1. Pursuant to the Foreign Investment Law, Decree No. 24/2000/ND-CP and relevant regulations, People’s Committees of provinces [and] cities directly under the Central Authority (hereinafter collectively referred to as "Provincial-Level People’s Committees") shall promulgate regulations concerning State management over foreign investment activities in their geographical area and measures for encouraging foreign investment in their locality, [and] ministries and branches shall promulgate regulations to provide guidelines for foreign investment in the fields that are within [the scope of] their functions and control authority. Ministries, branches and Provincial-Level People’s Committees are required to consult with the Ministry of Planning and Investment prior to promulgating the above [statutory] instruments.

2. Based on the masterplan [and] direction for socio-economic development that are approved from time to time, mministries, branches and Provincial-Level People’s Committees shall prepare the List of Projects Inviting Foreign Investment Capital for their own branch and locality.

3. The Ministry of Planning and Investment shall prepare the List of National Projects Inviting Foreign Investment Capital and submit [it] to the Prime Minister of the Government for announcement. Ministries, branches and Provincial-Level People’s Committees shall announce the List of Projects Inviting Foreign Investment Capital for their own branch and locality after having reached an agreement with the Ministry of Planning and Investment.

4. The List of Projects Inviting Foreign Investment Capital must include a Projects Summary containing preliminary information on the objectives, locations, main technical specifications and the anticipated Vietnamese Party to participate therein in accordance with Forms 1 and 2 in Appendix I of this Circular.

5. The announcement of the Lists of Projects Inviting Foreign Investment Capital is for the purpose of creating favourable conditions for Foreign Investors to select an investment project and shall serve as a basis for organizing investment campaigns and promotions.

6. In principle, when a List of Projects Inviting Foreign Investment Capital is announced [to be effective] for a period of time, the projects included in the List are considered to have been consistent with the masterplan for that period. With respect to projects that are proposed and selected by the investing Parties themselves and are not included in the above Lists, the Investment License Issuing Authority shall compile the opinions of the relevant authorities and give its own opinions in regard to the plan and implementation policy therefor in order to create favourable conditions for the investing Parties to negotiate [and] prepare the application dossier for the issuance of an Investment License.

7. Ministries, branches and Provincial-Level People’s Committees shall regularly review and update [their] List of Projects Inviting Foreign Investment Capital in order to adjust [it] in a timely manner to make [it] consistent with the masterplan and compaign requirements for investment from time to time.

Article 2: Investment Promotions

1. Ministries, branches and Provincial-Level People’s Committees shall organize the propagation and introduction of [their] List of Projects Inviting Foreign Investment Capital and shall organize investment compaigns for each individual field [and] project by meeting with Foreign Investors directly or by organizing seminars or other investment promotional activities within the country and abroad.

2. The above activities may be carried out in co-ordination with the Ministry of Planning and Investment, the Vietnamese Chamber of Commerce and Industry , a Vietnamese trade, economic or diplomatic representative office abroad, or a domestic or overseas investment promotion and consulting organization.

3. Ministries, branches and Provincial-Level People’s Committees shall appoint [their] focal body to assume the responsibilities of providing information about [their] masterplan and List of Projects Inviting Foreign Investment Capital, recommending locations and Parties to the investment, [and] [providing] other necessary information for the formulation and implementation of a project at the request of its investor.

4. An investment project may be introduced to several different partners in order to select the most appropriate investor who has full legal status, financial capacity and experience to implement the project. The exploration of the above information concerning a Foreign Investor may be effected by means of direct contact or through a Vietnamese trade, economic or diplomatic representative office abroad or through a domestic or overseas investment consulting or auditing company or bank.

Article 3: Organization of Negotiations

1. The Vietnamese Party and Foreign Party shall organize direct negotiations with respect to projects to be invested in the form of a Joint Venture or Business Co-operation Contract. In principle, the Vietnamese Party shall negotiate with the Foreign Party in accordance with the prepared negotiation plan in which the requirements to be attained shall be anticipated in advance, especially for matters relating to the method and proportions of capital contribution, loans for the investment capital, profit distribution, performance of financial obligations to the State, etc. With respect to projects that are invested pursuant to a program of the Government, and important projects of ministries, branches and localities, the negotiation plan must be submitted to the competent authority for passage.

If encountered with any problem during the course of negotiation, the Vietnamese Party may consult with the Ministry of Planning and Investment [or] the relevant Provincial-Level People’s Committee or ministry or branch for their opinions.

2. With respect to a project that is invested in the form of an Enterprise With One Hundred Per Cent (100%) Foreign-Owned Capital, the Foreign Investor shall make agreement with the [relevant] Provincial-Level People’s Committee on the location, land rental rate, site clearance and compensation plans, etc., in accordance with the regulations in force.

3. With respect to a project of a large scale or an important project as determined by the Government, the competent State authority or the Vietnamese Party to which the Prime Minister of the Government has delegated the negotiation responsibility shall organize a consultation for opinions or invite representatives from relevant authorities to participate in the negotiations with the Foreign Party in order to ensure that the requirement on inter-branch co-ordination [are met].

Article 4: Preparation of a Project Dossier

An investor may prepare by itself, or retain an investment consulting service organization authorized to operate in Vietnam to prepare, the application dossier for the issuance of an Investment License in accordance with the provisions of the Foreign Investment Law, Decree No. 24/2000/ND-CP and relevant statutory instruments. In any circumstance, the investor is [solely] responsible for the accuracy [and] truthfulness of the application dossier for the issuance of an Investment License.

Article 5: Foreign Investment Consulting Service Activities

1. Investment consulting service organizations in any economic sector which are authorized to operate in Vietnam shall register [their] practice in investment consultation in accordance with the provisions of law in force. Ministries, branches and Provincial-Level People’s Committees shall forward to the Ministry of Planning and Investment a list of Vietnamese enterprises that have registered to do business in foreign investment consulting services and shall jointly co-ordinate in administering and providing guidelines for the activities of these enterprises in order to ensure that the directions [and] objectives for attracting foreign investment are implemented properly.

2. The investment consulting service organizations mentioned in Clause 1 of this Article are allowed to provide consulting services relating to the establishment and implementation of the activities of investment projects in accordance with the provisions of the Foreign Investment Law, Decree No. 24/2000/ND-CP and relevant statutory instruments. An investment consulting service organization is entitled to make agreement with an investor on the consulting fee based on the scale [and] nature of the project and the consultation contents; in the event that a service to be provided is subject to a schedule of charges prescribed by the State, the schedule of charges shall apply.

3. The Ministry of Planning and Investment, ministries, branches [and] Provincial-Level People’s Committees shall regularly publicize laws, masterplans, mechanisms and policies concerning foreign investment, [and] shall co-ordinate with and assist investment consulting service organizations in carrying out investment promotional activities.

4. Investment consulting service organizations shall operate in accordance with the stipulations in [their] Business Registration or Investment License (with respect to enterprises established under the Foreign Investment Law) and other provisions of law concerning the consulting practice.

An investment consulting service organization is responsible before the law and the investor for the accuracy and truthfulness of [its] consulting services; in the event of causing a damage to the interests of the State of Vietnam or of the investor, [it] will be handled, depending on the nature and extent [of the damage], in accordance with the provisions of law in force.