1. Who are foreign investors? 2. What must a foreign investor do? 3. What must a foreign investor not do? 4. Making the investment 5. Appointment of a transaction representative 6. Engaging a local fund manager 7. Reporting 8. What's missing? (Fee, Tax)

1. June 2010 1 VIPC Viet Investment Power FOREIGN INVESTMENT IN VIETNAM (Indirectinvestment in stock market)

2. Contact information VIPC Capital Management Corporation 2nd Flr. 8 Nguyen Hue St., Dist.1, HCMC, Vietnam Tel: (84-8) 38277478/79 – Fax: (84-8) 38277488 Email: info@vipc.com.vn - www.vipc.com.vn June 2010 VIPC Viet Investment Power 2

3. Foreign investment in Vietnam's securities market CONTENTS 1. Who are foreign investors? 2. What must a foreign investor do? 3. What must a foreign investor not do? 4. Making the investment 5. Appointment of a transaction representative 6. Engaging a local fund manager 7. Reporting 8. What's missing? (Fee, Tax) June 2010 VIPC Viet Investment Power 3

5. Entities established offshore

6. Branch offices in Vietnam

7. 100 per cent foreign-owned enterprises incorporated in Vietnam

8. Offshore investment funds

9. Vietnam domiciled investment funds with 100 per cent foreign ownership.June 2010 VIPC Viet Investment Power 4

10. 2. What must a foreign investor do? Foreign investors who invest in listed and unlisted securities or participate in securities auctions in Vietnam must: Obtain and register a securities trading code (the Code) with the VSD – a foreign investor may have only one Code; and Open an indirect investment capital account at any bank that is authorized to provide custody and foreign exchange services. If a foreign investor chooses to invest using a local fund manager then that fund manager will apply and register the Code for the investor. June 2010 VIPC Viet Investment Power 5

11. 3. What must a foreign investor not do? A foreign investor's Code may be suspended or terminated if the investor: Provides inaccurate or deceptive information in relation to the application for the Code or other information as required by the SSC; Engages in illegal practices such as collusion, market manipulation or money laundering; or Breaches foreign exchange regulations. June 2010 VIPC Viet Investment Power 6

12. VIPC Viet Investment Power Presentation Template 7 4. Making the investment Three ways for a foreign investor to make a securities investment in Vietnam: The foreign investor directly carries out the transaction by instructing a securities company to place the order; The foreign investor appoints a transaction representative to place the order for the foreign investor; or The foreign investor engages a local fund manager to manage the foreign investor's securities investment. June 2010

13. VIPC Viet Investment Power Presentation Template 8 5. Appointment of a transaction representative A foreign investor may appoint only one individual in Vietnam under a power of attorney The attorney must hold a securities business practicing certificate issued by the SSC; The attorney must not be an employee of any local securities company, fund management company or custodian bank; June 2010

14. VIPC Viet Investment Power Presentation Template 9 6. Engaging a local fund manager A local fund manager under an investment management agreement to carry out portfolio and asset management and make investment decisions for the foreign investor (including decisions in relation to the type of securities, volume, price and trading date) A foreign investor may not engage any other individual or entity to carry out such management activities for the investor. Vietnam representative offices of offshore funds which are currently carrying out these functions are doing so illegally. June 2010

15. 7. Reporting Securities companies, fund managers and transaction representatives are required to report periodically to the SSC on the securities transactions of the foreign investor using a standard form VIPC Viet Investment Power 10 June 2010

16. VIPC Viet Investment Power Presentation Template 11 8. What's missing? Personal income tax ( for individual) 20 per cent of the net gain or 0.1 per cent of the value of the securities transfer Enterprise income tax ( for institute) 0.1 per cent of the value of the securities transfer Capital investment tax ( for investor) 5 per cent of the net gain June 2010

17. VIPC Viet Investment Power 12 Investment entrustment process Custodian account VIPC Indirect investment capital account Remit fund VIPC executing investment Allocation Terminating agreement Client’s trading account June 2010

18. VIPC Viet Investment Power 13 Fee Fee for investment portfolio (VIPC): Broker fee (Securities company): June 2010

19. VIPC Viet Investment Power 14 Fee Custodian fee and asset keeping (custodian bank): June 2010

21. VIPC Viet Investment Power 16 Enterprise income tax (Mention above) Institutes June 2010

22. VIPC Viet Investment Power 17 Capital investment tax June 2010

23. Thank you VIPC Viet Investment Power 18 THANK YOU! VIPC Capital Management Corporation 8 Nguyen Hue St., Dist.1, HCMC, Vietnam Tel: (84-8) 38277478/79 – Fax: (84-8) 38277488 Email: info@vipc.com.vn - www.vipc.com.vn June 2010