Legal Advice

To [***]

From [***]

Date 23 October 2021

Matter No 120223556

Subject Establishment of a subsidiary in Vietnam – application documents and licensing

procedures

Dear Olivier

We understand from your email of 5 January 2012 that [***] S.A. wishes to establish a subsidiary
wholly owned by [***] S.A. ([***] Vietnam) which will engage in export activity only at the first stage
of establishment. A factory for coffee screening and processing would be established as the
second step at an appropriate time based on the business strategy of [***] S.A. [***] Vietnam would
lease adequate premises which would include a warehouse and adequate space for the
establishment of the coffee factory at the second step.

This memo is to address the questions mentioned in your email of 5 January 2012.

1. Legal status of [***] Vietnam

(a) Form of enterprise

As [***] Vietnam is going to be established solely by [***] S.A., its form of enterprise
shall be a single/one member limited liability company (SLLC).
Under the Law on Enterprises of Vietnam, a SLLC is a limited liability company
established by one investor (a company or an individual). The investor is liable for
the debts and other obligations of the SLLC to the extent of the amount of the
charter capital of the SLLC. A SLLC cannot issue shares and cannot be listed on
the securities market. A general overview of an SLLC is attached in Schedule 1 for
your reference.

As such, [***] S.A. shall have limited liability in respect of the liability of [***]
Vietnam to the extent of the amount of the charter capital of [***] Vietnam.

(b) Management structure of a SLLC

Basically, there are two forms of the management structure of a SLLC under
Vietnamese law, depending on the number of authorized representatives of the
investor in the SLLC. They are: (i) Members’ Council, General Director and
Inspector(s) and (ii) Chairman, General Director and Inspector(s).

(i) Vietnamese law requires an investor being an organization (such as [***]

S.A.) to authorize one or more persons to exercise its rights and
obligations in the SLLC. Where at least two persons are appointed as
authorized representatives, the organizational and management structure
of the SLLC comprises the members' council, the general director (or
director) and inspector(s). In this case, the members' council comprises all

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authorized representatives and is the highest authority of the SLLC

(subject to matters reserved for the investor at law or in the charter of the
company).
(ii) Where one person is appointed as the authorized representative, such
person is the Chairman of the company. In this case, the organizational
and management structure of the SLLC comprises the Chairman of the
company, the general director and inspector(s).

(iii) From your email of 5 January, we understand that [***] S.A. prefers a
simple management structure. As such, it appears that the management
structure including the chairman, general director and inspector as
mentioned in item (ii) should be appropriate to [***] S.A.

(iv) There is no restriction under the law that the chairman, the general director
and inspector must be Vietnamese. [***] S.A. may appoint any of its
foreign staff to be the chairman, general director and inspector of [***]
Vietnam. However, we note the ratio of foreign managers internally
transferred from [***] S.A. for working in Vietnam as mentioned in item 10.4
of the general overview on employment regulations attached to this advice.

(v) A company established under Vietnamese law must have a legal

representative. The Charter (equivalent to the Memorandum and Articles or
Association of some foreign companies) of the company must provide for
either the Chairman of the members' council or Chairman of the company
or general director (or director) to be the legal representative of the
company. The legal representative of the SLLC is the person who has
authority to represent the SLLC before third parties and the courts and to
bind the SLLC. The legal representative must have permanent residence
in Vietnam and must authorize another person in writing to act as the legal
representative of the SLLC if he/she is absent from Vietnam for 30 days or
more.

(vi) Therefore, the charter of [***] Vietnam must provide whether the Chairman
or the general director is the legal representative of [***] Vietnam. As
mentioned above, any person acting as the legal representative of [***]
Vietnam is required to be resident in Vietnam and if he exits Vietnam for 30
days or more, he must authorize another person to exercise his rights and
duties.

2. Licensing procedures for the investment certificate

(a) Investment certificate

(i) An investment certificate is the formal certificate or licence issued by the

licensing authority to an investor which gives it the right to carry out an
investment project or business in Vietnam. A new foreign invested project
always requires an investment certificate. As such, an investment
certificate for establishment of [***] Vietnam will need to be obtained from

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the relevant licensing authority. The investment certificate also serves as

the certificate of incorporation of the company.

The investment certificate of [***] Vietnam will stipulate the corporate

information of [***] Vietnam, including name, address, charter capital,
investment capital (ie equity plus provision for medium/long term loans),
business activities, legal representative, objectives of the investment
project of [***] Vietnam, and any investment incentives.

Although the company itself does not have a limited life, the investment
certificate will specify the term of the investment project, which is generally
capped at 50 years. However, as a matter of practice, licensing authorities
often approve a shorter duration, say 20 years. The size of the investment
project and level of capitalisation may also affect the approved term of the
project. We have seen some low capital service companies' projects
licensed for only 5 years, especially, in respect of foreign invested
enterprises licensed to engage in trading activities such as importation and
exportation (like [***] Vietnam).

(ii) There are no official fees or charges payable by [***] S.A. to the licensing
authority for issuance of the investment certificate.
(iii) [***] Vietnam may only start its operations after the licensing authority has
issued the investment certificate approving the establishment of [***]
Vietnam and the investment project of [***] Vietnam. The application for
establishment of [***] Vietnam does not affect the ability of [***] S.A. to
import coffee from Vietnamese exporters as it currently does.

(b) Licensing procedures

(i) As mentioned in our previous memo of 29 December, to apply for an

investment certificate, [***] S.A. will need to submit an application file to the
licensing authority. A checklist of application documents required for
establishment of [***] Vietnam is attached as Schedule 2.

(ii) Some of the documents originating from foreign countries (eg certificate of
incorporation, the audited financial statements and the Memorandum and
Articles of Association of [***] S.A.) will need to be "legalized" and
translated into Vietnamese by a notary public in Vietnam. Please see item
3 of Schedule 2 for more detail on legalization of documents in France.

(iii) The licensing authority would be the People's Committee of the province
where [***] Vietnam is to be located or the Industrial Zones Authority if [***]
Vietnam is to be located in such an industrial zone. As export is
considered as a conditional investment sector, from our experience, the
licensing authority would seek the "opinions" of the central governmental
authorities (eg the Ministry of Construction, the Ministry of Industry and
Trade) before it issues the investment certificate.
(iv) After receiving the application file, the licensing authority will review and
evaluate it and may request additional supporting documents. The

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statutory time limit for the licensing authority to issue the investment
certificate is 45 working days from lodgement of a complete application
file. However, in practice, this time limit is rarely observed and it usually
takes considerably longer for the licensing authority to issue the investment
certificate. Therefore, it may take about 2 to 4 months for the licensing
authority to issue the investment certificate.

(v) After the investment certificate is issued, [***] Vietnam will need to
complete a number of post-licensing formalities, including obtaining a
company seal and tax code.

(vi) We attach an indicative time line for establishment of [***] Vietnam in

Schedule 3 for your reference. Please note that this time line is indicative
and the time in practice will depend on the progress of preparation of
application documents by [***] S.A. and the review of application
documents by the licensing authority as mentioned above.

3. Amendment to the investment certificate for establishment of coffee processing

factory

After [***] Vietnam has been established, [***] S.A. may apply for amendment to the
investment certificate of [***] Vietnam to expand the business activities of [***] Vietnam by
setting up a coffee processing factory at an appropriate time. If [***] S.A. does not want to
use [***] Vietnam for setting up the coffee processing factory, it may create a new entity for
this purpose.

Although there is no official guidance or provision under the law, from our experience, it
may be easier to obtain approval from the authority to expand the business activities rather
than establishment of a new entity. As such, to save costs and time, subject to the
business strategy of [***] S.A., [***] S.A. should consider to use [***] Vietnam for setting up
the coffee processing factory, rather than establishment of a new entity.

In the application documents for the investment certificate, [***] S.A. will be required to
stipulate an indicative schedule for implementing the project (eg exporting coffee project,
design of the factory, construction and completion of the factory, the starting time of
operations of the factory if we apply for setting up the factory). Once the investment
certificate is issued, the investor is required to comply with the schedule stipulated in the
investment project. If the investor does not deploy the project at all or if the investor is 12
months behind the schedule, the licensing authority may withdraw the investment
certificate. As such, we should not apply for additional possible activities (other than
exporting) which would not be implemented in practice before a period of time or ever. The
licensing authority may not prefer to issue an investment certificate for a business activity
or an investment project which is not sure as to the implementation time and which are just
reserved by the investor as an opportunity in the future.

4. General information on taxes

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As mentioned in our email of 5 January, we are not tax specialists and therefore, we just
provide [***] S.A. very basic and general information on some relevant taxes. [***] S.A. will
need to seek advice from a tax advisor for detailed advice on declaration, payment, refund
and other information on relevant taxes.

(a) Corporate income tax

The general tax rate of corporate income tax under Vietnamese law is 25% of
taxable income. Taxable income shall be calculated by total turnover less
permitted operational expenses.
Depending on whether [***] Vietnam is established in an investment encouraged
area (eg areas with specially difficult socio-economic conditions or areas with
difficult social – economic conditions), [***] Vietnam may be subject to an incentive
tax rate of 10% or 20% and/or exemption from or reduction of corporate income tax
for a certain period.
(b) VAT

Under the regulations on VAT, exported goods are subject to the VAT rate of 0%.
As such, the coffee beans exported by [***] Vietnam will be subject to the VAT rate
of 0%.

[***] Vietnam will have to pay VAT applicable to relevant goods and products
purchased by [***] Vietnam for its operations. Depending on types of goods
purchased by [***] Vietnam, different tax rates of VAT may apply.

There are two methods of calculation of VAT under Vietnamese law: the credit tax
method and calculation directly on the basis of added value. Under VAT
regulations, [***] Vietnam should be subject to the credit tax method. Accordingly,
the amount of VAT payable will equal the amount of output VAT less the amount of
creditable input VAT.

(c) Personal income tax

Any Vietnamese employees and foreigners working in Vietnam and having taxable
income are subject to payment of personal income tax. Vietnamese employees
and foreigners who are considered as residents are subject to the progressive tax
tariff as mentioned in section 6 of our general overview on employment regulations
(attached to this advice). Foreigners who are not residents in Vietnam (eg being
present in Vietnam less than 183 days in a year, not leasing a house in Vietnam for
a term of 90 days or more) are subject to the tax rate of 20%. We note the
obligations of [***] Vietnam in deducting and withholding personal income tax
payable by its employees to pay to the tax authority before paying salary to its
employees as mentioned in our general overview on employment regulations.

5. General information on employment regulations

If [***] Vietnam employs any Vietnamese or foreigners, it shall be subject to Vietnamese
labour regulations. We attach a general overview of employment under Vietnamese law
for your general information on requirements on term and form of labour contract with
employees, contribution to social and health insurance, regulations on working hours,

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termination of labour contract, etc. If you have any specific questions in relation to any
labour issues, please let us know and we will advise you later.

6. Other information in relation to investment in Vietnam

You have also asked us any general information that may be appropriate in order for [***]
S.A. to finalize its investment decision. We set out below certain information that we think
[***] S.A. should be aware of in relation to establishment of [***] Vietnam.

(a) Capital for establishment of [***] Vietnam

There are two types of capital that [***] S.A. will need to consider and decide in
order to establish [***] Vietnam: charter capital of [***] Vietnam and investment
capital for implementation of the coffee exporting project of [***] Vietnam. These
two types of capital must be stipulated in the application documents for approval by
the licensing authority and will be stipulated in the investment certificate.

(i) Charter capital

Charter capital is synonymous with equity in the legal concepts of other
countries. Charter capital is defined as capital contributed or undertaken to
be contributed by the member/owner within a time period and stipulated in
the charter of the company.

As [***] Vietnam will be established in the form of a SLLC, its charter

capital must not be decreased. However, there is no restriction on
increase of charter capital of [***] Vietnam, but any increase will be subject
to approval of the licensing authority.

In the application for the investment certificate, [***] S.A. will be required to
set out the schedule for contribution of the charter capital. [***] S.A. will be
obliged to contribute the charter capital in accordance with the schedule
registered with and approved by the licensing authority. If [***] S.A. fails to
comply with such schedule, an administrative fine may be imposed and
[***] S.A. may encounter difficulty with the bank where the capital account
is opened for contribution of capital. The bank may refuse to credit any
capital contribution amount made behind the schedule as stipulated in the
investment certificate and may request [***] S.A. to obtain approval from
the licensing authority for the late contribution of capital.

[***] S.A. will be obliged to fully contribute the charter capital of [***]
Vietnam in accordance with the capital contribution schedule regardless of
whether the business operation of [***] Vietnam is successful or not. [***]
S.A. may not invest capital less than the charter capital of [***] Vietnam.

There is no minimum charter capital under the law applicable to an

exporting foreign invested enterprise. However, from our experience, in
practice, the licensing authority in Ho Chi Minh City may reject an
application for trading activities such as import and export if the charter
capital of the company to be established is USD300,000 or less (on the
basis that such amount of capital may not be feasible for a trading activity
project). Licensing authorities in other provinces may not impose any

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minimum charter capital. However, to be prudent, after [***] S.A. has

decided on the location of [***] Vietnam, we should discuss with the
licensing authority of the relevant province if there is any requirement on
minimum charter capital of a trading foreign invested enterprise.

(ii) Investment capital

Investment capital of the exporting project is the capital for implementing

the project which includes capital contributed by [***] S.A. (ie charter
capital) and loan capital that [***] Vietnam borrows from a credit institution
or other parties. Investment capital provides room for [***] Vietnam to
obtain loans from other parties for implementing the project and [***]
Vietnam is not obliged to borrow the full amount of the difference between
the investment capital and the charter capital.

Under the Law on Investment, [***] S.A. has the right to adjust the capital
for its investment project or other contents related to the investment
project. Any change of investment capital including increase or decrease
is required to be registered with the licensing authority. Note that any
decrease of the investment capital may not affect the charter capital.

(b) Establishment of a trading company in an industrial zone

From your email of 9 January 2010, we understand that [***] S.A. is considering to
establish [***] Vietnam in an industrial zone.

Under Vietnamese law, industrial zones are defined to be zones specializing in

production of industrial goods and provision of services for industrial production.
As at this moment, [***] Vietnam only engages in export activities without any
manufacture activities, it is unlikely that the licensing authority will approve for [***]
Vietnam to be located in an industrial zone. We are not sure if there may be
exemptions from different licensing authorities in different provinces. As such, a
discussion with the licensing authority of the proposed industrial zone where [***]
Vietnam is to be located on whether there is any restriction on establishment of a
trading company in an industrial zone is recommended.

(c) Restriction on the scope of operations of [***] Vietnam

As mentioned in our previous memo, [***] Vietnam may only export coffee
purchased from local Vietnamese traders. [***] Vietnam may not establish any
outlet to directly purchase coffee from local farmers for export. If [***] Vietnam
violates such restriction, an administrative fine may be imposed and most
importantly, the licensing authority may withdraw the investment certificate of [***]
Vietnam.

(d) Post licensing procedures and compliance

After [***] Vietnam has been issued with the investment certificate, it must carry out
a number of post-licensing procedures, such as registration for tax with the tax
authorities within 10 days, announcement of its establishment in the newspapers
within 30 days and apply for the seal (statutory time is not provided by law, but it is
required in practice in order to affix on the documents to apply for tax registration

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and other documents). Any delay or failure to register for tax or announce
establishment may be subject to an administrative fine.

During operations, [***] Vietnam will have to comply with all other regulations of
Vietnamese law in relation to its operations, such as regulations on foreign
exchange control, employment of labour, accounting, taxes, regular reports to
relevant authorities, etc.

(e) Obligation to implementation of the project

Under Article 62 of Decree 108, [***] S.A. will have the responsibility to commence
the implementation of the investment project in accordance with the objectives,
contents and schedules undertaken and the provisions in the investment
certificate. As such, after the licensing authority has issued the investment
certificate in accordance with the terms of the application submitted by [***] S.A.,
[***] S.A. will be obliged to commence the approved project in accordance with the
terms of the investment certificate. If there is any change in respect of any
contents of the business registration of [***] Vietnam or of the project, [***] S.A. and
[***] Vietnam will be required to apply for approval from the licensing authority for
such changes.

Under the Investment Law and its implementing Decree 108/2006/ND-CP, if [***]
S.A. fails to commence the project within 12 months from the date of issuance of
the investment certificate or the project is more than 12 months behind the
schedule stipulated in the investment certificate (except where a temporary
suspension or extension of the implementation schedule is permitted), the licensing
authority may withdraw the investment certificate.

We hope the above is helpful. Please let us know if you have any queries or if any clarification is
required.

Kind regards

Allens Arthur Robinson

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Schedule 1

GENERAL OVERVIEW OF A SINGLE/ONE MEMBER LIMITED LIABILITY COMPANY (SLLC)

Subject SLLC

Investor The investor may be an organisation or an individual

Legal entity status An SLLC has legal entity status from the date of issue of its business
registration certificate/ investment certificate

Capital/ form of An SLLC has 'charter capital' which is the equity capital that the investor
equity investment contributes or undertakes to contribute in a certain period of time

The charter capital is specified in the Charter of the SLLC

The charter capital may be contributed in cash or in-kind

Capital contribution is made in accordance with the schedule submitted
to the licensing authority
An SLLC cannot reduce its charter capital but can increase it

An SLLC cannot issue shares and cannot be listed (although it can

convert to a from of private company which can be listed subject to
conditions)

Liability of investors The investor is liable for the debts and other obligations of the SLLC to
the extent of the amount of the charter capital

Assignment of Where an investor assigns only part of the charter capital, the SLLC
capital must register for conversion into an multi member limited liability
company (or a shareholding company if it has a minimum of 3 investors)

Name of the SLLC There are 3 types of name for an SLLC:

(a) Name in Vietnamese, which consists of two elements: type of

enterprise (SLLC) and proper name;

(b) Name in a foreign language, which must be a correct translation of

the name in Vietnamese. When translated into a foreign language, the
proper name of the SLLC may be retained in Vietnamese or translated
into the foreign language;

(c) Abbreviated name, which may be an abbreviation of the Vietnamese

name or the name in a foreign language (ie a trading name).

Management (a) Where the Investor is an organisation

structure Authorised Representative

Where the investor is a corporate entity, it must appoint one or more

individuals as authorised representatives.

Members' Council (MC)

Where the investor appoints more than one authorised representative,

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Subject SLLC
they will form the MC. The investor will appoint one authorised
representative as Chairman of the MC
The MC is the highest authority in the SLLC

Chairman of the SLLC

Where the investor appoints only one authorised representative, that

person will be the Chairman of the SLLC

General Director (GD)

The MC or the Chairman of the SLLC (as relevant) appoints a general
director (sometimes referred to as simply the "director") to manage the
day-to-day business operations of the SLLC. This position is similar to
that of a CEO. The GD must not be a related person of a member of the
MC or the chairman of the SLLC nor of a person authorised to directly
appoint the authorised representative or the chairman of the SLLC

Inspectors (mandatory for an SLLC)

The investor must appoint one to three inspectors who oversee the
actions of the MC or Chairman of the company and the GD and report to
the investor
(b) Individual investor

Where the investor is an individual, the SLLC shall have a Chairman and
a GD. The investor can be the Chairman or the GD

Legal Representative The Charter will stipulate whether the Chairman of the MC, Chairman of
the SLLC or the GD will be the legal representative of the SLLC
(the person authorised
to bind the company)

General rights of the To make decisions on strategies for development and annual business
Investor plans of the SLLC;

To make decisions on the organizational and management structure of

the company, to appoint, remove or dismiss managerial positions of the
SLLC;

To make decisions on increases in the charter capital of the SLLC; on

assignment of all or part of the charter capital of the SLLC to other
organizations or individuals;
To make decisions on establishment of subsidiary companies or on
capital contribution to other companies;

To organize supervision and assessment of the business operations of

the SLLC;

To make decisions on the use of profits after discharge of tax obligations

and other financial obligations of the SLLC;

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Subject SLLC

To make decisions on re-organization or dissolution and request for

bankruptcy of the SLLC.

General obligations To contribute capital in full and on time as undertaken; in the case of
of the Investor failure to contribute capital in full and on time as undertaken, to be
responsible for debts and other property obligations of the company.

To comply with the Charter of the company.

To identify and separate assets of the investor from assets of the

company.

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Schedule 3

CHECKLIST OF APPLICATION DOCUMENTS REQUIRED FOR OBTAINING AN INVESTMENT

CERTIFICATE FOR ESTABLISHMENT OF [***] VIETNAM

This checklist is prepared on the assumption that:

(a) [***] Vietnam is to be solely established by [***] S.A. [***] Vietnam is established to engage
in export of coffee from Vietnam to foreign markets.

(b) [***] Vietnam is going to authorize only one authorized representative to exercise its rights
in [***] Vietnam. The management structure of [***] Vietnam will be (i) the Chairman, (ii)
general director and (iii) inspector.
(c) The number of original documents required in the checklist is for the purpose of submission
to the licensing authority for the establishment of [***] Vietnam only. [***] S.A. may require
additional originals for its records and filling with the relevant off-shore authorities in
France.

(d) This checklist sets out the minimum requirements at law as well as additional matters
which, in our experience, the authorities will require. In practice, note that it is not unusual
for the licensing authority to require additional documents.

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 Documents Formalities required by authorities Prepared/provided by Status

1. Application for the investment • 1 original in English and 1 original in • Allens to draft • Pending
certificate Vietnamese
• [***] S.A. to complete
• signed by the authorized signatory of [***]
S.A. under seal (if any)

2. Charter of [***] Vietnam • 1 original in English and 1 original in • Allens to draft • Pending
Vietnamese
• [***] S.A. to sign
• signed (on the last page) and initialled (at the
bottom of each page) by the authorized
signatory of [***] S.A. (see item 3(iii) below)
under seal (if any) AND the proposed legal
representative of [***] Vietnam

3. Documents verifying the legal
status of [***] S.A.:
(i) The certificate of
incorporation or
establishment license or an
equivalent document (and
amendments, if any)
(ii) Articles and Memorandum
of Association or Charter
• 1 legalised1 copy in English/French • [***] S.A. to provide • Pending
legalized documents
• 1 notarised Vietnamese translation
• Allens to arrange for
By "legalised", we mean that the documents
must be certified by a notary public in France notarized Vietnamese
translations
and then consularized by the Ministry of Foreign
and European Affairs, and finally legalized by
the Vietnamese Embassy in France.

1 The documents must be legalised no earlier than 3 months prior to the date of lodgement of the application file with the licensing authority.

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 Documents Formalities required by authorities Prepared/provided by Status
(and amendments, if any)
(iii) Documents evidencing the
authority of the signatory of
[***] S.A. to sign the
application documents on
behalf of [***] S.A.
These may be a document
issued by a company
registration body in France
under which the name of the
representative of [***] S.A. who
may sign documents on behalf
of [***] S.A. is stipulated, or a
power of attorney (or a
resolution) from all members of
the board of directors of [***]
S.A. to authorize the signatory
to sign the application
documents.

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 Documents Formalities required by authorities Prepared/provided by Status

4. Documents verifying the • For document (i): 1 original in English and • Allens to draft • Pending
financial capacity of [***] S.A.: 1 original in Vietnamese document (i) and [***]
S.A. to complete
(i) Report/statement on • For document (ii):
financial capability of [***] • [***] S.A. to provide
- 1 legalised copy in English; and
S.A.; and document (ii)
- 1 notarised Vietnamese translation
(ii) Supporting documents:
audited financial statements
of the last two years or a
reference letter issued by
the bank of [***] S.A.2
Reference letter or bank
statement should confirm the
balance in the bank account of
[***] S.A. which must be equal
to or higher than the charter
capital of [***] Vietnam.
5. Documents relating to the • For document (i): 1 original in English and 1 • Allens may help to draft • Pending
proposed premises of [***] original in Vietnamese document (i)
Vietnam3 including: • For document (ii): 1 notarised copy certified • [***] S.A. to work with
(i) in-principle lease agreement as "true copy" by a notary office in Vietnam the landlord to provide
or memorandum of document (ii)
understanding on lease of

2 The precise supporting documents are not stipulated in the law. In practice, the licensing authority usually requires the documents listed above to prove the financial capacity of the
investor. If the financial statements show losses in the previous two years, a reference letter from the investor's bank should be submitted. This letter will need to confirm that [***]
S.A. holds a balance in its account of, at least, the proposed charter capital of [***] Vietnam
3 While documents on the proposed head office of [***] Vietnam are not specifically required by law, in our experience, the licensing authority will require such supporting documents.

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 Documents
premises, and
(ii) documents evidencing
ownership (or the right to
lease) the premises (eg
certificate of ownership) of
the landlord
6. Explanation on satisfaction of
business conditions
7. Decision of [***] S.A.
authorising its authorised
representative (ie the Chairman
of [***] Vietnam – please see
our overview of management
structure in Schedule 1) to
exercise its rights and
obligations in [***] Vietnam
8. Decision of [***] S.A. appointing
the legal representative of [***]
Vietnam (who may be the
chairman of [***] Vietnam or the
General Director)
9. Copy of the information page of
the passport of each of:
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Formalities required by authorities Prepared/provided by Status
• 1 original in English and 1 original in • Allens to draft • Pending
Vietnamese
• [***] S.A. to complete
• Signed by the authorized signatory of [***]
S.A. under seal (if any)
• 1 original in English and 1 original in • Allens to draft • Pending
Vietnamese
• [***] S.A. to complete
• Signed by the authorized signatory of [***]
S.A. under seal (if any)
• 1 original in English and 1 original in • Allens to draft • Pending
Vietnamese
• [***] S.A. to complete
• signed by the authorized signatory of [***]
S.A. under seal (if any)
• 1 legalised copy • [***] S.A. to provide • Pending
• If any of the passport holders are in Vietnam,
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 Documents
(i) the authorized signatory of
[***] S.A. in item 3(iii) above;
(ii) the authorised
representative of [***] S.A. in
[***] Vietnam – item 7
above; and
(iii) the proposed legal
representative of [***]
Vietnam – item 8 above
10. Power of attorney for person(s)
1 to submit the application file
0 and to obtain the investment
certificate
lmnt A0308533942v2 120223556 23.10.2021
Formalities required by authorities Prepared/provided by Status
the information pages of his/her passport can
be notarised in Vietnam by the legal division
of the People's Committee of any districts in
Ho Chi Minh City. Otherwise, the information
pages of his/her passport need to be
legalised
• 1 legalized copy in English • Allens to draft • Pending
• 1 Notarized Vietnamese translation • [***] S.A to provide
legalized copy
• signed by the authorized signatory of [***]
S.A. under seal (if any) • Allens to arrange for
notarized Vietnamese
translation
SCHEDULE 4
Page 17
 INDICATIVE TIMELINE FOR ESTABLISHMENT OF A 100% FOREIGN OWNED ENTERPRISE ENGAGING IN EXPORT OF COFFEE BEANS FROM
VIETNAM

6 weeks 1 week 2-4 months 3 days 1 week 1 week 2 weeks

weeks weeks 1111weeks

Preparation Identifying Legalization Execution of Submission of Issuance of Obtaining Tax code [***] Vietnam Employing Commencement
of premises and of [***] S.A. application application investment corporate registration signs official staff of operations
application [***] signing related documents documents to certificate seal lease
documents an in-principle supporting the licensing agreement
agreement or documents for authority
MOU with the the
landlord application file

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