1

1. WTO, VKFTA, VJEPA, AFAS, and UKVFTA: The right to distribute recorded media is excluded.

- For motion picture production (CPC 96112, excluding video tapes), motion picture distribution (CPC 96113, excluding video tapes), and motion picture projection services (CPC 96121):

+ All films must have their content censored by Vietnam’s competent authorities.

+ Only in the forms of business cooperation contracts or joint ventures with Vietnamese partners who are authorized to provide these services in Vietnam. The foreign capital contribution must not exceed 51% of the legal capital of the joint ventures.

- Exclusively for motion picture projection services (CPC 96121): Vietnam’s houses of culture, film projection places, public cinema clubs and societies and mobile shadow play teams are not allowed to enter into business cooperation contracts or form joint ventures with foreign service providers.

Note: This sector is on the List of Most-Favored-Nation Exemptions in WTO Commitments.

2. ACIA: This Agreement imposes limitations on: (i) Publishing of books, brochures, musical books and other publications (ISIC 2211); (ii) Publishing of newspapers, journals and periodicals (ISIC 2212); (iii) Publishing of recorded media (ISIC 2213); (iv) Other publishing (ISIC 2219).

3. CPTPP:

a) Annex NCM I-VN-9:

For motion picture production (CPC 96112), motion picture distribution (CPC 96113), and motion picture projection services (CPC 96121):

+ Foreign investment to provide motion picture production, distribution and projection services shall not be permitted except through business cooperation contracts or joint ventures with Vietnamese partners who are authorized to provide such services, or the purchase of shares in Vietnamese enterprises legally authorized to provide such services. In the case of joint ventures or the purchase of shares in enterprises, foreign equity shall not exceed 51%.

+ For motion picture projection services, foreign organizations and individuals are not permitted to enter into business cooperation contracts or form joint ventures with Vietnam’s cultural houses, public cinema clubs and societies, mobile shadow play teams, or owners or operators of temporary motion picture projection locations.

+ Cinemas must screen Vietnamese films on major national holidays. The ratio of Vietnamese films to total films screened annually shall not be less than 20%. Cinemas should show at least one Vietnamese film between 18:00 and 22:00.

b) Annex NCM I-VN-25

Foreign investment in state-trading enterprises of Vietnam that are allowed to import certain recorded media, as specified in Table 8c of the Report of the Working Party on the Accession of Vietnam in the WTO, is not permitted. For greater certainty and consistency with Article 9.11.1.c (Ratchet), the liberalization of a state-trading enterprise does not require the liberalization of all state-trading enterprises.

c) Annex NCM II-VN-14:

For sound recording: Vietnam reserves the right to adopt or maintain any measure with respect to sound recording services except that it shall permit foreign ownership of up to 51% of enterprises engaged in sound recording.

d) Annex NCM II-VN-20:

For production and distribution of video records: Vietnam reserves the right to adopt or maintain any measure with respect to investment in the production and distribution of video records on whatever medium.

4. EVFTA Annex 8-C: Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in sub-paragraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not in conformity with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam’s Schedule of Specific Commitments).

5. Vietnamese law:

(i) Foreign organizations and individuals distributing audiovisual recordings of artistic performances in Vietnam must comply with the Government’s Decree No. 144/2020/ND-CP dated December 14, 2020 on performing arts activities and other relevant legal regulations and must not violate international treaties to which the Socialist Republic of Vietnam is a signatory.

(Eligibility criteria for circulating audiovisual recordings of artistic performances for commercial purposes are prescribed in Article 22 of Decree No. 144/2020/ND-CP: (1) Entities qualified as public service providers for artistic performance delivery and entities registered for audiovisual recording business in accordance with the law. (2) Legal deposit shall follow Article 23 of this Decree)

(ii) Foreign organizations and individuals are prohibited from directly distributing visual recordings of artistic performances in Vietnam.

5.1. The online dissemination of motion pictures is prescribed in Clauses 1 and 2, Article 21 of the 2022 Law on Cinematography.

1. Entities authorized to disseminate motion pictures online include motion picture dissemination enterprises, public service units, and organizations under this Law and other relevant legal regulations.

2. Entities disseminating motion pictures online, as outlined in Clause 1 of this Article, must comply with obligations prescribed inPoints c and d, Clause 2, Article 18 of this Law, along with other relevant legal regulations and the following provisions:

a) Not disseminating motion pictures that violateArticle 9 of this Lawand other relevant legal regulations;

b) Ensuring compliance with the Government regulations on motion picture classification and assume legal responsibility for the content and results of such classification before disseminating motion pictures online. In the event of failing to meet classification requirements, it must submit a request to the Ministry of Culture, Sports, and Tourism, or an authorized agency of the Ministry, for the classification of motion pictures that lack a Motion Picture Classification Certificate or Broadcast Decision, following the procedures specified inClauses 3 and 4, Article 27 of this Law;

c) Notifying the Ministry of Culture, Sports, and Tourism of the list of motion pictures to be disseminated and their classification results prior to online dissemination;

d) Implementing necessary technical measures and provide guidance for parents or guardians to control and manage children’s access to age-appropriate online motion pictures and allow users to report those violating this Law;

dd) Providing contact information to receive and handle requests from state authorities, as well as feedback, complaints, and reports from service users;

e) Removing motion pictures violatingArticle 9 of this Lawand other relevant legal regulations upon written request of a competent state authority.

2

1. WTO, VKFTA, VJEPA, and AFAS: The right to distribute recorded media is excluded.

- WTO, VKFTA, and VJEPA:

+ For the production, distribution, and projection of television programs and cinematographic works: measures based upon co-production agreements of audiovisual works, which extend National Treatment to audiovisual works covered by such agreements.

+ For the production and distribution of television programs and cinematographic works: measures extending support programs to audiovisual works and suppliers of such works to meet the origin criteria.

+ For the production and distribution of audiovisual works through broadcasting transmission to the public: measures that extend National Treatment to audiovisual works that meet certain origin criteria regarding access to broadcasting transmission.

Note: This sector is on the List of Most-Favored-Nation Exemptions in WTO Commitments.

2. CPTPP: Annex NCM II-VN-21:

Production, distribution, and projection of television programs and cinematographic works: Vietnam reserves the right to adopt or maintain subsidies inconsistent with Article 9.9.2 for audio-visual services and preferential treatment to television programs and cinematographic works produced under co-production agreements.

3. EVFTA: Annex 8-C: Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in sub-paragraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not in conformity with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam’s Schedule of Specific Commitments).

4. Vietnamese law:

Foreign investment cooperation in cinematography: (Article 8 of the 2022 Law on Cinematography)

a) The ratio of charter capital ownership of foreign investors in economic organizations: no more than 51% of the charter capital.

b) Forms of investment: As prescribed in Clause 1, Article 8 of the 2022 Law on Cinematography

c) Other conditions: Vietnam’s cultural houses, film projection places, public cinema clubs and societies and mobile film-screening teams are not permitted to enter into business cooperation contracts or form joint ventures with foreign service providers.

3

1. WTO and equivalent FTAs: Unbound regarding the journalism sector, including radio and television broadcasting and electronic information

2. CPTPP: Annex NCM II-VN-19: Mass communication: Press and news-gathering agencies, publishing, radio and television broadcasting, in any form.

Vietnam reserves the right to adopt or maintain any measure with respect to the sub-sectors listed above, including regulating activities in these sub-sectors in accordance with Vietnam’s laws and regulations.

For greater certainty, the absence of a reservation against the obligations of cross-border services does not preclude Vietnam from ensuring that the cross-border supply of the listed sub-sectors complies with Vietnam’s laws and regulations, including applicable registration and licensing requirements.

3. Vietnamese law:

Eligibility criteria for Paid Radio and Television Service Licenses (Article 12 of Decree No. 06/2016/ND-CP): Foreign-invested enterprises seeking to obtain such licenses must have their policies approved by the Prime Minister. (Clause 2, Article 31 of the 2020 Law on Investment stipulates that foreign investors’ journalism projects are subject to the Prime Minister’s approval of investment policy).

Conditions for granting a Paid Television Service License, registering the list of content broadcasting on radio and television, and announcing the quality of radio and television services are prescribed in Decree No. 06/2016/ND-CP.

4

4.1

Insurance and insurance-related services

a) Direct insurance (Life insurance, excluding health insurance; Non-life insurance)

b) Reinsurance and retrocession

c) Insurance intermediation (such as insurance brokerage and agency)

d) Services auxiliary to insurance (such as consultancy, actuarial, risk assessment and claim settlement)

1. WTO, VJEPA, VKFTA, and CPTPP: None, except:

Non-life branches of foreign insurance enterprises shall be permitted under prudential regulations.

2. EVFTA: None, except as indicated in the horizontal commitments.

- Non-life branches of foreign insurance enterprises shall be permitted.

- Branches of foreign reinsurance enterprises shall be permitted after three years from the date of entry into force of this Agreement.

- For greater certainty, this shall be subject to prudential regulations.

3. Vietnamese law:

3.1. The general conditions for granting the license to establish and operate to insurance and reinsurance enterprises as prescribed in Article 64 of the Law on Insurance Business No. 08/2022/QH15 dated June 16, 2022;

3.2. The conditions for capital-contributing members for establishing a limited liability insurance or reinsurance enterprise: as prescribed in Article 65 of the Law on Insurance Business No. 08/2022/QH15 dated June 16, 2022

Specifically, organizations established under foreign law must meet the following conditions:

- The organization must be a foreign insurance or reinsurance enterprise, or a financial or insurance group;

- A competent authority from the organization’s home country must certify that the organization has not committed any serious violations of the insurance business laws applicable in the jurisdiction of its headquarters for three consecutive years preceding application for the license to establish and operate;

- The organization must have operated directly or through subsidiaries in the insurance sub-sector intended for applying for licensing in Vietnam for at least the last 07 consecutive years;

- The total assets of the organization must be at least USD 2 billion in the year preceding the application for the license to establish and operate;

- The organization must commit to providing financial, technological, operational, corporate management, and risk management support to the insurance or reinsurance enterprise to be established in Vietnam, ensuring compliance with financial security and risk management regulations under this Law;

- The eligible organization as prescribed above may authorize its foreign investment subsidiaries to establish its insurance or reinsurance enterprises in Vietnam. Foreign investment subsidiaries must meet the conditions specified in Point d of this Clause;

- Economic organizations established under Vietnamese law must meet the following conditions: the total assets of the organization must be at least VND 2,000 billion in the year preceding the application for the license to establish and operate;

- Pursuant to Point d, Clauses 1 and 2 of this Article, the Government shall specify the minimum threshold for total assets as appropriate from time to time.

3.3. The conditions for shareholder structure and capital contribution to establish a joint stock insurance and reinsurance enterprise: as prescribed in Article 66 of the Law on Insurance Business

3.4. The conditions for granting the license to establish and operate foreign branches in Vietnam: as prescribed in Article 67 of the Law on Insurance Business

a) Foreign non-life insurance and reinsurance enterprises establishing branches in Vietnam must meet the following conditions:

- Being headquartered in a country that has signed international treaties with Vietnam permitting the establishment of Vietnamese branches, and whose state foreign insurance regulator has a signed international agreement with Vietnam’s Ministry of Finance on the management and supervision of branch operations;

- Obtaining permission from the state foreign insurance regulator of the country where the enterprise headquarters to establish and operate a branch in Vietnam, within the scope of insurance operations permitted;

- Having a minimum of 07 years of experience in the sector/sub-sector proposed for licensing in Vietnam;

- Meeting the minimum total asset requirements specified in Point d, Clauses 1 and 3, Article 65 of the Law on Insurance Business

- Achieving profitable business operations in the 03 most recent consecutive fiscal years prior to the application for branch establishment and meet the government-mandated financial conditions;

- Committing to guaranteeing and assuming responsibility for all obligations and commitments of the Vietnamese branch.

b) Foreign non-life insurance and reinsurance branches to be established and operating in Vietnam must meet the following conditions:

- Securing capital in Vietnamese Dong that meets or exceeds the government-mandated minimum;

- Ensuring that the capital used to establish the branch is legal and not derived from loans or entrusted investment capital in any form;

- Employing a Branch Director and an Actuary who meet the conditions and standards prescribed in Article 81 of the Law on Insurance Business on management capacity, experience, and professional expertise.

3.5. Foreign investor ownership ratio: as prescribed in Article 68 of the Law on Insurance Business.

3.6. Pursuant to Decree No. 46/2023/ND-CP dated July 1, 2023 detailing the implementation of a number of articles of the Law on Insurance Business.

- Financial conditions for granting the license to establish and operate foreign insurance and reinsurance enterprises, and branches in Vietnam: as prescribed in Article 11 of Decree No. 46/2023/ND-CP

+ Organizations contributing 10% or more of the charter capital to establish insurance or reinsurance enterprises must meet the provisions in Articles 64, 65, and 66 in addition to the following financial conditions:

Capital-contributing organizations in sectors with minimum legal, charter capital, or capital requirements must ensure that their owner’s equity, after deducting the minimum legal, charter capital or capital, is at least equal to their planned capital contribution;

For capital-contributing organizations established and operating under the Law on Credit Institutions, Law on Insurance Business, or Law on Securities, these organizations must meet and maintain financial security conditions and obtain capital contribution approval from a competent authority of the country where its headquarters is located as prescribed by law. If relevant laws do not mandate the competent authority to give written approval, the capital-contributing organization is required to obtain a written confirmation of this;

If the capital-contributing organization is a foreign insurance or reinsurance enterprise, or a financial or insurance group, it must meet and maintain financial security conditions and obtain approval for establishing an insurance or reinsurance enterprise in Vietnam from a competent authority of the country where it headquarters. If the regulations of the country where the organization headquarters do not mandate written approval, a written confirmation from a competent authority in accordance with the laws of that country is required;

Audited financial statements with full acceptance are required for the three years prior to submitting the application for the license to establish and operate.

- Foreign non-life insurance and reinsurance enterprises establishing branches in Vietnam must meet the requirements in Article 67 of the Law on Insurance Business, as well as the following financial conditions:

Capital-contributing organizations in sectors with minimum legal, charter capital, or capital requirements must ensure that their owner’s equity, after deducting the minimum legal, charter capital or capital, is at least equal to their planned capital contribution;

Audited financial statements with full acceptance are required for the three years prior to submitting the application for the license to establish and operate.

The foreign non-life insurance and reinsurance enterprise must be certified by a competent authority from the country where it headquarters that it has met and maintained financial security conditions without any serious violations of the insurance business laws for three consecutive years preceding application for the license to establish and operate.

4.2

Banking and other financial services

(a) Acceptance of deposits and other repayable funds from the public

(b) Lending of all types, including consumer credit, mortgage credit, factoring and financing of commercial transaction

(c) Financial leasing

(d) All payment and money transmission services, including credit, charge, and debit cards, traveler’s checks and banker's drafts

(e) Guarantees and commitments

(f) Trading for one’s own account or for account of customers, whether on an exchange, in an over-the-counter market or otherwise, the following: Money market instruments (including checks, bills of exchange, and certificates of deposits); Foreign exchange; Exchange rate and interest rate instruments, including products such as swaps and forward contracts; Bullion

(h) Money broking

(i) Asset management, such as cash or portfolio management, all forms of collective investment management, pension fund management, custodial, depository and trust services.

(j) Clearing and settlement services for financial assets, including securities, derivative products and other negotiable instruments.

(k) Provision and transfer of financial information, and financial data processing and related software by other financial service suppliers.

(l) Advisory, intermediation and other auxiliary financial services on all activities listed in sub-paragraphs from (a) to (k), including credit reference and analysis, investment and portfolio research and advice, advice on acquisitions and on corporate restructuring and strategy.

Commitments with respect to banking and other financial services are undertaken in accordance with relevant laws and regulations promulgated by competent authorities of Vietnam to ensure the consistency with Article VI of the GATS and Paragraph 2 (a) of the Annex on Financial Services.

As a general rule and on a non-discriminatory basis, the offer of banking and other financial services or products is subject to relevant institutional and juridical form requirements.

1. 1. WTO, AFAS, VJEPA, VKFTA, and EVFTA: None, except:

Foreign credit institutions are only permitted to establish commercial presence in Vietnam in the following forms:

(i) For foreign commercial banks: representative office, branch of foreign commercial bank, commercial joint venture bank with foreign capital contribution not exceeding 50% of charter capital, joint venture financial leasing company, 100% foreign-invested financial leasing company, joint venture finance company and 100% foreign-invested finance company, and, beginning on April 1, 2007, 100% foreign-owned banks are permitted.

(ii) For foreign financial companies: representative office, joint venture finance company, 100% foreign-invested finance company, joint venture financial leasing company, and 100% foreign-invested financial leasing company.

(iii) For foreign financial leasing companies: representative office, joint venture financial leasing company, and 100% foreign-invested financial leasing company.

b) Equity participation:

(i) Vietnam may limit equity participation by foreign credit institutions in equitized Vietnamese state-owned commercial banks to the same level as equity participation by Vietnamese banks.

(ii) For capital contribution in the form of buying shares, the total equity held by foreign institutions and individuals in each Vietnamese joint-stock commercial bank may not exceed 30% of the bank's charter capital, unless otherwise provided by Vietnamese laws or authorized by a competent Vietnamese authority.

c) Branches of foreign commercial banks:

- Are not allowed to open other transaction points other than its branch offices.

d) Upon accession, foreign credit institutions are allowed to issue credit cards on a national treatment basis.

dd) Other conditions of WTO, AFAS, VJEPA, and VKFTA:

- The conditions for the establishment of a branch of a foreign commercial bank in Vietnam: The parent bank must have total assets of over USD 20 billion at the end of the year prior to application.

- The conditions for the establishment of a branch of a foreign commercial bank in Vietnam: The parent bank must have total assets of over USD 20 billion at the end of the year prior to application.

- The conditions for establishing a 100% foreign-owned finance company, a joint venture finance company, a 100% foreign-owned financial leasing company or a joint venture financial leasing company: The foreign credit institution must have total assets of over USD 10 billion at the end of the year prior to application.

- Only individuals with Vietnamese nationality are allowed to be founding shareholders of a joint stock commercial bank.

2. CPTPP: Annex III Financial Services: III-VN-6 to III-VN-12; III-VN-16 to III-VN-20 and Annex II (Cross-Border Trade in Services and Investment) for the reservation in II-VN-6 (reservation relating to MFN obligations)

3. Vietnamese law:

3.1. Legal capital of foreign bank branches is prescribed in Clause 2, Article 15 of Decree No. 86/2019/ND-CP.

Foreign bank branches that were granted licenses to establish and operate before Decree No. 86/2019/ND-CP takes effect must ensure that their actual contributed or allocated charter capital is at least equal to the legal capital prescribed in Article 2 of this Decree from the date this Decree takes effect.

3.2. Conditions for purchasing shares at joint stock credit institutions

a) The share ownership ratios for foreign investors are prescribed in Article 7 of Decree No. 01/2014/ND-CP

b) The forms of share purchase for foreign investors are prescribed in Article 6 of Decree No. 01/2014/ND-CP.

c) The capacity of investors and investment partners:

- The conditions for foreign organizations to purchase shares leading to ownership of 10% or more of the charter capital of a Vietnamese credit institution are prescribed in Article 9 of Decree No. 01/2014/ND-CP;

- The conditions for foreign organizations to purchase shares and become foreign strategic investors are specified in Article 10 of Decree No. 01/2014/ND-CP.

d) Other conditions:

- The obligations of foreign investors are prescribed in Clause 5, Clause 6, Clause 7, Article 14 of Decree No. 01/2014/ND-CP.

- Vietnam reserves the right to adopt and maintain any measures with respect to the equitization of state-owned commercial banks and the restructuring of credit institutions in Vietnam.

3.3. The conditions for the total share ownership of foreign investors at a Vietnamese non-bank credit institution are prescribed in Clause 5, Article 7 of Decree No. 01/2014/ND-CP.

3.4. Joint venture credit institutions and 100% foreign-owned credit institutions are granted a license upon meeting all conditions prescribed in Clause 2, Article 20 of the 2010 Law on Credit Institutions.

3.5. A foreign bank branch is granted a license upon meeting all conditions prescribed in Clause 3, Article 20 of the 2010 Law on Credit Institutions.

3.6. Representative offices of foreign credit institutions and other foreign organizations with banking activities are granted a license upon meeting all conditions prescribed in Clause 4, Article 20 of the 2010 Law on Credit Institutions.

4.3

Financial services provided by non-financial institutions, excluding the provision and transfer of financial information and advisory financial services

CPTPP:

a) Annex NCM I-VN-28: Financial services provided by non-financial institutions, excluding the provision and transfer of financial information and advisory financial services

All existing non-conforming measures at the central and regional levels of the government.

b) Annex III Financial Services: III-VN-17 to NCM-III-VN-19

4.4

Securities services

(f) Trading for one’s own account or for account of customers on a stock exchange, in an over-the-counter (OTC) market or otherwise, the following: Derivatives, including futures and options contracts; Transferable securities; Other negotiable instruments and financial assets, excluding bullion.

(g) Participation in the issues of all types of securities, including underwriting, acting as a (public or private) placement agent, and provision of services related to such issues.

(i) Asset management, such as portfolio management, all forms of collective investment management, pension fund management, custodial, depository and trust services.

(j) Clearing and settlement services for securities, derivatives and other securities-related products.

(k) Provision and transfer of financial information, and related software by securities service suppliers.

(l) Advisory, intermediation and other securities-related auxiliary services, excluding activities in the sub-paragraph

(f), including investment and portfolio research and advice, advice on corporate acquisitions, corporate restructuring and strategy (For other services under (l), refer to sub-paragraph (l), commitments under banking services).

1. WTO, VJEPA, VKFTA, and EVFTA:

The establishment of 100% foreign-invested securities enterprises shall be permitted. For services from C(i) to C(l), foreign securities service providers are allowed to establish branches.

2. CPTPP:

Annex III Financial Services: III-VN-15; III-VN-17 to III-VN-19; III-VN-24 to III-VN-27.

3. Vietnamese law:

3.1. The conditions for granting a license to establish and operate securities business to a securities company

a) The ratio of charter capital ownership of foreign investors in economic organizations:

Foreign investors are allowed to contribute capital to establish, and purchase shares and capital contribution of, securities companies and securities investment fund management companies as prescribed in Article 77 of the 2019 Law on Securities.

b) Forms of investment: Purchase of shares and capital contribution, as well as committing capital contribution to establish a limited liability company or joint stock company (Securities companies and securities investment fund management companies are organized as limited liability companies or joint stock companies as prescribed by the Law on Enterprises).

c) The capacity of investors and investment partners:

Foreign organizations contributing capital to establish and purchasing shares or capital contribution to own 100% of the charter capital of a securities company or securities investment fund management company must satisfy the conditions prescribed by Clause 2, Article 77 of the 2019 Law on Securities.

d) Other conditions:

- The conditions for shareholders and capital contributing members include: Shareholders and capital contributing members who are foreign investors must satisfy the conditions prescribed by Article 77 of the 2019 Law on Securities.

- In case a securities company is organized as a single-member limited liability company, the owner must be an insurance enterprise or a commercial bank or a foreign organization that meets the provisions of Clause 2, Article 77 of the 2019 Law on Securities.

3.2. Conditions for granting a license to establish and operate securities business to a securities investment fund management company

a) The ratio of charter capital ownership of foreign investors in economic organizations:

Foreign investors are allowed to contribute capital to establish, and purchase shares and capital contribution of, securities companies and securities investment fund management companies as prescribed in Article 77 of the 2019 Law on Securities.

b) Forms of investment: Purchase of shares and capital contribution, as well as committing capital contribution to establish a limited liability company or joint stock company (Securities companies and securities investment fund management companies are organized as limited liability companies or joint stock companies as prescribed by the Law on Enterprises).

c) The capacity of investors and investment partners: Foreign organizations contributing capital to establish, and purchasing shares or capital contribution to own 100% of the charter capital of a securities company or securities investment fund management company must satisfy the conditions prescribed by Clause 2, Article 77 of the 2019 Law on Securities.

d) Other conditions:

- The minimum charter capital of a foreign fund management company in Vietnam is VND 25 billion.

- The conditions for shareholders and capital contributing members include: Shareholders and capital contributing members who are foreign investors must satisfy the conditions prescribed by Article 77 of the 2019 Law on Securities.

- In case the securities investment fund management company is organized as a single-member limited liability company, the owner must be a commercial bank or insurance enterprise or securities company or foreign organization that meets the provisions of Clause 2, Article 77 of the 2019 Law on Securities.

3.3. Conditions for granting a license to establish and operate securities business to branches of foreign securities companies and fund management companies in Vietnam

3.3.1. For the establishment of a branch of a foreign securities company

a) Scope of operation: Only permitted to provide securities investment consulting services.

b) The capacity of investors and investment partners: Foreign securities companies are allowed to establish branches in Vietnam upon meeting the conditions prescribed by Clause 1, Article 76 of the 2019 Law on Securities.

d) Other conditions: Only 01 branch can be established in Vietnam.

3.3.2. For the establishment of a branch of a foreign fund management company

a) Scope of operation: Only permitted to provide asset management services for capital mobilized abroad

b) The capacity of investors and investment partners: Foreign securities companies are allowed to establish branches in Vietnam upon meeting the conditions prescribed by Clause 2, Article 76 of the 2019 Law on Securities.

c) Other conditions: Only 01 branch can be established in Vietnam.

3.4. Conditions for establishing representative offices of foreign securities companies and fund management companies in Vietnam

a) The scope of operation of representative offices of foreign securities companies and fund management companies in Vietnam shall comply with the provisions of Clause 2, Article 78 of the 2019 Law on Securities.

b) The capacity of investors and investment partners: Foreign securities companies and fund management companies are allowed to establish representative offices in Vietnam upon meeting the conditions prescribed by Clause 1, Article 78 of the 2019 Law on Securities.

5

5.1

Postal services (CPC 7511**)

Courier services (CPC 7512**)

1. WTO, AIFTA, AKFTA, ACFTA, AJFTA, AFAS, and VJFTA

Regulations: Unbound, permits the establishment of 100% foreign-invested companies

Additional commitment

Services and service providers of Members shall be accorded treatment no less favorable than that accorded to Vietnam Post or its subsidiaries with respect to competitive activities.

Note: AFAS, EVFTA, AANZFTA, and RCEP do not make mode 4 commitments on the presence of natural persons, moving this to the Annex on the Movement of Natural Persons with the level of commitment equivalent to that of the WTO)

2. CPTPP: Commitments similar to those of the WTO

3. EVFTA:

Annex 8-B: None imposed on Postal services (CPC7511** and 7512**) (Except public and dedicated services).

Services and service providers of Members shall be accorded treatment no less favorable than that accorded to Vietnam Post or its subsidiaries with respect to competitive activities.

4. Vietnamese law:

Enterprises providing postal services must be granted a Postal License or a Document confirming Notification of Postal Activities.

5.2

Telecommunications services:

1. WTO, BTA, AJCEP, AKFTA , ACFTA, AIFTA, AANZFTA, AHKFTA, VJCEP, VKFTA, VN-EaEU FTA, RCEP, EVFTA, and CPTPP:

The commitments below are in accordance with the “Notes for Scheduling Basic Telecom Services Commitments” (S/GBT/W/2/REV.1) and the “Market Access Limitations on Spectrum Availability” (S/GBT/W/3)”. For the purpose of these commitments, a "non-facilities-based service provider" means a service provider which does not own transmission capacity but contracts for such capacity, including submarine cable capacity, including on a long-term basis, from a facilities-based service provider. A non-facilities-based service provider is not otherwise excluded from owning telecommunications equipment within its premises and permitted public service provision points (POP).

For basic telecommunications services: (a) Voice telephone services (CPC 7521); (b) Packet-switched data transmission services (CPC 7523**); (c) Circuit switched data transmission services (CPC 7523**); (d) Telex services (CPC 7523**); (e) Telegraph services (CPC 7523**); (f) Facsimile services; (CPC 7521** + 7529**); (g) Private leased circuit services (CPC 7522** + 7523**);

(o*) Other services: - Video conference services (CPC 75292); - Video transmission services, excluding broadcasting[1]; - Radio based services, including: + Mobile telephone (terrestrial and satellite); + Mobile data (terrestrial and satellite); + Paging; + PCS; + Trunking; - Internet exchange services (IXP)[2]; and Virtual Private Network (VPN) services[3].

+ Limitations on market access:

1. None imposed on the cross-border provision of services, except:

   Wire-based and mobile terrestrial services: must be offered through a commercial arrangement with a Vietnamese enterprise licensed to provide international telecommunications services.

   Satellite-based services: Foreign service providers must enter into a commercial arrangement with a Vietnamese international satellite service providers duly licensed in Vietnam, except for satellite-based services offered to: off-shore/on sea based business customers, government institutions, facilities-based service providers, radio and television broadcasters, official international organizations’ representative offices, diplomatic representatives and consulates, high tech and software development parks and multinational companies[4] that are licensed to use satellite ground stations.

2. Unlimited overseas spending
3. None imposed on commercial presence, excluding the establishment of enterprises to provide:

   Non-facilities-based services: The establishment of joint ventures with licensed telecommunications service providers in Vietnam shall be permitted. Foreign capital contribution shall not exceed 65% of the legal capital of the joint ventures, or 70% in the case of virtual private networks (VPNs).

   EVFTA and UKVFTA: Joint ventures are permitted without limitation on the choice of partners. Foreign capital contribution may not exceed 70% of legal capital. After five years from the date the Agreement takes effect (from August 1, 2020), this capital contribution limit will be increased to 75%;

   CPTPP: Foreign investment may not be permitted, except through joint ventures or the purchase of shares in Vietnamese telecommunications enterprises, with foreign equity not exceeding 65% of the legal capital of the joint ventures, or 70% in the case of virtual private networks (VPNs). After 5 years from the date the Agreement takes effect (from January 14, 2019), this capital contribution limit will be eliminated.

   Facilities-based services: The establishment of joint ventures with licensed telecommunications service providers in Vietnam shall be permitted. Foreign capital contribution shall not exceed 49% of the legal capital of the joint ventures.

   A 51% ownership grants controlling interest in the joint ventures.

   In the telecommunications sector, foreign investors entering into business cooperation contracts (BCCs) shall be able to renew existing agreements or switch to another form of presence with conditions no less favorable than those they currently enjoy.

4. Presence of natural persons - Unbound, except as indicated in the horizontal commitments

+ Additional commitments:

Vietnam commits to implementing the obligations in the Reference Document.

For consortium submarine cable lines of which Vietnam is a member, foreign service providers shall be permitted to control fully-owned submarine cable transmission capacity (i.e., indefeasible right of use (IRU) or consortium ownership) terminating at a licensed landing station in Vietnam, and provide such capacity to facilities-based service providers and international VPN and IXP service providers licensed in Vietnam.

CPTPP, foreign enterprises that own fully-owned submarine cable transmission capacity can provide it to Internet service providers (ISPs).

For value added services, including: (h) Electronic mail (CPC 7523 **); (i) Voice mail (CPC 7523 **); (j) Online information and database retrieval (CPC 7523**); (k) Electronic data interchange (EDI) (CPC 7523**); (l) Enhance/value-added facsimile services, including storage and forwarding, storage and retrieval (CPC 7523**); (m) Code and protocol conversion; (n) Online information and data processing (including transaction processing) (CPC 843**); and Internet access services (IAS)[5].

+ Limitations on market access:

1. None, except:

   Wire-based and mobile terrestrial services: must be offered through commercial arrangements with a telecommunications enterprise licensed to provide international telecommunications services in Vietnam.

   Satellite-based services: Foreign service providers must enter into a commercial arrangement with a Vietnamese international satellite service providers duly licensed in Vietnam, except for satellite-based services offered to: off-shore/on sea based business customers, government institutions, facilities-based service providers, radio and television broadcasters, official international organizations’ representative offices, diplomatic representatives and consulates, high tech and software development parks and multinational companies[6] that are licensed to use satellite ground stations.

2. None
3. None, except:

   Non-facilities-based services: The establishment of joint ventures with licensed telecommunications service providers in Vietnam shall be permitted. Foreign capital contribution shall not exceed 65% of the legal capital of the joint ventures.

   CPTPP: The limitations on foreign investors' capital contribution shall be abolished no later than 5 years from the date that the Agreement enters into force.

   Facilities-based services: Immediately upon accession, joint ventures with licensed telecommunications service providers in Vietnam shall be permitted. Foreign capital contribution shall not exceed 50% of the legal capital of the joint ventures.

   A 51% ownership grants controlling interest in the joint ventures.

   CPTPP: Foreign investment may not be permitted, except through joint ventures or the purchase of shares in telecommunications enterprises licensed in Vietnam, with foreign equity not exceeding 51%. Vietnam will allow foreign capital contribution to reach 65% no later than 5 years from the date that the Agreement enters into force.

   In the telecommunications sector, foreign investors entering into business cooperation contracts (BCCs) shall be able to renew existing agreements or switch to another form of presence with conditions no less favorable than those they currently enjoy.

4. Unbound, except as indicated in the horizontal commitments

+ Additional commitments:

Vietnam commits to fulfill the obligations set out in the attached Reference Document.

For consortium submarine cable lines of which Vietnam is a member, foreign service providers shall be permitted to control fully-owned submarine cable transmission capacity (i.e., indefeasible right of use (IRU) or consortium ownership) terminating at a licensed landing station in Vietnam, and provide such capacity to international service providers with network infrastructure and international VPN and IXP service providers licensed in Vietnam.

2. CPTPP:

Annex I. List of Non-Conforming Measures (NCM.1)

+ Reserved sub-sector: Basic telecommunications services and Value-added telecommunications services (not listed as WTO and FTA equivalents)

+ Obligation to reserve: National Treatment (Article 9.4 Investment Chapter and Article 10.3 Cross-Border Trade in Services Chapter)

+ Government level: Central

+ Reservation measures: Administrative measures.

+ Reservation content:

- For cross border trade in services, Vietnam reserves the right to Satellite-based services: “Foreign service providers are not allowed to offer satellite-based services unless through commercial arrangements with Vietnamese international satellite service providers duly licensed in Vietnam, except for satellite-based services offered to off-shore/on sea based business customers, government institutions, facilities-based service providers, radio and television broadcasters, official international organizations’ representative offices, diplomatic representatives and consulates, high tech and software development parks and multinational companies[7] that are licensed to use satellite-earth stations.”

- For obligations related to investment and non-facilities-based commercial presence[8] for basic and value-added telecommunications services: “Foreign investment to provide services without network infrastructure may not be permitted, except through joint ventures or the purchase of shares in Vietnamese enterprises, with foreign equity not exceeding 65%, or 70% in the case of virtual private networks (VPNs). Vietnam will abolish any limitations on foreign equity or joint venture requirements no later than 5 years after the date that the CPTPP enters into force.”

- For obligations related to facilities-based investment and commercial presence for providing basic telecommunications services, “Foreign investment may not be permitted except through joint ventures or the purchase of shares in Vietnamese enterprises licensed in Vietnam, with foreign equity not exceeding 49%.”

- For obligations related to facilities-based investment and commercial presence for providing value added telecommunications services, “Foreign investment may not be permitted except through joint ventures or the purchase of shares in enterprises licensed in Vietnam, with foreign equity not exceeding 51%. Vietnam will allow foreign equity to reach 65% no later than 5 years from the date that the CPTPP enters into force.”

- Foreign service providers will be allowed to own up to 100% of the submarine cable transmission capacity at the licensed submarine cable system landing station in Vietnam, and can sell that submarine cable capacity to any licensed telecommunications operator, including Internet service providers (ISPs).

- Annex II. List of Non-Conforming Measures (NCM.2)

Obligation to reserve:

+ “National Treatment” (Article 9.4 of the Investment Chapter and Article 10.3 of the Cross-Border Trade in Services (CBTS) Chapter).

+ “Most-Favored-Nation Treatment” (Article 9.5 of the Investment Chapter and 10.4 of the CBTS Chapter).

+ “Local Presence” (Article 10.6 Chapter CBTS)

+ “Performance Requirements” (Article 9.9 of the Investment Chapter);

+ “Senior Management and Boards of Directors” (Article 9.10 Investment Chapter).

Reservation content: Vietnam reserves the right to adopt or maintain any measure with respect to investment in, building of, operating and exploiting telecommunication networks and services serving ethnic minorities in rural and remote areas of Vietnam.

3. Vietnamese law

a) Foreign investors are allowed to invest in the form of joint ventures and business cooperation contracts to provide basic telecommunications services. For facilities-based telecommunications services, the Vietnamese partner must be a telecommunications enterprise duly licensed to establish a telecommunications network in Vietnam.

b) An organization or individual that owns more than 20% of the charter capital or shares in a telecommunications enterprise shall not be permitted to own more than 20% of the charter capital or shares of another telecommunications enterprise operating in the same telecommunications service market in the List of Telecommunications Services prescribed by the Ministry of Information and Communications.

c) The conditions on legal capital and investment commitment level are prescribed by Articles 19, 20, 21 of Decree No. 25/2011/ND-CP.

5.3

Domain name registration and maintenance services

For registration and maintenance services of “.vn” domain names:

- Scope of investment activities: Permitted to provide services of registering and maintaining “.vn” domain names for foreign entities.

- Capacity of investor: Is a foreign organization that contracts with an official domain name registrar (Accredited Registrar) of the International Organization for Assigned Names and Numbers (ICANN).

6

WTO, EVFTA, and UKVFTA

Advertising services (CPC 871, excluding tobacco advertising): Permitted to establish joint ventures or enter into business cooperation contracts with Vietnamese partners who are licensed to provide advertising services without limitation on the foreign capital contribution in joint ventures.

Advertising of alcohol must comply with Vietnamese law on a non-discriminatory basis.

7

1. AFAS:

Printing, publishing for package only (CPC 88442): None, except that the foreign investor ownership ratio in the joint venture does not exceed 70%.

2. VJEPA:

Printing and publishing services (CPC 88442): None.

3. VKFTA:

Printing services (88442*)[9], Publishing services (CPC 88442*), except for newspaper publishing service and periodical publications: None.

4. EVFTA: Appendix 8-B

Publishing, printing and reproduction of recorded media[10]: Unbound

5. CPTPP:

Annex NCM II-VN-23: Printing services (CPC 88442)

Vietnam reserves the right to adopt and maintain any measure with respect to the above sub-sectors.

6. Vietnamese law:

6.1. Conditions for establishing representative offices in Vietnam of foreign publishers and foreign publication release organizations:

- Foreign publishers, publication release organizations (including enterprises and organizations established in foreign countries operating in multiple industries and sectors, including publishing and publication release) were allowed to set up a representative office in Vietnam after being licensed by the Ministry of Information and Communications.

- The Government shall detail the conditions for establishment and operational activities, procedures for grant, renewal, re-grant and extension of the license to establish a representative office in Vietnam of foreign publishers and foreign publication release organizations[11].

6.2. Conditions for granting a license to operate a business in the import of publications: Domestic organizations and individuals, foreign organizations and individuals may import publications into Vietnam in accordance with Vietnamese law and in accordance with international treaties to which the Socialist Republic of Vietnam is a member.

6.3. Conditions for granting a license to import non-commercial publications: The import of non-commercial publications of Vietnamese agencies, organizations and individuals, foreign organizations operating in the Vietnamese territory, and foreign individuals residing in Vietnam must be licensed by state management agencies on publishing activities, except for the case specified in Article 42 of the Law on Publishing 2012 and must submit fees as prescribed by law.

6.4. Conditions for granting a Business License:

A Business License issued to a foreign-invested economic organization to conduct activities at Points a, b and c, Clause 1, Article 5 of Decree No. 09/2018/ND-CP must satisfy the condition for granting business license specified in Article 9 of Decree No. 09/2018/ND-CP.

6.5. The conduct of goods trading activities and activities directly related to goods trading activities is prescribed in Article 7 of Decree No. 09/2018/ND-CP.

8

1. EVFTA: Annex 8-C (Exception for Vietnam on National Treatment): Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in sub-paragraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not in conformity with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam's Schedule of Specific Commitments) for geodesy and cartography

2. CPTPP: Annex NCM I-VN-26: Geodesy and cartography:

Foreign organizations and individuals carrying out, directly or in cooperation with domestic organizations, geodesic and cartographic activities in Vietnam must have their geodesic and cartographic projects approved by competent State bodies and be granted permits for geodesic and cartographic activities.

After completing the geodesic and cartographic projects, the project investors must submit one copy of the results to the State management agency in charge of geodesy and cartography.

3. Vietnamese law:

Conditions for granting a license to operate geodesy and cartography:

A foreign contractor shall be issued a License of Geodesy and Cartography by the specialized administrative agency for geodesy and cartography under the Ministry of Natural Resources and Environment upon fulfillment of the following conditions: (i) Have a winning bid or selection decision from the investor, which includes geodesy and cartography activities; (ii) Have a technical workforce, means, equipment, and technology for geodesy and cartography that are aligned with the winning bid proposal or the selected bid proposal[12].

9

1. Regulations in the Agreements:

Aerial photography services are unbound.

2. Vietnamese law:

The use of unmanned aerial vehicles and ultralight aircrafts for any purpose is regulated and licensed by the Department of Operations - General Staff, in accordance with Decree No. 36/2008/ND-CP dated March 28, 2008 of the Government on the management of unmanned aircraft and ultralight aircraft and Decree No. 79/2011/ND-CP amending and supplementing a number of articles of Decree No. 36/2008/ND-CP.

10

1. Regulations in the Agreements:

a) Only in technical, natural sciences and technology, business administration and business studies, economics, accounting, international law and language training fields.

b) Scope of operation:

- Higher education services (CPC 923), Adult education (CPC 924), and Other education services (CPC 929 including foreign language training): (i) unbound in the cross-border supply of services and presence of natural persons except as indicated in the horizontal commitments; (ii) None in the mode of consumption abroad and commercial presence;

- Secondary education services (CPC 922): Unbound in the cross-border supply of services, commercial presence and presence of natural persons; none for consumption abroad.

- Primary education services (CPC 921): Unbound.

c) The education content must be approved by Vietnam’s Ministry of Education and Training.

Foreign teachers working at foreign-invested training institutions shall have at least 5 years of teaching experience and their qualifications shall be recognized by the competent authority in Vietnam.

2. AFAS

a) Only in technical, natural sciences and technology, business administration and business studies, economics, accounting, international law and language training fields.

b) Scope of operation:

- Primary education services (CPC 921), and Secondary education services (CPC 922): None, except that the cross-border supply of services is only applicable to schools established in Vietnam by intergovernmental international organizations and foreign diplomatic missions.

- Higher education services (CPC 923): Adult education (CPC 924), and Other education services (CPC 929 including foreign language training): None; The education program must be approved by Vietnam's Ministry of Education and Training.

c) Primary education services (CPC 921) and Secondary education services (CPC 922): The curriculum must be approved by Vietnam’s Ministry of Education and Training and Vietnamese citizens (if studying foreign education programs at foreign-invested compulsory schools) must study compulsory subjects as prescribed by the Minister of Education and Training.

3. CPTPP

a) Annex I NCM I-VN-11: Higher education services (CPC 923); Adult education (CPC 924); and Other education services (CPC 929 including foreign language training).

- Foreign investment to supply educational services in the following fields of study is not permitted: national security, defense, political science, religion, Vietnamese culture and other fields of study necessary to protect Vietnamese public morals This limitation shall not prevent the supply of educational services in fields of study where Vietnam is bound under any other trade agreement.

b) Annex NCM I-VN-38: Primary education services, and Secondary education services

Foreign investment in the above-mentioned services is not permitted except through:

- preschool education institutions using foreign educational programs for foreign children;

- compulsory education institutions using foreign educational programs, issuing foreign qualifications, for foreign students and some Vietnamese students.

- The compulsory education institutions may enroll Vietnamese students, but the number of Vietnamese students in primary schools and middle schools shall not exceed 10% of the total number of students, and that in high schools shall not exceed 20% of the total number of students.

4. Vietnamese law:

4.1. Conditions for establishing foreign-invested education institutions are prescribed in Article 35 of the Decree No. 86/2018/ND-CP, Clause 18, Article 1, Decree No. 124/2024/ND-CP.

4.2. Entities and forms of cooperation in organizing foreign language proficiency certification examination are prescribed in Article 15 of the Decree No. 86/2018/ND-CP, Clause 7, Article 1, Decree No. 124/2024/ND-CP.

4.3. Ensuring the educational quality of foreign-invested educational institutions as prescribed in Articles 36, 37, 38, and 39 of Decree No. 86/2018/ND-CP, Clauses 19, 202[Admin1], and 21, Article 1 of Decree No. 124/2024/ND-CP.

5. Clause 2, Article 27 of the Law on Higher Education 2012 and Clause 2, Article 31 of the Law on Investment 2020 stipulate that university projects are under the investment approval authority of the Prime Minister.

11

1. ACIA

National Treatment and Senior Management and Board of Directors may not apply to any measure in relation to mining & quarrying investment, including but not limited to the following sectors: (i) Survey, exploration and exploitation of minerals; (ii) Exploitation, processing of rare and precious minerals, raw materials; (iii) Exploitation, processing of rare and precious minerals, rare metals, raw materials; exploitation of clay for production of construction materials; exploitation of high-quality sand for production of construction and technical glasses; (iv) Projects in exploitation of precious or rare mineral shall be subject to approval by the Government of Vietnam; (v) Mineral activities related to the special, toxic, rare and precious minerals including basic geological investigation, prospecting, exploration, exploitation and processing.

National Treatment and Senior Management and Board of Directors shall not apply to any measure relating to oil and gas activities carried out within Vietnam. Investment in oil and gas activities shall be subject to approval by the Government of Vietnam.

2. EVFTA:

Annex 8-C: Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in sub-paragraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not in conformity with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam’s Schedule of Specific Commitments).

Appendix 8-B

- Extraction of crude petroleum and natural gas[13] (ISIC rev3.1:111, 112): Unbound

- Mining of metal ores (ISIC rev3.1:1310, 1320): Unbound

- Other mining and quarrying (ISIC rev 3.1:1410): Unbound

3. CPTPP:

a) Annex NCM I-VN-31: Mining

Foreign investment in exploitation of minerals shall not be accepted unless the Vietnamese competent authorities advise the applicant that the investment is likely to be of net benefit to Vietnam. In making this determination, the competent authority may consider the following factors (Foreign investors do not have to comply with all the criteria to obtain the mining license):

- The effect of the investment on the level and nature of economic activity in Vietnam, including the effect on employment, on the use of parts, components and services produced in Vietnam and on exports from Vietnam;

- The degree and significance of participation by Vietnamese in the investment;

- The effect of the investment on productivity, industrial efficiency, technological development and product innovation in Vietnam;

- The effect of the investment on competition within an industry or industries in Vietnam;

- The compatibility of the investment with national industrial, economic and cultural policies, taking into consideration industrial, economic and cultural policy objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment;

- The contribution of the investment to Vietnam’s competitiveness in the global market.

b) Annex NCM I-VN-32: Oil and gas

Vietnam Oil and Gas Group (Petrovietnam) is the sole authorized company with respect to oil and gas exploration, prospecting and exploitation. A contract with PetroVietnam is required for oil and gas activities in Vietnam. Sub-contracts may be awarded to foreign contractors, but priority may be given to Vietnamese organizations and individuals.

The execution of oil and gas contracts and their transfer to another entity must be approved by the Prime Minister. In special cases[14], the following matters are also subject to the Prime Minister’s approval: i) the extension of the prospecting period or the term of an oil and gas contract; and ii) the suspension time limit, not to exceed 3 years, in cases where the parties to an oil and gas contract negotiate to suspend the execution of a number of rights and obligations under an oil and gas contract when circumstances do not allow for prompt execution of the contract.

PetroVietnam has the preemptive right to buy part or all of an oil and gas contract to be transferred.

Foreign investors may only supply flight operation services for oil and gas activities through joint venture contracts with Vietnamese companies.

4. Vietnamese law

For basic petroleum investigation and petroleum exploration and extraction: “The conditions for conducting basic petroleum investigation” are stipulated in Article 12 and “Eligibility requirements for bidding for contractor selection” are stipulated in Article 16 of the Law on Petroleum 2022.

11.1

Services incidental to mining (CPC 883)

Regulations in the Agreements:

(i) The commitments specified hereunder are not understood to cover the following activities: supply of equipment, materials and chemicals, supply base services, offshore/marine support vessels, accommodation and catering, helicopter services.;

(Ii) The commitments specified hereunder are made without prejudice to the rights of the Government of Vietnam to set out the necessary regulations and procedures to regulate the oil and gas related activities carried out within the territory or jurisdiction of Vietnam in full conformity with the rights and obligations of Vietnam under the GATS.

- VKFTA, and EVFTA: The establishment of joint ventures with foreign equity not exceeding 51% shall be permitted. The establishment of 100% foreign-invested enterprises shall be permitted.

12

1. CPTPP: Annex NCM II-VN-22: Power development

Vietnam reserves the right to adopt and maintain any measures with respect to hydroelectricity and nuclear power.

2. EVFTA: Annex 8-C: Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in sub-paragraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not in conformity with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam’s Schedule of Specific Commitments).

13

13.1

Rail transport services

1. Passenger transport (CPC 7111)
2. Freight transport (CPC 7112)

Regulations in the Agreements and Vietnamese law

Unbound, except: Foreign service providers are permitted to provide freight transport service through the establishment of joint ventures with Vietnamese partners, with foreign capital contribution not exceeding 49% of total legal capital.

For AFAS specifically:

Foreign capital contribution shall not exceed 70% of legal capital of the joint ventures.

Also, add Pushing or towing services (CPC 7113): The establishment of joint ventures with Vietnamese partners with foreign capital contribution not exceeding 70% shall be permitted

13.2

13.2.1. Air transport services

1. Passenger transport (CPC 731)
2. Freight transport (CPC 732)

1. CPTPP:

a) Annex NCM I-VN-37: Air transport, including international and domestic air transport services:

Aggregate foreign capital contribution or equity is restricted to no more than 30% of charter capital or shares of a Vietnamese airline. A Vietnamese individual or legal person who is not a foreign-invested enterprise must hold the largest percentage of charter capital or shares in the airline.

At least two-thirds of the total members of the executive board of a foreign invested airline established in Vietnam must be Vietnamese. The Director General (or Director) and the legal representative of a foreign invested airline established in Vietnam must be Vietnamese.

b) Annex NCM II-VN-7: Air-transport related services

Vietnam reserves the right to adopt or maintain any measure with respect to:

- Specialty air services (except for commercial flight training);

- Ground handling;

- Airport operations services.

2. Vietnamese law:

Foreign-invested air transport enterprises must meet the following conditions:

a) Foreign investors account for no more than 34% of charter capital;

b) At least one Vietnamese individual or one Vietnamese legal entity must hold the largest proportion of charter capital;

c) In the case where a Vietnamese legal entity has foreign investment, the foreign capital contribution shall not exceed 49% of the charter capital of the legal entity.

13.2.2. Air transport services

(a) Sales and marketing air products services

(b) Computer reservation services

(c) Maintenance and repair of aircraft (CPC 8868**)

WTO, VJEPA, VKFTA, EVFTA, and CPTPP:

- Sales and marketing air products services: Airlines are permitted to provide service in Vietnam through their ticketing offices or agents in Vietnam.

- Computer reservation services: None, except as indicated in Mode 1 (Mode 1: None, except the foreign service provider must use public telecommunications network under the management of Vietnam telecommunications authority.)

- Maintenance and repair of aircraft (CPC 8868**):

WTO and VJFTA: The establishment of joint ventures with foreign equity not exceeding 51% shall be permitted. Five years from the date of entry, the establishment of 100% foreign-invested enterprises shall be permitted.

VKFTA and EVFTA: The establishment of 100% foreign-invested enterprises shall be permitted.

13.3

Road transport services

1. Passenger transport (CPC 7121 + 7122)
2. Freight transport (CPC 7123)

Regulations in the Agreements and Vietnamese law

Foreign investment to supply road passenger and freight transport services may not be supplied except through business cooperation contracts, joint ventures with foreign capital contribution not exceeding 49%.

- Subject to the needs of the market (the criteria taken into account are, among others: creation of new jobs; positive foreign currency balance; introduction of advanced technology, including management skill; reduced industrial pollution; professional training for Vietnamese workers; etc.), the establishment of joint ventures with foreign capital contribution not exceeding 51 shall be permitted to provide freight transport services. 100% of joint venture drivers shall be Vietnamese citizens.

For AFAS specifically: Freight transport services through joint ventures with foreign capital contribution not exceeding 70% shall be permitted.

13.4

Internal waterway transport services

1. Passenger transport (CPC 7221)
2. Freight transport (CPC 7222)

Regulations in the Agreements and Vietnamese law

Foreign investors are permitted to provide services through the establishment of joint ventures with Vietnamese partners with foreign capital contribution not exceeding 49% of the total legal capital.

For AFAS specifically: Permitted to provide services through the establishment of joint ventures with Vietnamese partners with foreign capital contribution not exceeding 51% of the total legal capital.

13.5

Maritime transport services

1. Passenger transport, less cabotage (CPC 7211)
2. Freight transport, less cabotage (CPC 7212)

Regulations in the Agreements:

a) Establishment of registered companies for the purpose of operating a fleet under the national flag of Vietnam:

The establishment of joint ventures with foreign capital contribution not exceeding 49% of the legal capital of the joint ventures shall be permitted. Foreign seafarers may be permitted to work in ships under the national flag of Vietnam (or registered in Vietnam) owned by joint ventures in Vietnam but not exceeding 1/3 of total employees of the ships. The Master or first chief executive must be a Vietnamese citizen.

For EVFTA specifically: Foreign service providers are permitted to establish joint ventures with foreign capital contribution not exceeding 70% of total legal capital of the joint ventures

For AFAS specifically: Freight transportation less cabotage (CPC 7212): The establishment of joint ventures with foreign capital contribution not exceeding 70% of the legal capital of the joint ventures shall be permitted.

b) Other forms of commercial presence for the supply of international maritime transport services[15]: Foreign shipping companies can establish 100% foreign-invested enterprises:

c) Foreign-invested enterprises are only permitted to carry out activities as indicated below:

• Marketing and sales maritime transport services through direct contact with customers, from quotation to invoicing;
• Acting on behalf of the cargo owners;
• Provision of required business information;
• Preparation of documentation concerning transport documents including customs documents, or other documents related to the origin and character of the goods transported;
• Provision of maritime transport services including cabotage services by Vietnamese flagged vessels for the supply of integrated transport services.
• Acting on behalf of the company, organizing the call of the ship or taking over cargoes when required.
• Negotiate and sign contracts for road, rail, and inland waterways transportation related to cargoes transported by the company

The following services at the port are made available to international maritime transport suppliers on reasonable and non-discriminatory terms and conditions:

1. Pilotage;
2. Towing and tug assistance;
3. Provisioning, fueling and watering;
4. Garbage collecting and ballast waste disposal;
5. Port Captain's/Harbor Master's services;
6. Navigation aids;
7. Shore-based operational services essential to ship operations, including communications, water and electrical supplies;
8. Emergency repair facilities;
9. Anchorage, berth and berthing services;
10. Access to maritime agency services.[16]

13.6

Pipeline transport services (CPC 713)

CPTPP: Annex NCM II-VN-27: Pipeline transport services

Vietnam reserves the right to adopt or maintain any measure with respect to the above mentioned sub-sectors

14

1. EVFTA:

a) Annex 8-B: unbound for fishing and aquaculture

b) Annex 8-C (Exception for Vietnam on National Treatment)

Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in subparagraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not in conformity with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam's Schedule of Specific Commitments) for fishing and aquaculture sector and sub-sector.

2. CPTPP:

a) Annex NCM II-VN-29: Fishery

Vietnam reserves the right to adopt or maintain any measure with respect to fishery activities within Vietnam’s sovereignty, and jurisdictional waters as defined in accordance with the United Nations Convention on the Law of the Sea 1982.

No investment license shall be issued to foreign investors for:

- Freshwater fishing, marine fishing; and

- Coral and natural pearl exploitation

b) Annex NCM II – Appendix II-A

Services incidental to fishing (only specialized consultancy services related to marine or freshwater fisheries, fish hatchery services) (CPC 882): None

3. Vietnamese law:

The Ministry of Agriculture and Rural Development shall grant a license for marine aquaculture to foreign investors and foreign-invested economic organizations in accordance with the provisions of Article 38 of Decree No. 26/2019/ND-CP.

15

1. WTO

Unbound for services relating to investigation, evaluation and exploitation for natural forest including exploitation of woods and wild, rare and precious animals hunting and trapping, aerial photographing, aerial seed planting and aerial chemicals spraying and dusting, microbial plant, animal genetic resource in agriculture.

2. CPTPP

Annex NCM II-VN-30: Forestry and hunting (excluding CPC 881):

Vietnam reserves the right to adopt and maintain any measures with respect to investment in forestry and hunting activities.

3. EVFTA:

a) Annex 8-B: Unbound for the Forestry sector

b) Annex 8-C: (Exception for Vietnam on National Treatment)

Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in subparagraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not in conformity with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam's Schedule of Specific Commitments) for forestry and hunting sub-sectors.

4. ACIA: Forestry: National treatment shall not apply to any measure relating to investment in forestry activities, including but not limited to:

- Not to grant license to exploit natural forest to foreign investors

- To provide rights and obligations of foreign individuals and organizations different from those of Vietnamese individuals and organizations.

5. Vietnamese law:

Investment projects of foreign investors in the field of forestry under the Prime Minister’s approval of investment policy as prescribed in Article 31 of the Law on Investment 2020.

16

1. EVFTA: Annex 8-C (Exception for Vietnam on National Treatment):

Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in sub-paragraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not in conformity with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam's Schedule of Specific Commitments) regarding lottery, betting and gambling.

3. CPTPP: Annex NCM II-VN-34: Lottery, betting, and gambling services

Vietnam reserves the right to adopt and maintain any measure with respect to lottery, gambling and betting services.

4. Vietnamese law:

Investment projects related to betting and casino businesses fall under the approval authority of the Prime Minister, as stipulated in Point e, Clause 1, Article 31 of the Law on Investment 2020.

17

1. CPTPP:

Annex NCM I-VN-36: Security system services

Foreign investment is not permitted except through joint ventures or the purchase of shares in Vietnamese enterprises with foreign equity not exceeding 49 per cent.

Foreign-invested enterprises are not permitted to supply security system services unless they are enterprises with expertise in the security system service business, have capital amounts and total asset value of USD 500,000 or more, have operated for five consecutive years or more, and have not violated the laws of the home or relevant countries. Foreign individuals are not permitted to supply security system services.

Foreigners are not permitted to be employed as security personnel.

2. Vietnamese law:

a) Investment method: Joint ventures with Vietnamese security service businesses may be established when there is a need to invest in machinery and technical equipment for security purposes. Such ventures are permitted only in the form of foreign business entities contributing capital specifically for the purchase of machinery and technical equipment for security operations.

b) Foreign investors:

- Must be enterprises that have been continuously operating in the security service business for at least five years;

- The capital contribution of foreign business entities may only be used to purchase machinery and technical equipment for security operations. The minimum investment capital of a foreign business entity is USD 1,000,000 (one million US dollars).

18

1. EVFTA: Annex 8-C (Exception for Vietnam on National Treatment): Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in sub-paragraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not in conformity with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam's Schedule of Specific Commitments) regarding the operation and management of river ports, sea ports and airports.
2. CPTPP: Annex NCM II-VN-9: Construction, operation and management of river ports, sea ports, and airports

   Vietnam reserves the right to adopt and maintain any measures with respect to the construction, operation and management of river ports, seaports, and airports.

   This reservation shall not be interpreted or applied to nullify the obligations specified in Annex I.

3. Vietnamese law:

The following investment projects are subject to the Prime Minister's approval of investment policy:

• New investment projects to build airport or aerodromes; runway of airport or aerodromes; passenger terminals of international airports; cargo terminals of airports with a capacity of 1 million tons/year or higher;
• New investment projects to provide air passenger transport services;
• New investment projects to build ports and port areas classified as special seaports, as well as ports and port areas with investment capital of VND 2,300 billion or more that fall under Class I seaports.

19

1. AFAS imposes no limitations on the following services:

- Renting or leasing services involving own or leased residential property (CPC 82101)

- Renting or leasing services own or leased non-residential property (CPC 82102)

- Residential property management services on a fee or contract basis (CPC 82201)

- Non-residential property management services on a fee or contract basis (CPC 82202)[Admin2]

2. EVFTA: Unbound for land ownership, acquisition of land use rights, land lease, usage of land, land planning, term of land use, rights and obligations of land users[17] Natural resources found in land belong to the State of Vietnam. Cultural heritage, whose owner cannot be identified, found in land belongs to the State of Vietnam. Unbound for measures relating to the purchase, ownership, and leasing of residential real estates by foreigners.

3. CPTPP:

a) Annex NCM I-VN-34: Real estate

With respect to the construction, lease, purchase, lease-purchase and transfer of real estate properties, the Law on Real Estate Business provides more limited rights to foreign entities than Vietnamese entities. Foreign invested enterprises may only:

With respect to residential real estate:

• Construct residential real estate for sale, lease or lease-purchase on land allocated by the State;
• Construct residential real estate for lease on land leased by the State;
• Purchase, enter into a lease-purchase or rent commercial residential real estate in housing development investment projects;
• Rent residential real-estate for sub-lease;
• Obtain the transfer of residential real estate projects, partly or as a whole, to construct residential buildings for sale or for lease.

  With respect to commercial real estate:

• Construct commercial buildings for sale, lease or lease-purchase on land leased by the State;
• Construct commercial buildings on land which is leased out in industrial parks, industrial complexes, export-processing zones, hi-tech zones or economic zones for trading for their proper land use;
• Purchase or enter into a lease-purchase commercial real estate for use according to their proper utility;
• Rent commercial real estate for use or sublease;
• Obtain the transfer of commercial real estate projects, partly or as a whole, to construct commercial buildings for sale or for lease.

For greater certainty, foreign invested enterprises may supply real estate brokerage services, real estate exchange floors, real estate consulting services and real estate management services, with respect to both residential and commercial real estate.

For greater certainty, foreign-invested enterprises, foreign individuals and organizations are only permitted to carry out the activities enumerated above.

b) Annex NCM II – Appendix A: Real estate services:

Involving own or leased property (CPC 821): None

On a fee or contract basis: None

1. Vietnamese law:

- Investment projects to build houses or urban areas specified in Point g, Clause 1, Article 31 of the Law on Investment are subject to the Prime Minister’s approval of investment policy.

4.1. Forms and scope of business in housing, buildings and rights to use land that already has infrastructure within real estate projects, and transfer of real estate projects

(i) Overseas Vietnamese that are Vietnamese citizens as prescribed by the Law on Nationality and are permitted to enter Vietnam shall be allowed to engage in real estate business in the forms specified in clause 1, Article 10 of the Law on Real Estate Business.

(ii) Overseas Vietnamese that are not Vietnamese citizens as prescribed by the Law on Nationality but are permitted to enter Vietnam shall be allowed to engage in real estate business in the following forms:

- Investing in construction of housing or buildings accompanied with land use rights for sale, lease or lease-purchase through real estate projects which must ensure form, purpose and term of land use as prescribed by the Land Law;

- Investing in construction of infrastructure within real estate projects for transfer, lease or sublease of rights to use land that already has infrastructure which must ensure form, purpose and term of land use as prescribed by the Land Law;

- Engaging in real estate business in the forms prescribed in Points dd and g Clause 1, Article 10 of the Law on Real Estate Business.

(iii) Any foreign-invested business organization that meets eligibility requirements and follows investment procedures for foreign investors set forth in the Investment Law shall be permitted to engage in real estate business in the forms specified in Clause 3, Article 10 of the Law on Real Estate Business.

(iv) Foreign-invested business organizations other than those mentioned in Clause 4, Article 10 of the Law on Real Estate Business shall be permitted to engage in real estate business in the forms specified in Clause 1, Article 10 of the Law on Real Estate Business.

4.2. Entities eligible to buy, lease or enter into a lease purchase of existing housing or buildings of real estate enterprises

(i) Overseas Vietnamese that are Vietnamese citizens, and foreign-invested business organizations as prescribed in Clause 5 Article 10 of the Law on Real Estate Business are entitled to buy, lease or enter into a lease purchase of housing, buildings or their floor areas for using or serving business purposes.

(ii) Foreign organizations and individuals, and overseas Vietnamese that are not Vietnamese citizens are entitled to buy or enter into lease purchase of housing in accordance with regulations of the Housing Law. Overseas Vietnamese that are not Vietnamese citizens are entitled to buy, lease or enter into a lease purchase of buildings or their floor areas for use according to the designated functions of such buildings.

(iii) Foreign-invested business organizations that are defined in Clause 4 Article 10 of the Law on Real Estate Business and are lawfully operating in Vietnam are entitled to buy or lease housing for use; lease housing for serving their business purposes in accordance with this Law; buy or lease buildings or their floor areas from real estate project investors or real estate enterprises for serving their operation according to the designated functions of such buildings; lease buildings or their floor areas for subleasing to others for using according to the defined functions of such buildings.

(iv) Foreign organizations that are lawfully operating in Vietnam and foreigners who are lawfully living in Vietnam are entitled to lease buildings for serving their operation according to the designated functions of such buildings.

20

1. Regulations in the Agreements:

Legal services (CPC 861, excluding: participation in legal proceedings in the capacity of defenders or representatives of their clients before the courts of Vietam; legal documentation and certification services of the laws of Vietnam): Foreign lawyers organizations[18] are permitted to establish commercial presence in Vietnam in the following forms:

- Branches of foreign lawyers organizations.

- Subsidiaries of foreign lawyers organizations.

- Foreign law firms[19].

- Partnerships between foreign lawyers organizations and Vietnam's law partnerships.

Commercial presences of foreign lawyers organizations are permitted to make consultations on Vietnamese laws if the consulting lawyers have graduated from a Vietnamese law college and satisfy requirements applied to like Vietnamese law practitioners

2. Vietnamese law

Regarding legal services, Vietnamese law stipulates as follows:
- Foreign lawyers organizations must be committed to have at least two foreign lawyers, including the branch manager orthe Director of the foreign law firm who is present and practicing in Vietnam at least 183 days in consecutive 12 months (Clause 2, Article 68 of the Law on Amending and supplementing a number of articles of the Law on Lawyers)

- Scope of activities of foreign lawyers organizations related to intellectual property: “Foreign lawyers organizations are not allowed to provide industrial property representation, plant variety right representation, and intellectual property assessment services.”

21

Regulations in the Agreements:

Access is granted to natural persons exclusively for the conduct of private professional practice and under the authorization by the veterinary authorities

22

22.1

Distribution services

Franchising services

1. WTO and equivalent FTA commitments

Measures applicable to all sub-sectors in Distribution services: Cigarettes and cigars, books, newspapers and magazines, video records on whatever medium, precious metals and stones, pharmaceutical products and drugs[20], explosives, processed oil and crude oil, rice, cane and beet sugar are excluded from the commitments.

The Distribution services include:

i) Commission agents’ services (CPC 621, 61111, 6113, 6121)

ii) Wholesale trade services (CPC 622, 61111, 6113, 6121)

iii) Retailing services (CPC 631 + 632, 61112, 6113, 6121).

+ Retail services include multi-level marketing by properly trained and certified Vietnamese individual commission agents. These individuals do not make sales at fixed locations for which remuneration is received both for the sales effort and for sales support services that result in additional sales by other contracted distributors.

+ The establishment of outlets for retail services (beyond the first one) shall be allowed on the basis of an Economic Needs Test (ENT)[21]. For EVFTA and UKVFTA specifically, five years after the entry into force of the Agreements, the economic needs test shall be abolished and this reservation shall cease to be effective.

(iv) Franchising services (CPC 8929): None. Branch establishment is allowed. The chief of the branch has to be a resident in Vietnam.

2. CPTPP: Vietnam reserves the right to adopt and maintain any measure with respect to the cross-border supply of:

i) Commission agents’ services (CPC 621, 61111, 6113, 6121)

ii) Wholesale trade services (CPC 622, 61111, 6113, 6121)

iii) Retailing services (CPC 631 + 632, 61112, 6113, 6121)4[Admin3]

regarding the distribution of products other than products for personal use and legitimate computer software for personal and commercial use

- Notwithstanding the above, with respect to the distribution of the following products covered by CPC 621, 622 and 632, Vietnam reserves the right to adopt or maintain any measure in regard of cross-border trade in services and investment regarding cigarettes and cigars, publications, precious metals and stones, pharmaceutical products and drugs, explosives, processed oil and crude oil.

3. Vietnamese law:

- Clause 1, Article 3 of Decree No. 09/2018/ND-CP stipulates goods trading and other activities directly related to goods trading including the following activities:

a) Exercising exportation rights;

b) Exercising importation rights;

c) Exercising distribution rights;

d) Providing commercial appraisal services;

dd) Providing logistics services;

e) Leasing of goods, excluding financial leasing;

g) Providing commercial promotion services, excluding advertising services;

h) Providing commercial intermediary services;

i) Providing electronic commerce services;

k) Providing bid-holding services for goods and services.

- Clauses 4, 5, 6 and 7 of Decree No. 09/2018/ND-CP stipulate as follows:

+ Distribution refers to wholesaling, retailing, sale agencies, and franchising.

+ Distribution right means the right to directly conduct distribution activities.

+ Wholesaling involves selling goods to wholesalers, retailers, other organizations and traders; excluding retailing.

+ Retailing involves selling goods to individuals, households, other organizations for consumption purpose.

- Clause 1, Article 5 of Decree No. 09/2018/ND-CP stipulates as follows: A business license to be issued to a foreign-invested business entity to:

a) Exercise the retail distribution right, excluding goods as prescribed inPoint c, Clause 4, Article 9 of this Decree;

b) Exercise the importation right, wholesale distribution right as prescribed inPoint b, Clause 4, Article 9 of this Decree;

c) Exercise retail distribution right as prescribed inPoint c, Clause 4, Article 9 of this Decree;

d) Provide logistics services, except sub-sectors of logistics for which Vietnam has committed to open its market as specified in international treaties to which Vietnam is a signatory;

dd) Lease goods, excluding financial leasing, except for leasing of construction equipment with operators;

e) Provide commercial promotion services, excluding advertising services;

g) Provide commercial intermediary services;

h) Provide electronic commerce services;

i) Provide bid-holding services for goods and services.

- Clause 2, Article 5 of Decree No. 09/2018/ND-CP stipulates as follows: A license for establishment of retail outlet is issued to a foreign-invested business entity to set up a retail outlet

- Clause 4, Article 1 of Decree No. 18/2023/ND-CP stipulates: “In case the organization registering for multi-level marketing activities is an enterprise with foreign investors or a foreign-invested economic organization as its owners or members or shareholders, all of these foreign investors or foreign-invested economic organizations must have at least three consecutive years of actual multi-level marketing operation in a country or territory.”

- With respect to pharmaceutical distribution: Entities are permitted to import but prohibited from distributing and engaging in activities directly related to the distribution of drugs and medicinal materials in Vietnam except for drugs and medicinal materials manufactured in Vietnam by the entities (Clause 10, Article 91, Decree No. 54/2017/ND-CP).

22.2

Machinery and equipment rental services

1. WTO, VJEPA, and CPTPP: Leasing or rental services relating to other machinery and equipment (CPC 83109): Unbound.

2. EVFTA and VKFTA: The establishment of joint ventures with foreign capital contribution not exceeding 51% shall be permitted. For AFAS specifically, the establishment of joint ventures with foreign capital contribution not exceeding 70% shall be permitted.

Additional commitments: The equipment to be brought into Vietnam must comply with relevant regulations of Vietnam on management of import and export, standards, technical requirement, national security, national telecommunications infrastructure and comply with the provisions of relevant laws on telecommunications licensing as well as licenses on use of frequencies and radio equipment.

Additionally, AFAS also opens for the following services:

- Leasing or rental services concerning aircraft without operator (CPC 83104): None.

- Leasing or rental services concerning furniture and other household appliances (CPC 83203): None.

- Leasing or rental services concerning vessels without operator (CPC 83103): None, except that the establishment of joint ventures with foreign capital contribution not exceeding 70%shall be permitted.

- Leasing or rental services concerning private cars without operator (CPC 83101): None.

EVFTA also opens to leasing or rental services concerning vessels without operator (CPC 83103): None, except for that the establishment of joint ventures with foreign capital contribution not exceeding 70% shall be permitted.

22.3

Import and wholesale distribution of lubricants and greases

Foreign investors must meet the conditions specified in Clause 2 and Point b Clause 4 Article 9 Decree No. 09/2018/ND-CP

Foreign investors wishing to contribute capital to a petroleum business engaged in the production of petroleum must obtain permission from the Prime Minister.

23

23.1

Technical testing and analysis services (CPC 8676, excluding testing and certification of transport vehicles)

1. Regulations in the Agreements:

None, except that after 3 years from the date Vietnam allows private service providers to engage in the provision of services previously closed to private sector competition because the services were provided in the exercise of governmental authority, the establishment of joint ventures with no limitations on foreign capital ownership shall be permitted. Five years after those private sector services providers are granted such access: None.

Access to certain geographical areas may be restricted for national security reasons.

2. Vietnamese law:

- After three years from the date private service providers are permitted to engage in the provision of services provided to exercise the governmental authority, the establishment of enterprise with capital contribution from domestic investor shall be allowed. Five years after those private sector service providers are granted such permission, the establishment of enterprises without limitations on foreign capital contribution shall be allowed.

- Business in testing and certification of transport vehicles is not permitted.

- The provision of technical analysis and testing services is restricted to geographical areas determined by competent authorities for national security and defense reasons.

23.2

Research and development services on social sciences and humanities (CPC 852)

Interdisciplinary research and experimental development services (CPC 853)

1. AFAS: The establishment of joint ventures with foreign investor's charter capital ownership ratio not exceeding 70% shall be permitted.

2. EVFTA only stipulates the CPC 853: The establishment of joint ventures with foreign investor's charter capital ownership ratio not exceeding 70% shall be permitted.

3. CPTPP imposes no limitations CPC 852 and CPC 853.

23.3

Computer and related services (CPC 841-845, CPC 849)

WTO and equivalent FTAs except AFAS and CPTPP

None on market access

None on National Treatment, except that the chief of the branch has to be a resident in Vietnam.

Branch establishment is allowed

Horizontal commitments on the movement of natural persons:

The specialists who are allowed entry to provide this service are specified in the Contractual service suppliers (CSS) as follows: Natural persons who are employees of a foreign enterprise having no commercial presence in Vietnam may enter and stay in Vietnam for a period of 90 days or for the duration of the contract, whichever is less provided that the following conditions and requirements shall be applied:

+ The foreign enterprise has obtained a service contract from a Vietnamese enterprise engaged in business operation in Vietnam. The competent authority of Vietnam must be able to establish the necessary procedures to guarantee the bona fide character of the contract.

+ These persons must possess: (a) a university degree or a technical qualification document demonstrating knowledge of an equivalent level; (b) professional qualifications where this is required to exercise an activity in the sector concerned pursuant to the laws and regulations of Vietnam; and (c) at least 5 years of professional experience in the sector.

+ The number of these persons covered by the service contract shall not be larger than necessary to fulfill the contract, as it may be decided by the laws and regulations and requirement of Vietnam.

+ These persons should have been employed by the foreign enterprises having no commercial presence in Vietnam for a period of no less than two years and have met the requirements prescribed for "specialist" above.

24

24.1

Travel agency and tour operator services (CPC 7471)

1. Regulations in the Agreements:

Foreign service providers are permitted to provide services in the form of joint ventures with Vietnamese partners with no limitations on foreign capital contribution.

Foreign-invested service providers are only permitted to provide inbound tourism services and domestic travel for inbound tourists to Vietnam as part of the inbound tourism services.

Tourist guides in foreign-invested enterprises shall be Vietnamese citizens.

2. Vietnamese law

2.1. Conditions on the scope of provision of travel services: Foreign-invested enterprises are only permitted to provide international travel services for inbound tourists, unless otherwise prescribed by international treaties to which the Socialist Republic of Vietnam is a signatory.

2.2. Conditions for the provision of international travel services include: (i) Being an enterprise established in accordance with the Law on Enterprises; (ii) Having paid a deposit for provision of international travel services at a bank^[22]; (iii) The person in charge of travel business must possess an intermediate or a higher degree in travel business; those who have an intermediate or a higher degree in another discipline must also possess a certificate of international tour operation.

2.3. Conditions for foreign-invested travel service enterprises: (i) Foreign investors may contribute capital together with Vietnamese partners to establish travel service enterprises in accordance with Vietnam’s law and international treaties to which the Socialist Republic of Vietnam is a signatory; (ii)Conditions, application, process, procedures and authority for issuance, re-issuance, replacement and revocation of travel business licenses of foreign-invested enterprises must comply with Articles 31, 33, 34, 35 and 36 of the 2017 Law on Tourism; (iii) Foreign-invested travel service enterprises have the rights and obligations prescribed in Clause 2, Article 37 of the 2017 Law on Tourism.

2.4. Conditions for establishing Vietnam-based representative offices of foreign travel service enterprises: (i) The establishment of Vietnam-based representative offices of foreign travel service enterprises must comply with the Commercial Law. (ii) Provincial-level tourism authorities shall receive and assess the application, and issue, re-issue, adjust, extend and revoke licenses for establishment of Vietnam-based representative offices of foreign travel service enterprises.

24.2

Tourist guide services

AFAS and VKFTA impose no limitations on Tourist guide services (a sub-sector of Travel agency and tour operator services - CPC 7471)

According to CPTPP, Vietnam reserves the right to adopt and maintain any measures with respect to tourist guide services.

25

25.1

Hospital services (CPC 9311)

Dental and medical services (CPC 9312)

Regulations in the Agreements:

Foreign service providers are permitted to provide services through the establishment of 100% foreign-invested hospitals, joint ventures with Vietnamese partners or business cooperation contracts.

The minimum investment capital for a commercial presence in hospital services must be at least USD 20 million for a hospital, USD 2 million for a polyclinic unit and USD 200,000 for a specialty unit.

For AFAS and EVFTA specifically: None and unbound for minimum investment.

25.2

Other human health services (CPC 9319)

AFAS, EVFTA and CPTPP imposes no limitations on Deliveries and related services, nursing services, physiotherapeutic and para-medical services (CPC 93191)

AFAS specifically allows other human health services to be supplied through joint ventures with foreign capital contribution not exceeding 70%..

25.3

Social services (CPC 933)[23][Admin4]

For AFAS and EVFTA specifically: The establishment of joint ventures with foreign capital contribution not exceeding 70% shall be permitted.

According to CPTPP, Vietnam reserves the right to adopt and maintain any measure with regard to the above listed sub-sectors.

26

26.1

Entertainment services, including theater, live band and circus services (CPC 9619)

Regulations in the Agreements:

The establishment of joint ventures with foreign capital contribution not exceeding 49% shall be permitted.

Specifically, CPTPP additionally stipulates that: Three years after the date of entry into force of the Agreement, the establishment of joint ventures or purchases of shares of Vietnamese enterprises with foreign equity not exceeding 51% shall be permitted.

26.2

Electronic game business (CPC 964**)

1. Regulations in the Agreements:

Only in the form of business cooperation contracts or joint ventures with Vietnamese partners who are authorized to provide these services. Foreign capital contribution shall not exceed 49% of the legal capital of the joint ventures

CPTPP

Foreign investment to supply electronic game services shall not be permitted except through business cooperation contracts or joint ventures with Vietnamese partners who are authorized to supply such services. In the case of joint ventures or the purchase of shares in enterprises, foreign equity shall not exceed 49%.

No later than two years after the date of entry into force of the CPTPP, Vietnam shall permit foreign investment of up to 51% in electronic game services offered over Internet. Five years after the date of entry into force of the CPTPP, Vietnam shall impose no limitations on foreign equity for the providers of these services.

2. Vietnamese law:

Online game business – Clause 4, Article 31, Decree No. 72/2013/ND-CP

Foreign organizations and individuals that wish to provide online game services to users in Vietnam shall establish enterprises in accordance with the provisions of Vietnamese Law to provide such services in accordance with the provisions of this Decree and regulations on foreign investment.

26.3

Other recreational services (CPC 9649)

1. AFAS: Amusement park services: Foreign service providers are permitted to provide services in the form of joint ventures with Vietnamese partners. The foreign capital contribution must not exceed 70% of the legal capital of the joint ventures.

2. CPTPP: Annex NCM I-VN-27: Amusement park

Foreign investment of less than USD 1 billion in building and managing amusement parks or theme parks shall not be accepted unless the Vietnamese competent authorities advise the applicant that the investment is likely to be of net benefit to Vietnam. This determination is made in accordance with the following factors:

- The compatibility of the investment with the regional strategy for socio-economic development;

- The ability to meet people’s demand for cultural consumption;

- The compatibility with the local and regional cultural characteristics;

- The effect of the investment on local state budget and employment, on the use of parts, components and services produced in Vietnam and on competition with the services provided by the local cultural houses.

Investments greater than USD 1 billion are not subject to this determination.

26.4

Sporting and other recreational services, excluding electronic games business

1. WTO, VKFTA, EVFTA: Unbound for sporting services

2. VJEPA imposes no limitations on sporting services (CPC 9641) as follows: Unbound for (1) cross-border supply; no limitations on the (2) consumption abroad, (3) commercial presence, and (4) presence of natural persons.

3. AFAS imposes no limitations on Library services (CPC 96311) except online library services. Foreign service providers are permitted to provide Gym and fitness services (CPC 96413) in case of foreign capital contribution not exceeding 70% of charter capital of the economic organization.

4. CPTPP: Annex NCM II-VN-26: Sporting and other recreational services, excluding electronic games business

Vietnam reserves the right to adopt or maintain any measure with respect to martial art clubs and extreme sports.

5. Vietnamese law:

5.1. Requirements for the establishment of libraries of foreign organizations or individuals providing services to the Vietnamese are specified in Article 21 of Decree No. 93/2020/ND-CP.

5.2. Requirements for the provision of sporting activities of professional sports clubs and sports enterprises are specified in the 2018 amended Law on Physical Training and Sports, and Decree No. 36/2019/ND-CP.

27

1. ACIA: Paper production (in conjunction with development of local raw material resources) (ISIC 2101):

Manufacturing projects/investments in these sectors shall comply with specific requirements on local raw material resources[24], technology and/or environment and/or quality which may be inconsistent with National Treatment article under ACIA.

2. CPTPP: Annex NCM II-VN-28: Paper production

Vietnam reserves the right to adopt or maintain measures inconsistent with Article II.9.1.(h) for foreign-invested enterprises in the above sub-sectors.

3. EVFTA: Annex 8-B:

Production of paper and paper products: None.

28

CPTPP: Annex NCM II-VN-28: Manufacturing and assembling of buses and transport vehicles of more than 29 seats: Vietnam reserves the right to adopt or maintain measures inconsistent with Article II.9.1.(h) for foreign-invested enterprises in the above sub-sectors.

29

CPTPP: Annex NCM II-VN-31: Traditional markets

Vietnam reserves the right to adopt or maintain any measure with respect to traditional markets.

30

1. CPTPP: Annex NCM II-VN-32: Commodity exchange: Vietnam reserves the right to adopt or maintain any measure with respect to the establishment and management of commodity exchanges
2. Vietnamese law:

a) Foreign investors are entitled to participate in commodity trading through the commodity exchanges in Vietnam.

b) Foreign investors are entitled to contribute capital to establish commodity exchanges in Vietnam; purchase shares and capital contributions of commodity exchanges in Vietnam according to the following provisions:

- Foreign investors shall be permitted to contribute capital to establish a commodity exchange in Vietnam, purchase shares and capital contributions of a commodity exchange in Vietnam at a rate of not exceeding 49% of charter capital.

- Foreign investors shall be permitted to participate in commodity trading activities through the commodity exchange as customers or as members (broker members, trading members) with an unlimited charter capital ownership ratio.

31

Vietnamese law:

Regulations on container freight stations are specified in Clause 1, Article 89 of Decree No. 08/2015/ND-CP and Clause 1, Article 62 of the Law on Customs 2014

32

32.1

Accounting, auditing and bookkeeping services (CPC 862)

1. Regulations in the Agreements: None

Specifically, CPTPP additionally stipulates that: Foreign service providers are not permitted to supply auditing services unless they meet the requirements of local presence in Vietnam at Annex NCM I-VN-2.

2. Vietnamese law

2.1. Accounting services:

a) Forms of operation: Foreign accounting firms shall conduct their businesses in Vietnam in accordance with the forms specified in Clause 4, Article 59 of the Law on Accounting 2015. (including: (i) Contributing capital to existing accounting firms in Vietnam to establish an accounting firm; (ii) Establishing a branch of the foreign accounting firm; (iii) Providing cross-border services following Government regulations.)

Requirements for the provision of cross-border accounting services by foreign accounting firms are specified in Article 30 of Decree No. 174/2016/ND-CP dated December 30, 2016 of the Government detailing a number of articles of the Law on Accounting.

b) Requirements for issuance of certificate of eligibility to provide accounting services:

- A branch of a foreign accounting firm in Vietnam shall be granted a Certificate of eligibility to provide accounting services when it meets all the conditions specified in Clause 4, Article 60 of the Law on Accounting 2015.

2.2. Auditing services:

a) Forms of operation:

Foreign auditing firms shall conduct their auditing activities in Vietnam in the following forms: (i) Contributing capital to existing auditing firms in Vietnam to establish an auditing firm; (ii) Establishing a branch of the foreign auditing firm; (iii) Providing cross-border auditing services as prescribed by the Government.

• b) Cases in which a branch of a foreign auditing firm in Vietnam is not permitted to conduct audits are specified in Clause 2, Article 30 of the Law on Independent Audit 2011 and Article 9 of Decree No. 17/2012/ND-CP dated March 13, 2021 of the Government detailing and guiding the implementation of a number of articles of the Law on Independent Audit

c) Requirements for issuance of certificate of eligibility to provide auditing services:

- A branch of a foreign auditing firm in Vietnam must meet all the requirements specified in Clause 4, Article 21 of the Law on Independent Auditing 2011 when applying for a Certificate of eligibility to provide auditing services.

32.2

Taxation services (CPC 863)

1. Regulations in the Agreements: None

CPTPP specifically provides that Vietnam reserves the right to adopt or maintain any measure inconsistent with Local presence in cross-border trade in accounting, book-keeping and taxation services.

2. Vietnamese law: Requirements for issuance of certificate of eligibility to provide tax procedure services:

- Being an enterprise established in accordance with the provisions of law.

- Having at least two people with practice certificates for tax procedure services, working full-time at the enterprise.

33

33.1

Price appraisal services

1. CPTPP: Annex NCM I-VN-33: Asset appraisal

Foreign organizations shall not be permitted to supply asset appraisal services except:

- When they are organizations legally established and supplying asset appraisal services in their home country; and

- In partnership with a Vietnamese asset appraisal enterprise through a limited liability company with two or more members, or a joint stock company.

- Foreign individuals are not permitted to supply asset appraisal services.

2. Vietnamese law:

A price appraisal firm is an enterprise established and registered to provide price appraisal services in accordance with the provisions of the law on enterprises and granted a certificate of eligibility to provide price appraisal services by the Ministry of Finance in accordance with the provisions of the Law on Price 2023.

33.2

Business valuation advisory services for equitization

Vietnamese law

Foreign consulting firms shall be permitted to provide business valuation advisory services when they meet all the criteria specified in Clause 6, Article 12 of Decree No. 126/2017/ND-CP (amended and supplemented in Point c, Clause 2, Article 3 of Decree No. 140/2020/ND-CP).

34

Regulations in the Agreements:

Only in the forms of joint ventures or business cooperation contracts. The foreign capital contribution shall not exceed 51% of the legal capital of the joint ventures

Unbound for services relating to investigation, evaluation and exploitation for natural forest including exploitation of woods and wild, rare and precious animals hunting and trapping, aerial photographing, aerial seed planting and aerial chemicals spraying and dusting, and management of microbial plant, animal genetic resource in agriculture. For the avoidance of ambiguity, animal husbandry and the improvement of breeding stock are included in this commitment.

Access to certain geographical areas may be restricted. For greater clarity, this limitation allows the maintenance or adoption of limitations or restrictions for national security and public order reasons in accordance with Article XIV and Article XIV bis of the GATS

Specifically, ACIA additionally stipulates that: No investment licenses shall be issued to foreign investors in the Services incidental to Fishery, including:

+ Services related to the production of fishing nets and twine for the fishery sector (CPC 88200)

+ Services on repairing and maintenance of fishing boats (CPC 88200)

+ Services related to exploitation of freshwater fisheries (CPC 88200)

+ Services related to quarantine, aquaculture quality control and product processing (CPC 88200)

+ Services related to processing and preservation of aquatic products (CPC 8841)

+ Canning services for aquatic products (CPC 8841).

35

ACIA, CPTPP and EVFTA: Only in the form of joint ventures with foreign capital contribution not exceeding 49% in manufacturing of aircraft

36

ACIA, CPTPP, EVFTA: Only in the form of joint ventures with foreign equity not exceeding 49% of the legal capital of the joint ventures.

37

1. Regulations in Schedules of specific commitments on distribution services: Distribution rights for cigarettes and cigars shall not be granted

2. Regulations in Schedules of specific commitments on manufacturing:

2.1. ACIA: Foreign investors from ASEAN member countries shall not be granted Investment Registration Certificates for:

- Manufacturing tobacco products, including cigarettes and cigars.

- Providing manufacture-related services, including:

+ Manufacturing tobacco products, such as cigarettes, cigars, pipes, chewing tobacco, and tobacco cuts by farmers on a contract or fee basis; manufacturing reconstituted tobacco on a contract or fee basis; and manufacturing hookahs on a contract or fee basis.

+ Services related to manufacturing processed tobacco for cigarette production on a contract or fee basis.

2.2. CPTPP:

Annex NCM I-VN-29: For the manufacturing of tobacco products, including cigars and cigarettes:

+ Foreign investment in the manufacturing of tobacco products, including cigars and cigarettes, is not permitted, except through joint ventures or the purchase of shares in Vietnamese enterprises with foreign equity not exceeding 49%.

2.3. EVFTA Annex 8-B: Unbound for the manufacturing of tobacco products:

3. Vietnamese law:

Foreign-invested projects in the manufacturing of tobacco products shall ensure the following requirements:

a) Joint ventures and cooperation with enterprises that have a license to manufacture tobacco;

b) The State shall hold a controlling proportion in the enterprise’s charter capital;

c) Meet the requirements for tobacco manufacturing as prescribed by the Government

Requirements for investment and cooperation with foreign countries to manufacture tobacco (Clause 1, Article 25 of Decree No. 67/2013/ND-CP, amended and supplemented in Clause 6, Article 3, Clause 12, Article 4 of Decree No. 08/2018/ND-CP)

- Investment shall be made on the basis of joint ventures or cooperation with enterprises that have a license to manufacture tobacco products. The State shall hold a controlling proportion in the enterprise’s charter capital (in case of joint venture investment)

- Meet the requirements specified in Article 17 of Decree No. 67/2013/ND-CP.

- Approved by the Prime Minister upon the proposal of the Ministry of Industry and Trade.

38

1. ACIA: No investment licenses shall be issued to foreign investor in the publishing sector and its sub-sectors (ISIC 221), including: (i) Publishing of books, brochures, musical books and other publications (ISIC 2211); (ii) Publishing of newspapers, journals and periodicals (ISIC 2212); (iii) Publishing of recorded media (ISIC 2213); (iv) Other publishing (ISIC 2219).

2. CPTPP:

- Annex NCM II-VN-23, for the sub-sector of printing (CPC 88442): Vietnam reserves the right to adopt and maintain any relevant measure.

- Annex NCM II-VN-19, for the sub-sector of Press and news-gathering agencies, publishing, radio and television broadcasting, in any form:

Vietnam reserves the right to adopt or maintain any measure with respect to the sub-sectors listed above, including regulating activities in the above sub-sectors in accordance with the laws and regulations of Vietnam. For greater certainty, the absence of a reservation against the obligations of the Cross-Border Services Chapter does not preclude Vietnam from ensuring that the cross-border supply of the listed sub-sectors complies with laws and regulations of Vietnam, including registration and licensing requirements.

3. EVFTA: Annex 8-B:

For publishing, printing and reproduction of recorded media^[25] (ISIC rev 3.1:22): Unbound.

4. Vietnamese law:

Pursuant to Decree No. 94/2017/ND-CP, the State shall hold the monopoly in publishing activities (excluding printing and distribution activities).

- To be granted business licenses to conduct activities specified at Points a, b, and c, Clause 1, Article 5 of Decree No. 09/2018/ND-CP, economic organizations with foreign investment capital must meet the requirements specified in Article 9 of Decree No. 09/2018/ND-CP.

- The conduct of goods trading and related activities is specified in Article 7 of Decree No. 09/2018/ND-CP.

39

AFAS and EVFTA: Maintenance and repair of ships (CPC 8868): The establishment of joint ventures with Vietnamese partners with foreign capital contribution not exceeding 70% shall be permitted.

Specifically, EVFTA additionally stipulates regulations on Building and repairing of ships as follows: Unbound for foreign investment in the production of under 10,000 DWT cargo ships; under 800 TEU container ships; passenger ships with less than 500 seats and lighter ships (ISIC 3511). Foreign investment shall only be permitted in the form of joint ventures with foreign capital contribution not exceeding 50%.

40

40.1

Sewage services (CPC 9401)

Regulations in the Agreements: None, except:

Confirming that services supplied in the exercise of governmental authority as defined in Article I:3(c) may be subject to public monopolies or exclusive rights granted to private operators.

For national security reasons, access to certain geographical areas may be restricted[26].

- WTO: Limitations on the form and ratio of foreign capital contribution have expired.

40.2

Refuse disposal services (CPC 9402)[27]

Regulations in Schedules of specific commitments: None, except:

- Confirming that services supplied in the exercise of governmental authority as defined in Article I:3(c) may be subject to public monopolies or exclusive rights granted to private operators.

To ensure public welfare, foreign-invested economic organizations are not permitted to collect refuse directly from households. They are only allowed to provide services at the refuse collection points designated by local provincial and municipal authorities.

- WTO: Limitations on the foreign capital ownership ratio have expired.

40.3

Environmental monitoring services

Vietnamese law:

Requirements for providing services and obtaining a license to provide services are specified in Decree No. 127/2014/ND-CP (amended and supplemented in Decree No 136/2018/ND-CP).

41

1. Regulations in the Agreements: None on Arbitration and conciliation services (CPC 86602), except the arbitration and conciliation services for commercial disputes between enterprises.

The chief of the branch has to be a resident in Vietnam.

Additionally, CPTPP stipulates that Vietnam reserves the right to adopt and maintain any measure with respect to these sub-sectors.

2. Vietnamese law:

• -Foreign commercial conciliation organizations shall be permitted to operate in Vietnam in the following forms: a) Branch of a foreign commercial conciliation organization (hereinafter referred to as branch); b) Representative office of a foreign commercial conciliation organization (hereinafter referred to as representative office).
• -An arbitration center is established if at least five Vietnamese founders, eligible to act as arbitrators specified in Article 20 of the Law on Commercial Arbitration, request such establishment, and the center is granted an establishment license by the Minister of Justice.

42

42.1

Container handling services, excluding services provided at airports (part of CPC 7411) under Services auxiliary to all modes of transport.

Regulations in the Agreements and Vietnamese law

Foreign service providers for container handling services, except services provided at airports (part of CPC 7411) under Services auxiliary to all modes of transport are permitted to provide services through the establishment of joint ventures with Vietnamese partners with foreign capital contribution not exceeding 50%.

Specifically, VJEPA, VKFTA, and EVFTA additionally stipulate that public utility concession or licensing procedures may apply in case of occupation of the public domain

42.2

Customs brokerage services (including customs clearance services)

1. Regulations in the Agreements

Foreign service providers for “Customs clearance services” (alternatively “customs house brokers’ services”)[28] shall be permitted to provide services through the establishment of joint ventures with no foreign ownership limitation

1. Vietnamese law:

In case of customs clearance services being under maritime auxiliary services, foreign service providers shall be permitted to establish enterprises or to contribute capital, purchase shares and capital contributions in enterprises which are invested in by domestic investors. Foreign investors shall be permitted to establish a commercial presence in Vietnam in the form of a business cooperation contract.

42.3

Other services, including the following activities: Bill auditing; freight brokerage services; freight inspection, weighing and sampling services; freight receiving and acceptance services; transportation document preparation services (Part of CPC 749)

Regulations in the Agreements and Vietnamese law

The establishment of joint ventures with no foreign ownership limitation shall be permitted.

For AFAS and EVFTA specifically: None

42.4

Multi-modal transport services

Vietnamese law:

a) Vietnamese enterprises, cooperatives, and foreign enterprises investing in Vietnam shall only be permitted to conduct international multi-modal transport business after obtaining an International Multi-modal Transport Business License if meeting the following requirements: Maintaining minimum assets equivalent to SDR 80,000 or having an equivalent guarantee or alternative financial plan as prescribed by law (SDR is an international reverse asset created by the International Monetary Fund).

b) Enterprises from member countries of ASEAN Framework Agreement on multi-modal transport or enterprises from countries that have signed international treaties with Vietnam on multi-modal transport shall only be permitted to conduct international multi-modal transport business after obtaining a Vietnamese International Multi-modal Transport Business License if meeting the following requirements:

- Having an International multi-modal transport business registration certificate or equivalent documents issued by the competent authority of that country;

- Having multi-modal transport operator liability insurance or equivalent guarantee

43

1. EVFTA: Annex 8-C: Vietnam may adopt or maintain any measure with respect to the operation of an enterprise as defined in sub-paragraphs 1(e) and 1(m) of Article 8.2 (Definitions) that is not compliant with paragraph 2 of Article 8.5 (National Treatment), provided that such measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam's Schedule of specific commitments on maritime transport).

2. CPTPP: Annex NCM II-VN-27: Maritime cabotage services: Vietnam reserves the right to adopt and maintain any measure with respect to the above sub-sectors.

44

1. CPTPP: Annex NCM II-VN-11: Cultivating, producing or processing rare or precious plants, breeding or husbandry of precious or rare wild animal and processing of those plants or animals (including both living animals and processed matter taken from the animals)

Vietnam reserves the right to adopt and maintain any measure with regard to investment in the sectors and sub-sectors listed above.

2. Vietnamese law:

A list of rare or precious plants and animals can be found in the following website: www.kiemlam.org.vn

45

1. ACIA:

Sectors and sub-sectors that are not granted investment registration certificates include: Production of clay bricks, production of construction glasses, production of D6-D32 mm construction steel rods and D15-D114m seam steel pipe; galvanized and color-coated steel sheets.

For sub-sectors of Production of cement (ISIC 2694), production of ready mixed concrete, stone crushing (ISIC 2695): Investment in these sub-sectors shall be subject to planning of the Government which may give preferences to local investors.

2. Vietnamese law:

Products and goods of building materials produced domestically, imported, traded, circulated on the market and used in construction works in Vietnam shall meet the requirements of the National technical regulations on products and goods of building materials QCVN 16:2023/BXD promulgated with Circular No. 04/2023/TT-BXD dated June 30, 2023 of the Minister of Construction.

Note: QCVN 16:2023/BXD does not apply to products and goods of building materials imported in the form of samples for advertising without any use value; samples for research; samples for testing; goods temporarily imported for display and introduction at exhibition fairs; goods temporarily imported and re-exported, not consumed and used in Vietnam; goods exchanged by border residents, gifts and donations within tax limits; goods in transit and transshipment; emergency goods as directed by the Government and specialized goods serving national defense purposes.

46

1. Regulations in the Agreements: None regarding

- General construction work for building (CPC 512)

- General construction work for civil engineering (CPC 513)

- Installation and assembly work (CPC 514, 516)

- Building completion and finishing work (CPC 517)

- Other (CPC 511, 515, 518)

Other conditions: The chief of the branch has to be a resident in Vietnam.

WTO: Foreign enterprises have to be juridical persons of a WTO Member.

EVFTA: Foreign enterprises have to be juridical persons of another Party.

1. Vietnamese law

- Contractors as foreign organizations and individuals involved in construction operation in Vietnam shall comply with the law on bidding and must obtain operation licenses issued by the state construction management agency. Construction Operation License is a license issued by a competent state agency of Vietnam to a foreign contractor for each contract after winning a bid in accordance with Vietnamese law.

- Foreign contractor means a foreign organization having civil legal capacity or a foreign individual having both civil legal capacity and civil act capacity to conclude and execute the contract. The civil legal capacity and civil act capacity of the foreign contractor shall be determined according to the law of the contractor's home country. The foreign contractor may be a general contractor, a main contractor, a partnership contractor or a subcontractor. Foreign main contractors must commit to hire domestic subcontractors to perform the contractual tasks expected to be subcontracted, provided that the domestic contractors meet the bid package’s requirements. Foreign main contractors undertaking construction projects in Vietnam must engage domestic subcontractors that meet the bid package's requirements and only subcontracts to foreign subcontractors when qualified domestic subcontractors are unavailable. For temporarily imported materials and equipment intended for re-export, the contract must explicitly stipulate their use, prioritizing domestic materials and equipment that meet the bid package's requirements.

- Construction practice certificates are issued to Vietnamese individuals residing overseas or foreigners legally engaged in construction activities in Vietnam to hold positions or practice independently as prescribed in Clause 3, Article 148 of the 2014 Law on Construction, amended and supplemented in Clause 53, Article 1 of Law No. 62/2020/QH14. Foreigners must meet the conditions prescribed in Decree No. 15/2021/ND-CP to be issued a practice certificate. The validity of a foreign individual’s practice certificate is determined by the term of their work permit or temporary residence card issued by a competent authority, but not exceeding five years. The application, process, procedures, and authority to issue construction practice certificates to Vietnamese individuals residing overseas or foreigners legally engaged in construction activities in Vietnam are implemented as prescribed in Decree No. 15/2021/ND-CP (amended and supplemented in Decree No. 35/2023/ND-CP).

- Individuals who are foreigners or Vietnamese citizens residing overseas with a professional practice license issued by a foreign agency or organization must conduct consular legalization for the license to practice construction activities in Vietnam for less than 6 months or to provide construction consulting services in Vietnam while living overseas. In cases where individuals practice construction activities in Vietnam for 06 months or longer, they must convert their practice certificates at the authorized certifying authority as prescribed in Article 64 of the Decree No. 15/2021/ND-CP. Foreigners converting construction practice certificates must meet the conditions specified in Decree No. 15/2021/ND-CP. The application, process, procedures, and authority to convert construction practice certificates are implemented as prescribed in Decree No. 15/2021/ND-CP (amended and supplemented in Decree No. 35/2023/ND-CP).

- Foreign contractors are only permitted to carry out construction activities in Vietnam after obtaining Construction Operation Licenses issued by the state construction management agency. Foreign contractors must meet the conditions specified in Article 103 of Decree No. 15/2021/ND-CP to be issued a Construction Operation License. The operation of foreign contractors in Vietnam must comply with Vietnamese law and international treaties that Vietnam has concluded or acceded. The application, process, procedures, and authority to issue Construction Operation Licenses to foreign contractors are implemented as prescribed in Decree No. 15/2021/ND-CP (amended and supplemented in Decree No. 35/2023/ND-CP).

- Foreigners are allowed to practice architecture in Vietnam, provided that they meet the conditions prescribed in Clause 1, Article 31 of the 2019 Law on Architecture. Foreigners who have a valid architectural practice certificate issued by a competent foreign agency or organization and have engaged in architectural services in Vietnam for less than 6 months must undergo a certificate recognition procedure. For those engaged in the services for 6 months or longer, they must convert their architectural practice certificates at the designated architectural agency under the provincial People’s Committee. The recognition and conversion of architectural practice certificates between Vietnam and other countries or territories is conducted in compliance with the relevant international agreements or treaties to which the Socialist Republic of Vietnam is a member. The application, process, procedures, and authority to issue, recognize and convert architectural practice certificates of foreigners practicing architecture activities in Vietnam; as well as the determination of their architectural practice duration in Vietnam are implemented as prescribed in the 2019 Law on Architecture, Decree No. 85/2020/ND-CP.

- For construction contracts involving foreign elements, the languages used shall be Vietnamese and the foreign language agreed upon by the parties; if no agreement is reached, English shall be used. For construction contracts under construction investment projects funded by ODA or loans from foreign credit institutions, payment terms shall comply with the provisions of international treaties. When determining payment terms, the parties must adhere to international treaties and investment disbursement procedures prescribed by laws to reach an appropriate contractual agreement. In addition to the main documents specified in Clause 1, Article 20 of Decree No. 37/2015/ND-CP, for construction contracts funded by ODA or loans from foreign credit institutions, payment documents must also comply with the provisions of international treaties.

47

1. ACIA: Investment in these sectors shall be subject to planning of the Government which may give preferences to local investors.

For the sub-sector of manufacturing and assembling of transport vehicles: Manufacturing projects/investments in these sectors shall comply with specific requirements on local raw material resources^[29], technology and/or environment and/or quality which may be inconsistent with National Treatment article under ACIA

2. CPTPP: Annex NCM II-VN-28

For the sub-sector of manufacturing and assembling of buses and transport vehicles of more than 29 seats: Vietnam reserves the right to adopt or maintain measure inconsistent with Article II.9.1(h) for foreign-invested enterprises in the above sub-sectors.

3. EVFTA: Annex 8-B:

- For the manufacture of motor vehicles, trailers and semi- trailers: None, except investment in automobile assembly and manufacture (ISIC 3410) shall be subject to planning of the Government which may give preferences to local investors[30]

- For the manufacture of motorcycles (part of ISIC rev 3.1: 3591): None, except investment in motorcycle assembly and manufacture (ISIC 3591) shall be subject to planning of the Government which may give preferences to local investors.

48

1. CPTPP:

a) Annex NCM II-VN-17: Performing Arts and Fine Arts:

Vietnam reserves the right to adopt or maintain any measure to grant preferential treatment to Vietnamese artists and Vietnamese-owned companies in the performing arts, fine arts and other cultural activities[31].

b) Annex NCM II-VN-26: Sporting and other recreational services, excluding electronic games business:

Vietnam reserves the right to adopt or maintain any measure with respect to martial art clubs and extreme sports.

c) Annex NCM II – Appendix II-A:

Services related to the hosting of a sporting event (including promotion, organization and facilities management): None, in accordance with Vietnamese laws and regulations and in a manner consistent with Vietnam’s commitments under this Agreement.

2. EVFTA

Foreign investors are prohibited from investing in the provision of services related to sports, fine arts, performing arts, fashion shows, beauty and model contests, and other entertainment activities in Vietnam.

3. Vietnamese law

- Performing arts activities must meet the requirements specified in Chapter II (Articles 8 to 16 of Decree No. 144/2020/ND-CP)

49

1. EVFTA

- Annex 8B: Ground-handling services, excluding aircraft servicing and cleaning, surface transport, airport management and air service navigation: Unbound. Five years after Vietnam allows private providers access to an airport or terminal, foreign service providers are permitted to provide services to such airport or terminal only through the establishment of joint ventures with Vietnamese partners, with foreign capital contribution not exceeding 49%. Three years thereon, this capital limitation shall be 51%.

Categories of activities and the number of service providers in each airport depend on the size of the airport.

For greater certainty, Vietnam reserves the rights to consider the authorization and/or licensing of the above-mentioned joint venture(s) based on the following considerations, among others: (i) the net socio-economic benefits that the EU investor(s) can generate, including but not limited to their long-term commitments, capacity building and technology transfer for Vietnam, their prior contribution to Vietnam’s economy; (ii) their financial capability and relevant experience; and (iii) possible impact of Vietnam national security and defense.

The private access to the sector mentioned above means the authorization for the participation of at least one Vietnamese 100% privately owned company or one joint venture in which Vietnam’s private capital contribution accounts for at least 51%.

- Annex 8-B: In-flight meal serving services

Foreign service providers are permitted to provide services only through the establishment of joint ventures with Vietnamese partners, with foreign capital contribution not exceeding 49%.

2. CPTPP

Annex NCM II-VN-7: Air-transport related services:

Vietnam reserves the right to adopt or maintain any measure with respect to:

- Specialty air services (except for commercial flight training);

- Ground handling;

- Airport operation services

3. Vietnamese law

Airport or aerodrome services include:

a) Passenger terminal operation services;

b) Airfield operation services;

c) Air cargo terminal or warehouse operation services;

d) Aviation fuel supply services;

dd) Ground engineering and commercial services;

e) Airline catering services;

g) Aviation equipment repair and maintenance services;

h) Aviation engineering services;

i) Aviation security services.

The minimum capital required for the establishment and maintenance of an aviation service enterprise shall comply with the following regulations:

a) For enterprises providing passenger terminal operation services: VND 30 billion;

b) For enterprises providing air cargo terminal or warehouse operation services: VND 30 billion;

c) For enterprises providing aviation fuel supply services: VND 30 billion.

As for enterprises providing passenger terminal operation, air cargo terminal operation, aviation fuel supply, ground engineering and commercial, and airfield operation services, the foreign capital contribution of foreign enterprises and individuals shall not exceed 30% of the charter capital.

49.1

Manufacturing of aircraft and spacecraft

CPTPP, EVFTA

None, provided that a joint venture is established with foreign capital contribution

50

1. AFAS: Maritime agency services (CPC 7454*): Foreign investors’ ownership of the charter capital in an economic organization shall not exceed 49%.
2. EVFTA Annex 8-B

   Maritime agency services (CPC 748*)[32]: The establishment of joint ventures with the foreign capital contribution not exceeding 49% shall be permitted.

3. CPTPP: Annex NCM I-VN-17: Shipping agency services

   Foreign investment to supply shipping agency services may not be supplied except through joint ventures or the purchase of shares in Vietnamese enterprises, with foreign equity not exceeding 49 per cent.

4. Vietnamese law:

Enterprises providing shipping agency services in Vietnam must be established in accordance with the law. In case a foreign-invested enterprise provides shipping agency services, the foreign capital contribution shall not exceed 49% of the enterprise’s charter capital.

Enterprises providing towage services in Vietnam must be established in accordance with the law. In case a foreign-invested enterprise provides towage services, the foreign capital contribution shall not exceed 49% of the enterprise’s charter capital.

51

51.1

Sound recording services

Regulations in the Agreements: Unbound

For CPTPP specifically: Vietnam reserves the right to adopt or maintain any measure with respect to sound recording services except that it shall permit foreign ownership of up to 51% of enterprises engaged in sound recording.

51.2

Specialty photography services, excluding aerial photography (CPC 87504):

AFAS, EVFTA and CPTPP impose no limitations, except only in the form of business cooperation contracts or joint ventures with Vietnamese providers. There shall be no limitations on foreign capital contribution in the joint ventures

51.3

Portrait photography services (CPC 87501):

AFAS and CPTPP impose no limitations, except only in the form of business cooperation contracts or joint ventures with Vietnamese providers. There shall be no limitations on foreign capital contribution in the joint ventures.

51.4

Exhibition services (CPC 87909*)

AFAS permits provision of services in the form of joint ventures with Vietnamese providers. Topics and contents of the exhibition must be approved by competent authorities.

51.5

Trade fair and exhibition services (CPC 87909**):

1. Regulations of the EVFTA and UKVFTA: The establishment of joint ventures with the foreign capital contribution not exceeding 49% shall be permitted. Five years after the entry into force of this Agreement, the capital contribution limit shall be raised to 51%. Three years thereon, this capital limitation shall be abolished.

2. Vietnamese law:

- Clause 1, Article 3 of Decree No. 09/2018/ND-CP stipulates goods trading and activities directly related to goods trading including trade promotion services, which consist of trade fair and exhibition services.

- Clause 1, Article 5 of Decree No. 09/2018/ND-CP stipulates as follows: Business licenses are issued to foreign-invested economic organizations to provide trade promotion services, including trade fair and exhibition services.

52

1. WTO: No regulations

2. CPTPP: WTO commitments under NCM II-VN-36 and Appendix II-A regarding Market Access obligations and Unrestricted commitments regarding National Treatment obligations.

3. Vietnamese law: Tourism promotion and advertising activities must comply with regulations and conditions of the Law on Tourism and its guiding documents.

53

1. WTO: No regulations

2. CPTPP: WTO commitments under NCM II-VN-36 and Appendix II-A regarding Market Access obligations and Unrestricted commitments regarding National Treatment obligations.

54

1. AFAS, EVFTA: Social services (CPC 933): The establishment of joint ventures with foreign capital contribution not exceeding 70% shall be permitted.

2. CPTPP: Annex NCM II-VN-25:

Social services (CPC 933): Vietnam reserves the right to adopt and maintain any measure with respect to the listed sub-sectors.

3. Vietnamese law

Authority to issue operation registration certificates to facilities supporting victims of domestic violence and facilities providing consultation on the prevention and control of domestic violence: The provincial People’s Committee shall issue operation registration certificates to facilities supporting victims of domestic violence and facilities providing consultation on the prevention and control of domestic violence in cases where the facilities have their headquarters located in a province or centrally-run city, and established by foreign organizations or individuals

55

1. WTO

- Maintain the exemption from customs duties on electronic transmissions until March 2026.

2. CPTPP

- No Party shall impose customs duties on electronic transmissions, including content transmitted electronically, between a person of one Party and a person of another Party;

- No discrimination against digital products between member countries;

- No foreign enterprise shall be required to transfer or give access to source code of software as a condition for the import, distribution, sale or use of such software;

- No covered person of the Party shall be required to use or locate computing facilities in that Party’s territory as a condition for conducting business in that territory. The Parties shall maintain measures necessary to achieve a legitimate public policy objective and ensure the essential security, provided that the measures do not impose restrictions on the use or location of computing facilities greater than are required to achieve the objective;

-The Parties shall allow the cross-border transfer of information by electronic means when this activity is for the conduct of the business of a covered person. The Parties shall maintain measures necessary to achieve a legitimate public policy objective and ensure the essential security, provided that the measures do not impose restrictions on transfers of information greater than are required to achieve the objective.

3. RCEP

- No Party shall impose customs duties on electronic transmissions, including content transmitted electronically, between a person of one Party and a person of another Party;

- No covered person of other RCEP country member shall be required to use or locate computing facilities in the host country as a condition for conducting business in that territory. However, the Parties shall maintain measures necessary to achieve a legitimate public policy objective and ensure the essential security. The need for such measures shall be determined by the implementing Party and shall not be disputed by the other Parties.

- The Parties shall be allowed the cross-border transfer of information by electronic means when this activity is for the conduct of the business. However, the Parties shall maintain measures necessary to achieve a legitimate public policy objective and ensure the essential security. The need for such measures shall be determined by the implementing Party and shall not be disputed by the other Parties.

4. Vietnamese law

“Decree No. 85/2021/ND-CP, Article 67c, Market access conditions for foreign investors in the field of e-commerce

(1) Provision of e-commerce services is considered as one of business lines restricted to foreign investors.

(2) Market access conditions include:

a) Foreign investors perform e-commerce activities in Vietnam in accordance with Clauses 1 and 2, Article 21 of the Law on Investment;

b) For a foreign investor controlling one or more enterprises in the group of five leading enterprises in the e-commerce service market in Vietnam as listed by the Ministry of Industry and Trade, the Ministry of Public Security’s opinion on appraisal of national security is required.

(3) A foreign investor is considered to control over an e-commerce enterprise as prescribed in Point b, Clause 2 of this Article if it falls into one of the following cases:

a) A foreign investor holds over 50% of charter capital or total voting shares of the enterprise(s);

b) An investor may directly or indirectly decide to appoint, relieve from duty or remove from office the majority or all of the members of the Board(s) of Directors, the Chairperson(s) of the Members’ Council(s), Director(s) or Chief Executive Officer(s) of the enterprise(s);

c) An investor has the right to decide on important issues in business operation of the enterprise, including the selection of technology platform, business organization form; selection of sectors and trades, locations and forms of business; the adjustment of the business scale and business lines; selection of forms and methods of mobilization, distribution and use of the enterprise’s business capital.

(4) The group of five leading enterprises in the e-commerce service market in Vietnam as mentioned in Point b, Clause 2 of this Article shall be determined based on the number of visits, sellers, transactions, and the total transaction value.

(5) In the case specified in Point b, Clause 2 of this Article, the investor shall follow procedures for the issuance or modification of business license according to the Government’s regulations on goods trading and other activities directly related to goods trading by foreign investors and foreign-invested economic organizations as follows:

a) While considering to give opinion on the application for issuance or modification of the business license, the Ministry of Industry and Trade shall give written request for the Ministry of Public Security’s opinion;

b) At the Ministry of Industry and Trade’s request, the Ministry of Public Security shall give a written response indicating its approval or refusal of the investor’s application to the Ministry of Industry and Trade within 20 days from the receipt of the Ministry of Industry and Trade’s request;

c) Based on opinions given by the Ministry of Public Security, the Ministry of Industry and Trade shall give its opinion to the licensing authority as prescribed;

d) The time limit for getting opinion from the Ministry of Public Security shall not be included in the time limit for giving opinion by the Ministry of Industry and Trade as prescribed by law.

(6) Investors making investments in small and medium-sized startups as prescribed by the Law on Support for Small and Medium-sized Enterprises shall not be subject to the provisions in Clause 2 of this Article.”

56

1. WTO: No regulations

2. CPTPP: WTO commitments under NCM II-VN-36 and Appendix II-A regarding Market Access obligations and Unrestricted commitments regarding National Treatment obligations.

3. Vietnamese law:

Cemetery services include the organization of funerals, burials or cremations of corpses or remains; grave construction, reburials, grave tending, tending, preservation and storage of cremated ashes at ash storage houses at requests, and provision of services of visit and commemoration.

Note: Foreign investors are not yet permitted to engage in the business of “investing in the construction of cemetery infrastructure to transfer associated land use rights”.

57

1. Regulations in the Agreements: Aerial seed planting and aerial chemicals spraying and dusting are included in CPC 881 but excluded from Vietnam’s Schedules of Commitments in the Agreements.

2. Vietnamese law:

The use of unmanned aerial vehicles and ultralight aircrafts for any purpose is regulated and licensed by the Department of Operations - General Staff, in accordance with Decree No. 36/2008/ND-CP dated March 28, 2008 of the Government on the management of unmanned aircraft and ultralight aircraft and Decree No. 79/2011/ND-CP amending and supplementing a number of articles of Decree No. 36/2008/ND-CP.

58

1. WTO: No regulations

2. CPTPP: WTO commitments under NCM II-VN-36 and Appendix II-A regarding Market Access obligations and Unrestricted commitments regarding National Treatment obligations.

3. Vietnamese law:

An enterprise providing maritime pilotage services must be established in accordance with the law, with the State holding at least 75% of the charter capital.

59