Under Article 4.17 of Enterprise Law, related persons of a non-public company (the “Relevant Co”) comprise of organisations and individuals that have direct or indirect relationships with such enterprise in the following cases:

1.         Parent company of the Relevant Co. A company is considered a parent company of another company when it is: (1) owning more than 50% of charter capital or total number of ordinary shares issued by the other company; (2) having the right to appoint or dismiss directly or indirectly a majority of or all members of the Board, General Director of the other company; and (3) having the right to decide on amendments and/or supplements to the charter of the other company;

2.         Managers of the parent company of the Relevant Co;

3.         Persons who are authorised to appoint managers of the parent company of the Relevant Co;

4.         Subsidiary company of the Relevant Co;

5.         Persons or group of persons who are capable of dominating the decision-making process or operations of the Relevant Co through management bodies in the Relevant Co;

6.         “managers” of the Relevant Co. “Manager” of the Relevant Co includes:  (1) the owner and director of the Relevant Co in case it is a sole-owner enterprise; (2) the general partner of the Relevant Co in case it is a partnership; (3) Chairman of the Members' Council of the Relevant Co in case it is a limited liability company; (4) the president of the Relevant Co in case it is a single-member limited liability company; (5) Board Member of the Relevant Co in case it is a shareholding company; (6) the General Director of the Relevant Co; and (7) other position identified in the Relevant Co’s charter as a “manager” of the Company;

7.         Wife, husband, father, adoptive father, mother, adoptive mother, child, adopted child, or sibling of: (1) a manager; (2) an individual member holding a controlling capital contribution of the Relevant Co in case it is a limited liability company; and (3) an individual shareholder holding a controlling share of the Relevant Co in case it is a shareholding company;

8.         Any group of persons who agree to take concerted actions to take over the capital contribution, shares or benefits, or control the decision-making process of the Relevant Co;

9.         Individuals who are authorised representatives of those specified at paragraphs 1

10.       An enterprise where persons specified at paragraphs 1 -8 hold shares or equity interest to the level that they can control the decision-­making process of the management bodies of such enterprise.

The Enterprise Law does not define a “related person” of an individual person. Under Vietnamese law, the definition of related persons of an individual is provided under Article 6.34 of Securities Law. The Securities Law is technically only applicable to public companies in Vietnam and to the issuance and listing of securities in Vietnam market. However, given the lack of definition of “related persons” of an individual under the Enterprise Law and under the charters of the Relevant Co, it is possible that the authorities may rely on the definition of related persons under Article 6.34 of the Securities Law.