This is reference to your email from which, we understand that your company (hereinafter referred to as “Client”) would like us to conductinglegal due diligence reviews in respect of a Vietnam company was established andoperating under the laws of Vietnam (hereinafter referred to as “Target Enterprise”), that isowner of and wants to sell real estate in Vietnam (hereinafter referred to as “thepremise”).
We therefore are grateful to present you our Legal ServicesProposal for your review and consideration.
1. SCOPE OF WORKS
Following works are proposed based on the request of Client. However, depending on thespecific position/situation of Client, several work items may not be necessary. Meanwhile,other works may be required. SB Law shall immediately advise Client the same upon reviewdocuments of the case. However, any additional works shall not fall under the scope of thisLegal Service Proposal Letter, but could be provided upon request.
(i) Conducting legal due diligence reviews in respect of the Target Enterprise and producing a legal due diligence report in English covering specific matters, includingdue incorporation, historical and existing shareholdings/ members, identity of seniorofficers, major business licenses, major corporate documents, the ownership of OfficeBuilding and the matters relating to the ownership of thisbuilding, continued existence of the Target Enterprise (including winding-up), properfillings (including all tax fillings), registrations with various authorities in Vietnam, particulars of any actual or threatened litigation, arbitration or administrativeproceedings concerning Target Enterprise in Vietnam;
(ii) Answering queries from Client, its sponsor, advisors;
For avoidance of any doubt, the scope of work shall strictly adhere to following specific assumption:
• The due diligence will be based essentially on results from searches of public records (if available) and documents provided by the Target Enterprise and/or Client, and the relevant parties will cooperate to provide documents requested in full and in a timely manner;
• While it may be necessary to work on-site at the Target Enterprise, such field work (if any) will be limited to two days;
• The scope of due diligence investigation is limited to matters set out in Item (i) above;
• The due diligence documents will be available in Vietnamese or English;
• Communication will be in English, and will mostly be via email and telephone;
• For litigation and insolvency searches, there is virtually no public record in Vietnam, nor are court dockets available. SB Law will conduct general searches on public sources (such as the internet, certain online databases of governmental agencies, if any), and the information may be limited;
• Most substantive works in connection with the legal due diligence in Vietnam and the issuance and update of the Vietnam legal opinion or due diligence report will be within a time span of up to four months, and no significant substantive works will be required thereafter;
• Structure of the transaction based on information known by us, and our experience in similar cases. However, each transaction is different, and the transaction referred to above may develop differently than the parties anticipated, the scope of work may be enlarged to cover aspects not initially covered, and so on. In such case, if our estimated fees are exceeded, SB Law will also be entitled to discuss with Client to revisit our fees.
2. RESPONSIBILITIES OF YOUR COMPANY
(I) Provide legal documents in English or Vietnamese according to the list of documents provided by us; and
(ii) Arrange meetings between us and related individuals and organization for the purpose of due diligence investigation.
2. The Price for performing the SB Law services as mentioned in item 3 above will be3,000USD (Three thousand and five hundred US Dollar). The fee is exclusive of 10% VAT.
If you would like further information on Due diligence in field of real estate in Vietnam, please either email to our Partners at: info@sblaw.vn or call to our Office:
Ha Noi Office: +84 (4) 62 62 0246
HCM Office: +84 (8) 35 208 101.
