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THE MINISTRY
OF PLANNING AND INVESTMENT
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SOCIALIST
REPUBLIC OF VIETNAM
Independence- Freedom- Happiness
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No.05/2001/TT-BKH
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Hanoi, August
30, 2001
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CIRCULAR
GUIDING THE INVESTMENT ACTIVITIES ABROAD BY VIETNAMESE
ENTERPRISES
Pursuant to Decree No. 22/1999/ND-CP of April
14, 1999 of the Government guiding the investment activities abroad of
Vietnamese enterprises;
Pursuant to Decree No. 75/CP of November 01, 1995 of the Government on
functions, tasks and powers of the Ministry of Planning and Investment;
The Ministry of Planning and Investment issues Circular guiding the
implementation of investment activities abroad as follows:
Article 1. Subjects and
scope of application
1. Vietnamese enterprises invest abroad, which
are subject to the adjustment of this Circular shall include:
a) Enterprises established under the Law on
State-owned Enterprises;
b) Cooperatives established under the Law on
Cooperatives;
c) Enterprises established under the Law on
Enterprises;
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2. This Circular is applied only to Vietnamese
enterprises invest abroad in the mode of transfer of the capital or other
allowed assets abroad to invest directly as stipulated in Decree No.
22/1999/ND-CP of April 14, 1999 of the Government.
3. This Circular shall not apply to the
following circumstances:
a) Investment abroad of enterprises with foreign
investment capital established under the Law on Foreign Investment in Vietnam;
b) Investment abroad of Vietnamese enterprises
in the mode of credit loans, share buying, international tenders or in
financial, banking or insurance.
Article 2. Granting licenses
for investment abroad
1. Vietnamese enterprises shall be allowed to
invest abroad after getting the licenses for investment abroad granted by the
Ministry of Planning and Investment.
2. The consideration for granting licenses for
investment abroad shall comply with the provisions stipulated at Article 6 of
Decree No. 22/1999/ND-CP of April 14, 1999 of the Government on the basis of
being suitable with the socio-economic request in each period and is
implemented according to the following two steps:
a) Registration for being granted investment
license;
b) To examine and approving the granting of
investment license.
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1. For projects invested abroad by the investors
not belong to the state-owned sector and with the investment capital of under
US$1,000,000 stipulated at Clause 2, Article 6 of Decree No. 22/1999/ND-CP of
April 14, 1999 of the Government, Vietnamese enterprises shall make dossiers
for the project according to the registration steps for the granting of license
for investment abroad and send to the Ministry of Planning and Investment the
following documents:
a) The application for investment abroad;
b) A copy of the Certificate of Business
Registration of the enterprise (notarized)
c) The document of accepting investment granted
by the competent body of country receiving investment (if any); contract,
agreement with foreign partner on the investment project (for joint-ventures or
other investment modes with the participation of foreign partners).
d) The financial report of enterprise in the
nearest 01 year (audited)
2. The dossier of registration for the granting
of investment license shall be made in 05 sets, including at least 01 original
set. The application for registration for investment abroad shall be made
according to Form 1 of Appendix I enclosed with this Circular.
3. The Ministry of Planning and Investment shall
make procedures of registration for granting investment license within 15
working days as from the date of receiving the dossier.
Article 4. Dossier of
appraisal for granting investment licenses
1. For projects invested abroad by the
State-owned enterprises, regardless the scale and investment purpose, and
projects invested by other economic sectors with the investment capital of
US$1,000,000 upward stipulated at Clause 1, Article 6 of Decree No.
22/1999/ND-CP of April 14, 1999 of the Government, Vietnamese enterprises shall
have to make up the project dossier in accordance with the provisions on
appraisal of granting licenses for projects invested abroad and send to the
Ministry of Planning and Investment.
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a) The application for investment abroad;
b) The copy of Certificate of Business
Registration of the enterprise (notarized);
c) The exposition on investment project;
d) The document of accepting investment issued
by the competent body of the country receiving the investment (if any),
contract, agreement with the foreign partner on investment project (for joint
ventures or other types of investment with the participation of foreign
partners).
e) The financial report of the enterprise in the
nearest 01 year (audited)
g) The document of accepting investment abroad
issued by the body that issued the decision of establishment of the enterprise
(for State-owned enterprises) or by the People’s Committees of the provinces
and centrally-run cities, where the enterprise registered for business (for
enterprises of other economic sectors).
2. The dossier of appraisal for granting
investment license shall be made in 08 sets, including at least 01 original
set. The application for investment abroad and the exposition on the investment
project shall be made according to Form 2 and 3 of Appendix I issued together
with this Circular.
3.The process and the contents of appraisal
shall be in conformity with the provisions in Article 10 of Decree No.
22/1999/ND-CP of April 14, 1999 of the Government.
Article 5. Amendments and
supplements of the project dossier
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2. Within 30 working days as from the date of
receiving the request for amending and supplementing the project dossier, the
enterprise shall have to submit the documents on amendments and supplements to
the Ministry of Planning and Investment; if pass the above time limit and there
is no response from the enterprise or the reply documents do not meet the
demand, the application for investment abroad of the enterprise shall be
considered expired.
Article 6. Adjustment of the
investment licenses
In the process of investing abroad, Vietnamese
enterprises may propose the Ministry of Planning and Investment to adjust a
number of articles stipulated in the Investment License to be suitable with the
investment activities abroad in the following cases:
a) Changes in the target of investment abroad;
b) The expanding of the scale of investment
abroad;
c) Transfer of the investment capital abroad.
Article 7. Process of
investment license adjustment
1. Vietnamese enterprises invest abroad shall
have to make the dossier for adjustment of investment licenses, including the following
documents:
a) The application for adjustment of investment
licenses;
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c) The report on investment activities abroad by
the time the investment license adjusted
2. The dossier for adjustment of investment
license shall be made in 03 sets, including at least 01 original set. The
dossier for adjustment of the investment license shall be made according to
Form 4 and 5 of Appendix I issued together with this Circular.
Article 8. To register for
the project implementation
1.Within 60 days as from the date when the
investment projects of enterprise has approved according to the legislation of
the investment receiving country, the enterprise shall have to send to the
Ministry of Planning and Investment a copy of the approval decision (or other
similar documents) and the report of registration for the implementation of the
project.
2. The contents of the registration for the
project implementation shall include:
a) Name, address and the head office of the
enterprise, its branches and representative office (if any);
b) Target and trading lines;
c) The charter capital of the enterprise,
capital contributed by Vietnamese enterprise
d) Full name and address of the Vietnamese
enterprise’s representative abroad and the enterprise’s representative in
Vietnam.
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4. The Ministry of Planning and Investment shall
have to send a copy of the Investment License and a copy of report on
registration for the project implementation to the tax body, bank or the relevant
economic and technical management body to implement the State management within
their assigned function.
5. Within 6 months as from the date of being
granted license to invest abroad, if the investment project is not approved by
the investment receiving country or does not put into operation, the enterprise
shall have to report it to the Ministry of Planning and Investment. Depending
on each case, if there is a basis for determining that the reasons for that are
subjective, the Ministry of Planning and Investment shall decide to withdraw
the investment license and notify the bodies referred at Clause 4 of this
Article of this decision.
In case of plausible reasons, the enterprise
shall have to report to the Ministry of Planning and Investment for extension
and must be approved by the Ministry of Planning and Investment.
Article 9. Report regime
1. Vietnamese enterprise investing abroad shall
have to make up a periodical report as stipulated at Article 17 of Decree
No.22/1999/ND-CP of April 14, 1999 of the Government.
2. In case of necessity, the Ministry of
Planning and Investment may ask Vietnamese enterprise investing abroad to
report on investment activities abroad.
3. Report on investment activities of the
enterprise must be made in accordance with Appendix II enclosed with this
Circular.
Article 10. Termination of
the investment activities abroad
1. Vietnamese enterprises shall be terminated to
do their investment activities abroad in the following cases:
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b) Enterprise established abroad becomes
dissolved or goes bankrupt under the provisions of the law of foreign country;
c) Vietnamese enterprise does not implement the
report regime on registration for project implementation and on activities as
stipulated in this Circular.
2. In the above-mentioned cases, the Ministry of
Planning and Investment shall make decision to terminate the investment
activities abroad, withdraw the investment license and notify the concerned
bodies of the decision.
Article 11. Commendation
and handling of violations
1. Vietnamese enterprises invest abroad and
individuals who record outstanding achievements in investment activities abroad
shall be commended and/or rewarded according to the law provisions.
2. The handling of violations in investment
activities abroad shall comply with the provisions in Article 19 of Decree No.
22/1999/ND-CP of April 14, 1999 of the Government, this Circular and other
relevant provisions of the Vietnam’s law.
Article 12. Implementation
provisions
1. This Circular takes effect 15 days after the
date of its signing.
2. Projects invested abroad, which have been
granted investment licenses before the effective date of this Circular shall
have to immediately report on registration for the project implementation as
stipulated at Article 8 of this Circular to the Ministry of Planning and
Investment.
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MINISTER OF
PLANNING AND INVESTMENT
Tran Xuan Gia
Appendix I:
Guidance on making up the dossier for project invested abroad
Form I: Apply
to project in registration for being granted Investment License
APPLICATION FOR REGISTRATION FOR INVESTMENT ABROAD
Respectfully
to: The Ministry of Planning and Investment
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- Pursuant to Decree No. 22/1999/ND-CP of
April 14, 1999 of the Government on investment abroad of the Vietnamese
enterprises;
- Pursuant to Circular No..../ 2001/BKH-TT of
dated. , 2001 of the Ministry of Planning and Investment guiding the investment
activities abroad by the Vietnamese enterprises.
The following signed people would like to submit
to the Ministry of Planning and Investment an application for investment
license abroad :
I. VIETNAMESE ENTERPRISE
1. Name of enterprise:
2. Business Registration (or Establishment Decision)
No. ...dated...,granted by....(name of granting body granted) in....
3. Charter capital:
4. Number of account.........at....bank;
5.
Address............Tel............Fax..........E-mail..................;
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7. Financial situation of the enterprise (submit
a brief financial report of the enterprise)
8. Total assets of the enterprise
(If there are several Vietnamese enterprises
invest abroad together, the brief report on total assets of each enterprise is
required)
II. PROJECTS INVESTED ABROAD
1. Mode of investment: (prescribe in detail the
mode of investment abroad according to the law of country receiving investment)
2. Investment address abroad:
3. Term of investment abroad:
4. Target and area of investment abroad:
(prescribe in detail)
5. Capital invested abroad:
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Mode of
capital contribution
Value
1
2
3
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5.2. Capital source:
- Owned capital: US$...
- Borrowed capital: US$...(prescribe in detail
the conditions for borrowing, guarantee, payment... )
6. List of equipment and machinery invested
abroad (if any).
Name of the
equipment
Technical
specifications
Volume
Value
1
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2
3
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7. Tempo of the project implementation (as from
the date of being granted license)
Name of work
Time for
completion
Value
1
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2
3
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8. Assessment of the result of project invested
abroad:
9. Problems related to the laborers:
9.1. Demand for bringing laborers abroad:
9.2. Regulations related to the assurance of
interests of Vietnamese laborers abroad
9.3. Mode of recruiting employment, plan for
training, plan for bringing Vietnamese laborers abroad.
III. WE PLEDGE:
1. To be responsible on the faithfulness and the
accuracy of the contents of the application and enclosed dossier.
2. To fully comply with the regulations
specified in the Investment License and abide by the Vietnam’s law and the law
of the investment receiving country.
IV. ATTACHED DOCUMENTS:
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2. Financial report of the enterprise in the
nearest year.
Made in
....date.....
(Signature and
seal)
Appendix I: Guidance on making up dossier
for project invested abroad
Form 2: Apply
to project on appraisal for granting Investment License
APPLICATION FOR INVESTMENT ABROAD
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- Pursuant to Decree No. 75/CP of November
01, 1995 of the Government on functions, task and powers of the Ministry of
Planning and Investment;
- Pursuant to Decree No. 22/1999/ND-CP of
April 14, 1999 of the Government on investment abroad of the Vietnamese
enterprises;
- Pursuant to Circular No..../ 2001/BKH-TT
dated..., 2001 of the Ministry of Planning and Investment guiding the
investment activities abroad by the Vietnamese enterprises.
The following signed people would like to submit
to the Ministry of Planning and Investment and application for investment
abroad:
I. VIETNAMESE ENTERPRISE
1. Name of enterprise:
2. Business Registration (or Establishment
Decision) No. ... dated..., granted by....(name of granting body) in....
3. Charter capital:
4. Number of account........ at....bank;
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6. Representative............Position...........;
Would like to be granted license for investment
abroad with the following targets and the operation areas:
-..............................................
-..............................................
II. WE PLEDGE:
1. To be responsible on the faithfulness and the
accuracy of the contents of the application and enclosed dossier.
2. To fully comply with the regulations
specified in the Investment License and abide by the Vietnams law and the law
of the investment receiving country.
III. ATTACHED DOCUMENTS:
1.Copy of Business Registration (or
Establishment Decision) of the enterprise
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3. Financial report of the enterprise in the
nearest year.
4.................
Made in ....date.....
(Signature and
seal)
Appendix I: Guidance on making up dossier
for project invested abroad
Form 3: Apply
to project on examination for granting Investment License
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I. VIETNAMESE ENTERPRISE
1. Name of enterprise:
2. Business Registration (or Establishment
Decision) No. ... dated..., granted by....(name of granting body) in....
3. Charter capital:
4. Number of account........at....bank;
5. Address of the head
office............Tel............Fax..........E-mail..................;
6.
Representative............Position...........;
(If there are several investors, the description
of every investor according to the above contents is required)
II. FINANCIAL SITUATION OF THE ENTERPRISE
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2. Summing up the assets of the enterprise
2.1. Available assets of the enterprise
2.2. Debt assets of the enterprise
3. Financial capabilities for carrying out the
project abroad
3.1. Owned capital
3.2. Borrowed capital
3.3. Capability for mobilizing capital
III. PROJECT INVESTED ABROAD
1.Mode of investment (prescribe in detail the
mode of investment abroad according to the provisions specified in the law of
the investment receiving country)
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3. Term of investment abroad:
4. Target and areas of investment abroad:
(detail description)
4.1. Target
4.2. Areas:
4.3. Exposition on products/services
4.4. Exposition on consumption market
5. Investment capital estimated to transfer
abroad:
5.1. Total estimated investment capital:
US$....., including
Mode of
capital contribution
...
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1
2
3
...
5.2. Capital source:
...
...
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- Borrowed capital: US$...(prescribe in detail
the conditions for borrowing, guarantee, payment... )
6. Technology, equipment and machinery
6.1. Exposition on technology
Diagram of main technological
process (or main technologies)
Main characteristics of the
selected technological solutions
Draft contract on the technology
transfer or technical assistance (if any)
6.2. List of machinery and equipment exported
for investment abroad (if any)
Name of the
equipment
Technical
specifications
...
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Value
1
2
...
...
...
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...
7. Import and export plan for carrying out the
project invested abroad
Items
...
...
...
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The... year
Stabilized year
Volume
Unit
(US$)
Value
(US$)
Volume
...
...
...
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(US$)
Value
(US$)
Volume
Unit
(US$)
Value
(US$)
I. Import
...
...
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1.
...
...
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2.
...
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3.
...
...
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...
...
...
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II. Export
...
...
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1.
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2.
...
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3.
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...
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8. Problems related to the laborers
...
...
...
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8.2. Regulations related to the assurance of
interests for Vietnamese laborers abroad
8.3. Mode of recruiting employment, plan for
training, plan for bringing Vietnamese laborers abroad.
9. Exposition on the tempo of the project
implementation
10. Financial analysis
10.1. Turnover (value)
10.2. Expectation on profits, losses
11. Assessment of the efficiency of the project
11.1. Financial efficiency
11.2. Social and economic efficiency of the
project
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12.1. Efficiency of the project
12.2. Proposals on preferential and other
measures must be applied by the State to the project (if any)
Date.......
(Signature and
seal)
Appendix I: Guidance on making up dossier
for project invested abroad
Form 4: Apply
to adjustment of Investment License
...
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Respectfully
to: The Ministry of Planning and Investment
- Pursuant to Decree No. 75/CP of November
01, 1995 of the Government on functions, tasks and powers of the Ministry of
Planning and Investment;
- Pursuant to Decree No. 22/1999/ND-CP of
April 14, 1999 of the Government on investment abroad of the Vietnamese
enterprises;
- Pursuant to Circular No..../ 2001/BKH-TT
dated..., 2001 of the Ministry of Planning and Investment guiding the
investment activities abroad by the Vietnamese enterprises.
The following signed people would like to submit
to the Ministry of Planning and Investment and application for adjustment of
Investment License No. ....granted by the Ministry of Planning and Investment
dated......
I. ADJUSTMENT CONTENTS:
-.........................................................
-..........................................................
................
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...
...
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1. To be responsible for the faithfulness and
the accuracy of the contents of the application and enclosed dossier.
2. To fully comply with the regulations
specified in the Investment License and abide by the Vietnam’s law and the law
of the investment receiving country.
III. ATTACHED DOCUMENTS:
Exposition on reasons of
adjustment, adjustment contents and other problems on the capital and financial
related to the adjustment of the Investment License
2. Report on investment activities abroad by the time of adjustment of the
Investment License
3.................
Made in
....date.....
(Signature and
seal)
...
...
...
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Form 5: Apply
to adjustment of Investment License
EXPOSITION ON ADJUSTMENT OF INVESTMENT LICENSE
I. VIETNAMESE ENTERPRISE
1. Name of enterprise:
2. Business Registration (or Establishment
Decision) No. ... dated..., registered (or granted) in....
3. Charter capital:
4. Number of account........ at....bank;
5. Address of the head
office............Tel.:...........Fax:..........E-mail..................;
...
...
...
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(If there are several investors, the description
of every investor according to the above contents is required)
II. FINANCIAL SITUATION OF THE ENTERPRISE
1. Exposition on the financial situation of the
enterprise (enclosed with the audited financial report in the nearest year)
2. Summing up the assets of the enterprise
2.1. Available assets of the enterprise
2.2. Debt assets of the enterprise
3. Financial capabilities for carrying out the
project abroad
3.1. Owned capital
3.2. Borrowed capital
...
...
...
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III. REPORT ON SITUATION OF THE PROJECT
INVESTED ABROAD
1. Exposition on the implementation of targets
regulated in the Investment License
2. Detail on the investment activities abroad
3. Exposition on the financial situation of the
project invested abroad (enclosed with the audited financial report by the time
of application for adjustment of Investment License)
IV. EXPOSITION ON ADJUSTMENT CONTENTS OF THE
INVESTMENT LICENSE
1. Detail on adjustment contents and reasons for
the adjustment
2. Exposition on capital invested abroad related
to the adjustment of the Investment License
Date.......
...
...
...
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Appendix II: Form
of annual report on investment activities abroad
Respectfully
to: The Ministry of Planning and Investment
A. THE SITUATION OF IMPLEMENTATION OF THE
INVESTMENT PROJECT IN THE INVESTMENT RECEIVING COUNTRY
- Project owner of Vietnamese side:
- Name of the project invested abroad:
- Number of Investment License:................
date of issuance: .....
- Investment capital registered to contribute by
Vietnamese enterprise for carrying out the
project:.................................................
...
...
...
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- Mode of
investment:........................(classified according to regulations issued
by the investment receiving country)
- Address:
-
Tel.....................Fax..........................
Code
Target
Unit
Carry out in
reporting year
A
B
...
...
...
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D
1
I. Implementation of the capital
contributed by Vietnam’s side
US$
2+3+4
Of which:
...
...
...
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Capital directly contributed from mother
company (Vietnamese enterprise invested abroad)
US$
3
Borrowed from foreign country (if any)
US$
4
Borrowed from Vietnam (if any)
...
...
...
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5
II. Vietnamese laborers sent abroad by
the enterprise, including:
person
6
Management cadres
...
...
...
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Workers
8
Other laborers
9
III. Main products of the project
...
...
...
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10
- List of each product
11
IV. Profits divided for Vietnamese side,
including:
US$
12+13+14
...
...
...
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Profit transfer to Vietnam
13
Use in the country receiving investment
14
Others
...
...
...
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US$
We pledge to be responsible for the faithfulness
and the accuracy of the reported figures.
Place,
date.....
General director
of the enterprise
(Signature and
seal)
(Full name)
Note: The financial
report certified by the auditing body or competent body of the investment
receiving country must be enclosed with this report.