New points in latest proposed amendments to the Securities Law 2006

In the latest draft amendment to the Securities Law 2006, compared with the earlier draft, the following new points , among others, are introduced :

·        “Indirect ownership” of securities is defined to mean holding securities through a “related person” or an entrustment arrangement.

·        The criteria of a professional investor is reduced. A company with a paid-up charter capital of VND 100 billion (about US$ 4.5 million) instead of VND 1,000 billion  can now qualify as a professional investor. An individual with a portfolio of VND 2 billion (instead of a trading volume of VND 2 billion per month) or annual taxable income  of VND 1 billion can now qualify as a  professional investor.  Qualifying as a professional investor is important since only a professional investor or a strategic investor could participate in a private placement of shares by a public company.

·        Major customers or counterparties are no longer considered as a related person of a public company.

·        The latest draft amendment seems to allow for issuance of shares at a price below par value if the current trading price of the issuer is lower than par value.

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Written by Nguyen Quang Vu On In ,

Model Power Purchase Agreement For Wind Farm Projects In Vietnam

On 15 January 2019, the Ministry of Industry and Trade (MOIT) has issued Circular 2 on wind power projects (Circular 2/2019), which will take effect from 28 February 2019. Circular 2/2019 provides the new model power purchase agreement (Wind PPA) applicable to a wind farm project in Vietnam.

In this article, we will provide our comments on the Wind PPA followed by a summary at the end. This article is contributed by Nguyen Quang Vu, Nguyen Hoang Duy and Le Thanh Nhat.

The full text of this article is available here

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Written by Nguyen Quang Vu On

Key Approvals And Contracts Required For A Wind Farm Project In Vietnam

Below is a list of key approvals and contracts required for a wind farm project in Vietnam (the Project):

  • Permission by provincial People’s Committee for the Project to carry out wind measurement;

  • Report on wind measurement result to the provincial People’s Committee;

  • Approval of the Pre-Feasibility Study of the Project;

  • Approval of the basic design part of the Feasibility Study of the Project;

  • In-principle Approval of the Project under the Investment Law 2014;

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Written by Nguyen Quang Vu On In , ,

When a security deposit in Vietnam can be forfeited?

Deposit (đặt cọc) is a form of security interest.  Deposit means a sum of money, precious metals, gemstones or other valuable objects delivered by one party to another party for a period of time as security for the entering into or performance of a contract. Article 328.2 of the Civil Code 2015 provides that the deposit receiver (i.e., the secured party) can own the deposit when the depositor (i.e., the securing party) “rejects” (từ chối) the performance of the contract. The word “rejection” indicates that the relevant party may need to clearly refuse to perform the contract. And the Civil Code 2015 is not clear whether a failure to perform could constitute a rejection of the performance contract. To clarify this point, a deposit agreement should specify that a failure to perform the contract is deemed to constitute a rejection of the performance of the contract.

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Written by Nguyen Quang Vu On In