LAWYER IN VIETNAM DR.OLIVER MASSMANN - OUTLINING DOMESTIC AND INTERNATIONAL LEGISLATION (EU – VIETNAM FTA AND CPTPP) AND BUSINESS ENVIRONMENT FOR SEAPORT DEVELOPMENT AND OPERATIONS IN VIETNAM

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DR. OLIVER MASSMANN - Partner, General Director
DUANE MORRIS VIETNAM LLC
OUTLINING DOMESTIC AND INTERNATIONAL
LEGISLATION (EU – VIETNAM FTA AND CPTPP)
AND BUSINESS ENVIRONMENT FOR SEAPORT
DEVELOPMENT AND OPERATIONS IN VIETNAM

2. www.duanemorris.com
AGENDA
• VIETNAM’S ECONOMIC OVERVIEW
• VIETNAM’S INTERGRATION TO REGIONAL AND
WORLD’S ECONOMY
• GUIDE TO MAKE SUCCESSFUL INVESTMENT IN
VIETNAM
• LIST OF PROJECTS CALLING FOR FOREIGN
INVESTMENT
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Vietnam 2018 Economy at a glance
• GDP: US$220.3 billion
• GDP per capita: US$2,385
• GDP Growth: 7.08% (record breaking since 2008)
• Inflation: 3.54%
• Population: About 91.70 million
• Labor force aged 15 and above: 54.61 million
• Total export and import turnover: : >US$482
billion (14% increase compared with 2017)
• Regional Minimum wage (Region I): VND 4.180
million (US$ 180) per month (Jan 2019)
• Vietnam’s average age: 29 years old
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Welcome to the most dynamic country on this
planet : Vietnam!
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Growing middle-class
(doubled by 2020 to
33 million people
according to Boston
Consulting Group)
Fastest-growing ASEAN economy
in 2018 and 2019, as in 2017 –
Standard Chartered Bank predicts

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Increasing Foreign Direct Investment
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Vietnam’s super rich population is growing
faster than anywhere else….
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… and is on track to continue leading
the growth in the next decade

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Communist Vietnam Has More Millionaires
Than Capitalist Philippines
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Female Business Ownership
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* Similar to Thailand, Hong Kong and Switzerland
** Far above Singapore, Myanmar and Indonesia
Source: Mastercard Index of Women Entrepreneurs 2018

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VIETNAM’S INTEGRATION TO
REGIONAL AND INTERNATIONAL
ECONOMY
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Vietnam’s Free Trade Agreements
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ASEAN - China
ASEAN - Korea
ATIGA
ASEAN - India
ASEAN – Australia –
New Zealand
ASEAN - Japan
RCEP
Vietnam - Chile
Vietnam - Korea
Vietnam – Eurasian
Economic Union
Vietnam - EU
Vietnam - EFTA
CPTPP
ASEAN – Hong Kong
Vietnam - Israel
Vietnam - Japan
Signed
In negotiation/
Negotiation concluded
In negotiation

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Comprehensive and Progressive Trans-Pacific
Partnership (“CPTPP”)
• On 8 March 2018, the CPTPP was finally signed in Chile. The
CPTPP accounts for 495 million people representing 13.5% of the
world total economic output - worth a total of $10 trillion.
• CPTPP will lead to an increase of 1.32% in Vietnam’s GDP
• Vietnam will have access to newer markets and can expand their
exports to countries such as Canada, Mexico, and Peru with whom
it does not have a trade agreement.
• Opportunity for Vietnam to re-structure the export market
portfolio, not rely too much on the United States.
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Investor-state dispute settlement (ISDS)
• Through binding arbitration
• Arbitral awards are final, binding and fully enforceable in CPTPP
countries
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EU – Vietnam Free Trade Agreement
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EVFTA AND IPA
• The EVFTA is a new generation free trade agreement between Vietnam
and 28 EU member countries
• On 2nd
December 2015, both Vietnam and the EU concluded the
negotiations.
• On 26 June 2018, the EVFTA was divided into 2 agreements in terms of
trade and investment following the European Court of Justice’s opinion
on the EU – Singapore FTA
• The EVFTA will cover trade issues while investment protection and
investment-related dispute settlement will be under the IPA.
• In August 2018, EU and Vietnam completed the legal review of the
EVFTA and the EU – Vietnam Investment Protection Agreement
(EVIPA).
• The EVFTA is the first comprehensive and ambitious trade and
investment agreements that the EU has ever concluded with a
developing country in Asia16

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EVFTA – Benefits for Vietnam
• Vietnam’s annual economic expansions rate may grow an additional 15%
every year (said Tomaso Andreatta, representative of the European Business
Association in Vietnam (EuroCham), at the Vietnam Business Forum 2014)
• Tariffs for most of Vietnamese export product to the EU will gradually
reduce to 0% and Vietnam’s export to EU is expected to grow about 35%
for next few years
• The real wages of skilled laborers may increase by up to 12% while real
salary of common workers may rise by 13%
• The EVFTA is the legal framework for a more stable relationship in bilateral
trade for Vietnam when competing in the international market
• The EVFTA will generate greater effects, e.g. increased quality of
investment flows from EU, acceleration of the process of sharing expertise
and transfer of green technology and the creation of more employment
activities
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EVIPA
• Applies to covered investment and its investors
“Investment” means every kind of asset which is owned or controlled,
directly or indirectly, by an investor of EU/ Vietnam in the
territory of Vietnam/ EU, which has the characteristics of an
investment (for example, commitment of capital or other
resources, the expectation of gain or profit, the assumption of risk
and a certain duration).
• Investment protection
• Investor-to-State dispute settlement mechanism (“ISDS”)
• EVIPA will replace all bilateral investment agreements between
Vietnam and other EU members
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IPA - Conflict Resolution
• IPA secures a modern reformed investment dispute resolution
standard
• A standing international and fully independent investment tribunal
will be competent to all conflicts about investment protection
provisions (5 year transitional period for Vietnam)
• Decisions of the Tribunal can be appealed to a permanent Appeal
Tribunal
• UNCITRAL rules on transparency in treaty-based investor-state
arbitration are implemented which guarantees a high standard of
juridical transparency
• A final award must be enforced and cannot be questioned by local
jurisdiction
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VIETNAM’S TRANSPORT AND LOGISTICS
SECTORS
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Global logistics performance index*: Vietnam
* How efficiency can countries move goods across and within their borders
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48th
in 2014
64th
in 2016
3rd
in ASEAN after
Singapore and
Thailand
39th
in 2018

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21% in
2018

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Transport infrastructure – Sea route
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45 seaports
272 harbors

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Major ports
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North
North
Central
North
North
Hai Phong
Port
Quang
Ninh Port
Quy Nhon
Port
Da Nang
Cat Lai
Port
Cai Mep –
Thi Vai
Port

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Challenges in the industry
• Existing ports do not meet the demand for cargo receipt and
cannot efficiently support Vietnam’s growth in production output
• Not enough ports able to accommodate big ships. Shipments must
be transited through Singapore, Hong Kong, etc. leading to delays
and cost increase.
• Some overburdened ports with shipments due to underdeveloped
shipping infrastructure cause congestion and serious delays.
• Weak connecting infrastructure such as roads, railways, bridges, or
warehouses.
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Opportunities
• Favorable geographical location
• 3rd
most populous country in ASEAN
• Increasing FDI (from USD24.4 billion in 2016 to
USD35.48 billion in 2018)
• Robust trade activities
• Rising income levels
• Open market access
• Member of the WTO Trade Facilitation Agreement
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WTO ANALYSIS OF LIBERALIZATION
OF MARKET ACCESS
Vietnam ties in first place with Singapore
• *Typical restrictions: number of opened sectors, JV
requirement, limits on foreign-owned shares, permission
requirement
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Country Limitation of
market access*
Country Limitation of
market access*
Malaysia medium Myanmar high
Indonesia medium Cambodia medium
Philippines medium Laos medium
Singapore low India high
Thailand medium China medium
Brunei high Vietnam low

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PPP– BEST INVESTMENT FORM
• Government’s Decree No. 63/2018/ND-CP on Public-Private Partnership: making
projects more bankable
• Easier to obtain more government guarantees
• More fiscal and financial incentives.
• The investor is responsible for contributing and mobilizing capital for the project
implementation, in particular, the ratio of the investor’s capital in the owner’s equity is
determined as follows:
• For projects with total investment amount of up to VND1,500 billion, the equity capital
that the investor must maintain must be at least 20% of the total investment capital;
• For projects with total investment capital of more than VND1,500 billion:
– For investment portion of up to VND1,500 billion: the equity capital that the
investor must maintain must be at least 20% of the total investment capital;
– For investment portion that exceeds VND1,500 billion: the equity capital that the
investor must maintain must be at least 10% of the total investment capital.
There is no capital contribution requirement from the Government side, thus reducing
financial burdens on the Government28

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Government Procurement
• According to Decree 63, tenders for the selection of PPP investors
will follow the Law on Public Procurement.
• Average government procurement in the EU is about 16%
• Vietnam has one of the highest government procurement rates of
all countries worldwide (with about 39%)
• Vietnam is not a member of the Government Procurement
Agreement of the WTO
• Vietnam undertakes to transparency and procedural fairness
regulations
• Investors will get access to a huge market of government
procurement
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Government Procurement
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CPTPP EVFTA
Low High

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Government ProcurementCriteria EVFTA CPTPP
Monetary values that determine whether
procurement by central government is
covered under an agreement
130,000 Special Drawing Rights (SDRs) (US$191,000) from 15 years
since the entry into force of the agreement
Initial transitional threshold: 1.5 million SDRs
130,000 Special Drawing Rights (SDRs) (US$191,000)
from 25 years since the entry into force of the agreement
Initial transitional threshold: 2 million SDRs
Procurement of construction services by
central government entities
Initial threshold: 65.2 million SDRs
After 15 years, 8.5 million SDRs
Initial threshold: 40 million SDRs
After 15 years, 5 million SDRs
Entities covered 22 central government bodies (added the Ministry of Public Security)
42 other entities: added two state-owned enterprises (Vietnam
Electricity and Vietnam Railways) and two universities (Vietnam
National University – Hanoi and Vietnam National University – Ho Chi
Minh City)
Sub-central government coverage: Adds 2 cities: Hanoi and Ho Chi
Minh – expansion of the list within 15 years since the entry into force of
the agreement
21 central government bodies
38 other entities
No sub-central government coverage - expansion of the
list within 3 years since the entry into force of the
agreement
Exclusion of preferences for SMEs Broad exclusion applies only to procurement of goods and services whose
value is estimated at 260,000 SDRs or less and may not be
applied to SMEs with more than 500 permanent full-time
employees.
Application of offsets Based on value of a contract Based on the total value of covered procurement31

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VIETNAM’S COMMITMENTS TO OPEN
MARKET ACCESS IN TRANSPORT SECTOR
TO FOREIGN INVESTORS IN THE AEC,
EU- VIETNAM FTA AND THE CPTPP
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Maritime Transport Services
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WTO =
AFAS =
CPTPP
EVFTA
Low High

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Maritime Transport
Sub-sectors WTO AFAS CPTPP EVFTA
Maritime
transport
services
Mode 3 MA:
joint venture
with
maximum
49% foreign
ownership
Same as WTO Same as WTO Mode 3 MA:
joint venture
with maximum
70% foreign
ownership
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General investment guides to foreign
investment in the port sector
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Investment procedure under 2014 Investment Law
• Under the Investment Law and Enterprise Law: 2 separate steps - Application
for Investment Registration Certificate (“IRC”) and Application for Enterprise
Registration Certificate (“ERC”)
• Step 1: IRC
– IRCs for projects required to obtain preliminary approval of the National
Assembly/ Prime Minister/ People’s Committee are issued within 05
working days upon issuance of such approval
– For other projects, IRCs are issued within 15 days upon receipt of the
application dossier
• Step 2: ERC
– Submit an application dossier to the licensing authority upon issuance of
the IRC
– ERCs are issued within 03 working days upon receipt of the application
dossier
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M&A procedure under 2014 Investment Law
 Appears to be simple under the new Investment Law !!!
Only registration required, no more Investment
Registration Certificate
 Satisfy the requirements for investment
 Submit application dossier
 Assessment by the licensing authority and decision after 15
days
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M&A procedure under 2014 Investment Law
(cont.)
• Port development/ investment is a conditional business
sector.
• Determine the total charter capital foreign investor(s) will
hold in the target company (51% or more?).*
• It then decides whether the foreign investor must file a
registration application to the local DPI or the target
company only needs to conduct procedures to change
members/ shareholders at local DPI.
* Depending on specific business lines of the target company, the
maximum allowed foreign ownership may vary.
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Project licensing
• Step 1: The investor obtains approval from the competent authority [e.g.,
National Assembly, Prime Minister, local People’s Committee] (if required).
• Step 2: Application for issuance of the Investment Registration Certificate and
the Enterprise Registration Certificate
• Step 3: Preparation of construction / operations of the seaport(for example,
acquiring land area, site clearance, preparation, land investigation, conducting
environmental assessment)
• Step 4: The project company to obtain necessary permits and certificates for the
port’s operation.
• Step 5: Construction of the port and operation
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LIST OF PROJECTS CALLING FOR
FOREIGN INVESTMENT
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List of projects planned to be open for foreign
investment (1)
No. Names of Projects Proposed
Implementati
on Period
Objectives of
Projects
Locations of
Projects
Total
Investment
Capital
(million
VND)
Non-State
Funded
Capital
(million
VND)
Types of
Investment
1 Investment in the
construction of Son Tra
general and special-use
wharf (Da Nang port)
2018-2020 To serve the
removal of
Han River
general and
special-use
wharf
Son Tra, Da
Nang
500,000 500,000 Direct
investment and
other types of
investment
2 Investment in the
construction of Chan
May wharf No.2 (Thua
Thien Hue port)
2016-2017 To meet
demands for
loading/unload
ing of
containers,
general goods
and passenger
ships and serve
for
development of
Thua Thien
Hue province
Chan May,
Thua Thien
Hue
350,000 350,000 Direct
investment and
other types of
investment
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List of projects planned to be open for foreign
investment (2)
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No. Names of Projects Proposed
Implementati
on Period
Objectives of
Projects
Locations of
Projects
Total
Investme
nt Capital
(million
VND)
Non-State
Funded
Capital
(million
VND)
Types of
Investment
3 Investment in the
construction of Dung
Quat wharf No.3 (Quang
Ngai)
2017-2020 To meet demands for
general and special-use
loading/unloading of
goods and serve for
development of Quang
Ngai Province
Dung Quat,
Quang Nam
Province
450,000 450,000 Direct
investment and
other types of
investment
4 Investment in the
construction of My Thuy
port (Quang Tri
Province)
2018-2020 The special-use with
local general wharf to
serve directly for
Economic Zones in
South-Eastern Quang
Tri province, industrial
parks and goods transit
between Laos, North-
Eastern Thailand
South-Eastern
Quang Tri
province
1,100,000 1,100,000 Direct
investment and
other types of
investment

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List of projects planned to be open for foreign
investment (3)
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No. Names of Projects Proposed
Implementation
Period
Objectives of Projects Locations of
Projects
Total
Investmen
t Capital
(million
VND)
Non-
State
Funded
Capital
(million
VND)
Types of
Investment
5 Investment in the
construction of Van
Phong international
container
transshipment port
(commencement
period)
2019-2020 The special-use international
container transshipment
terminal for exported and
imported goods of Vietnam
and transshipment of
international container
shipping for goods
Van Phong
Bay, Khanh
Hoa
Province
1,900,000 1,900,000 Direct
investment and
other types of
investment
6 Investment in the
construction of Ke
Ga general and
special-use wharf (1st
phase)
2018-2020 The general and special-use
wharf to serve the aluminum
industry (aluminum bauxite)
and the socio-economic
development of Binh
Thuan, Dak Nong, Lam
Dong and parts of the
Southeastern provinces. It
will become a destination
for maritime tourists
destination in the future
Ham Thuan
Nam district,
Binh Thuan
province
5,100,000 5,100,000 Direct
investment and
other types of
investment

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List of projects planned to be open for foreign
investment (4)
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No. Names of Projects Proposed
Implementatio
n Period
Objectives of
Projects
Locations of
Projects
Total
Investment
Capital
(million
VND)
Non-State
Funded
Capital
(million
VND)
Types of
Investment
7 Investment in the
construction of Lap Vo
wharf on Hau river
(Dong Thap port)
2018-2020 Main general wharf of
Dong Thap local port
to serve directly Lap
Vo-Vam Cong
industrial park and
main gateway to the
sea of Dong Thap
province
Lap Vo
district, Dong
Thap province
600,000 600,000 Direct
investment and
other types of
investment
8 Investment in the
construction of Minh
Phu wharf – Hau
Giang port
2018-2020 Main general and
special-use wharf of
the local port to serve
the development of
Hau Giang province
Hau Giang
province
750,000 750,000 Direct
investment and
other types of
investment

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List of projects planned to be open for foreign
investment (5)
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No. Names of Projects Proposed
Implementati
on Period
Objectives of
Projects
Locations of
Projects
Total
Investment
Capital
(million
VND)
Non-State
Funded
Capital
(million
VND)
Types of
Investment
9 Investment in the
construction of Son Tra
general and special-use
wharf (Da Nang port)
2018-2020 To serve the
removal of
Han River
general and
special-use
wharf
Son Tra, Da
Nang
500,000 500,000 Direct
investment and
other types of
investment
10 Investment in the
construction of Chan
May wharf No.2 (Thua
Thien Hue port)
2016-2017 To meet
demands for
loading/unload
ing of
containers,
general goods
and passenger
ships and serve
for
development of
Thua Thien
Hue province
Chan May,
Thua Thien
Hue
350,000 350,000 Direct
investment and
other types of
investment

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List of projects planned to be open for foreign
investment (6)
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No. Names of Projects Proposed
Implementati
on Period
Objectives of Projects Locations
of Projects
Total
Investment
Capital
(million
VND)
Non-State
Funded
Capital
(million
VND)
Types of
Investment
11 Investment in the
construction of Ganh
Hao wharf – Bac Lieu
port
2018-2020 General and special-use
wharf of the local ports
to serve directly Ganh
Hao economic zone, a
gateway to Bac Lieu sea
Dong Hai
district, Bac
Lieu
province
350,000 350,000 Direct
investment and
other types of
investment
12 Investment in the
construction of Duong
Dong passenger wharf–
Phu Quoc
2015-2016 Construction of
international multi-
function passenger
wharf, associated with a
destination for tourists
and a place to receive
goods in order to
promote the social-
economic development
and ensure national
security and defense
Duong
Dong
commune,
Phu Quoc
district,
Kine Giang
province
354,000 354,000 Direct
investment and
other types of
investment

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List of projects planned to be open for foreign
investment (7)
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No. Names of Projects Proposed
Implementati
on Period
Objectives of Projects Locations
of Projects
Total
Investment
Capital
(million
VND)
Non-State
Funded
Capital
(million
VND)
Types of
Investment
13 Investment in the
construction of coal
trans-shipment wharf for
thermoelectric industry in
Cuu Long Delta
2019-2020 Construction of special-
use wharf, the terminal
for Hau River and
receiving coal for plants
of Duyen Hai – Tra
Vinh, Long Phu- Soc
Trang, Chau Thanh –
Hau Giang and the
reserve stores of Kim
Son – Tra Vinh
Duyen Hai-
thermoelect
ric wharf –
Tra Vinh
province
2,500,000 2,500,000 Direct
investment and
other types of
investment
14 Investment in the
construction of wharfs
Nos. 8 & 9 – Cai Lan
port
2016-2020 Construction of general
or container wharf
Cai Lan,
Quang
Ninh
province
1,400,000 1,400,000 Direct
investment and
other types of
investment

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List of projects planned to be open for foreign
investment (8)
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No. Names of Projects Proposed
Implementati
on Period
Objectives of Projects Locations
of Projects
Total
Investment
Capital
(million
VND)
Non-State
Funded
Capital
(million
VND)
Types of
Investment
15 Investment in the
construction of ports –
Hai Phong International
Gateway Port – Lach
Huyen
2016-2020 Construction of general
or container wharfs
Lach
Huyen, Hai
Phong city
10,000,000 10,000,000 Direct
investment and
other types of
investment
16 Investment in the
construction of wharfs
Nos. 5 & 6 – Cua Lo
port
2015-2018 Construction of general
or container wharfs
Cua Lo,
Nghe An
province
1,000,000 1,000,000 Direct
investment and
other types of
investment
17 Investment in
construction of wharfs
Nos. 3 & 4& 5 – Vung
Ang port
2015-2020 Construction of general
wharfs
Vung Ang,
Ha Tinh
province
1,500,000 1,500,000 Direct
investment and
other types of
investment

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List of projects planned to be open for foreign
investment (9)
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No. Names of Projects Proposed
Implementati
on Period
Objectives of Projects Locations
of Projects
Total
Investment
Capital
(million
VND)
Non-State
Funded
Capital
(million
VND)
Types of
Investment
18 Investment in
construction of Tien Sa
port in Da Nang – 2nd
phase
2015-2018 Construction of
international
transshipment wharf
Tien Sa, Da
Nang city
2,000,000 2,000,000 Direct
investment and
other types of
investment
19 Investment in
construction of Van
Phong port in Khanh
Hoa province, 2nd
phase
for initial operation of
wharf
2015-2020 Construction of general
and container and
passenger wharfs
Van Phong
Bay, Khanh
Hoa
province
3,000,000 3,000,000 Direct
investment and
other types of
investment

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INVEST IN VIETNAM NOW!!!
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CONNECTIONS ARE BUSINESS
PLEASE CONNECT WITH ME ON
LINKEDIN:
OLIVER MASSMANN
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WHEREVER YOU ARE - BE ALL THERE
Jim Elliot
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DUANE MORRIS VIETNAM LLC
Thank you very much!
HANOI OFFICE HO CHI MINH CITY OFFICE
Pacific Place, Unit V1307/08, 13th
Floor, Suite 1503/04, Saigon Tower
83B Ly Thuong Kiet, Hoan Kiem District 29 Le Duan Street, District 1
Hanoi, Vietnam Ho Chi Minh City, Vietnam
Tel.: +84 24 39462200 Tel.: +84 28 3824 0240
Fax: +84 24 3946 1311 Fax: +84 28 3824 0241
Contact email:
omassmann@duanemorris.com
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References (1)
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References (2)
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References (3)
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References (4)
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