure, ensuring transparency according to the law.

Article 14. Implementation of Capital Contributions and Share Purchases

1. Capital Contributions and Share Purchases of Vietnamese Enterprises:

a) Through Auction or Bidding: Based on the plan approved by the competent authority of the Vietnamese enterprise and stipulated in the auction or bidding regulations, foreign investors provide documents as prescribed in Article 5, Chapter II of this Circular and other documents required under the auction or bidding regulations to the auction or bidding organizing body to carry out the auction of capital contributions or shares.

- In case of auction: the transfer price of the capital contribution portion and the share sale price to foreign investors is the successful bid price stipulated in the Auction Sale Regulation. For strategic investors, it is the average successful bid price or another price approved by the competent authority in the decision-making plan, but not lower than the book value of the capital contribution or share portion at the approval time.

- In case of bidding: the transfer price of the capital contribution portion and the share sale price to foreign investors (including strategic investors) is the winning bid price stipulated in the Bidding Regulation.

b) Through Direct Negotiation: Based on the plan approved by the enterprise's competent authority, foreign investors provide documents as prescribed in Article 5, Chapter II of this Circular and other relevant documents to the Vietnamese enterprise receiving capital contributions or selling shares. The Vietnamese enterprise and foreign investors proceed with further negotiation steps to agree and complete the capital contribution and share purchase procedures.

The transfer price of the capital contribution portion and the share sale price to foreign investors (including strategic investors) is the price approved by the enterprise's competent authority in the decision-making plan, but not lower than the market price at the time of sale; or the book value of the capital contribution or share portion at the approval time if there is no market price.

c) Payment methods, payment forms, determination of rights and obligations of foreign investors when contributing capital or purchasing shares are carried out according to the plan approved by the enterprise's competent authority and relevant laws.

2. Repurchasing Part of the Capital Contribution of Members with Capital Contributions, Repurchasing Shares of Shareholders.

a) Foreign investors repurchase part of the capital contribution, additional capital contribution rights, repurchase shares, and repurchase additional share purchase rights based on agreements with members with capital contributions or shareholders owning shares. The sale price to foreign investors must not be lower than the sale price to domestic investors at the same time.

b) Foreign investors provide Vietnamese enterprises with the necessary documents as prescribed in Article 5, Chapter II of this Circular and other documents specified by the enterprise when handling the procedures for repurchasing part of the capital contribution, additional capital contribution rights, repurchasing shares, and repurchasing additional share purchase rights of contributing members or shareholders owning those shares.

c) Payment methods, payment forms, transfer costs, determination of rights and obligations of foreign investors when repurchasing part of the capital contribution, additional capital contribution rights, repurchasing shares, and additional share purchase rights are carried out according to the enterprise's regulations and relevant laws.

d) Contributing members or shareholders owning shares when transferring capital contributions or selling shares to foreign investors must fully fulfill their responsibilities and obligations according to the enterprise's regulations and relevant laws.

3. In cases where foreign investors contribute capital or purchase shares using foreign currency or other assets: the conversion of foreign currency into Vietnamese Dong or asset valuation is carried out according to the plan approved by the enterprise's competent authority.

Foreign investors contributing capital with assets must transfer ownership of the assets according to Article 29 of the Enterprise Law.

Article 15. Responsibilities of foreign investors and Vietnamese enterprises after completing capital contribution and share purchase

The capital contribution and share purchase by foreign investors related to the conversion of ownership form and business type of the Vietnamese enterprise receiving capital contribution and selling shares shall be subject to the issuance, adjustment, or change of Investment Certificate and Business Registration Certificate; foreign investors and Vietnamese enterprises receiving capital contribution and selling shares must comply with the legal provisions on the conversion of ownership form and business type; procedures for investment certification and business registration; tax obligations, and other relevant regulations.

CHAPTER V
IMPLEMENTATION

Article 16. Effectiveness and Responsibility for Implementation

1. This Circular shall take effect 45 days from the date of signature.

2. Individuals and organizations specified in Article 1 and those related individuals and organizations are responsible for implementing this Circular.

3. During the implementation process, if there are any difficulties, they are requested to report to the Ministry of Finance for research and resolution.