THE SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom - Happiness

SALES CONTRACT
- Pursuant to Civil Law; and
- Based on the Buyer’s demand and the Seller’s goods availability, and agreement of the two
Parties:

Today, on the day of …….. , this Sales Contract is mutually agreed by and between the
followings:

SELLER :
- Address :
- Tel : Fax:
- Account no. : At:
- Tax code no. :
- Represented by : Mr. A Position: Supervisor

BUYER :
- Address :
- Tel : Fax:
- Account no. : At:
- Tax code no :
- Represented by : Mr. B Position: Deputy Manager

Upon the following terms and conditions stated below:

ARTICLE 1: COMMODITY, ORIGIN, SPECIFICATIONS, QUANTITY, PACKING,

UNIT PRICE:
1.1 Commodity:
1.2 Origin:
1.3 Quality Specifications:
 Profat : 36% min
 Fiber : 12% +/-1%
 Sand, silica : 2% max
 Moisture : 12% +/-1%
 Foreign matter : 2% +/-1%
 Aflatoxin : 50ppb max
In case of any dispute relating to quality issues, both Parties will arrange to have a sealed sample
of the Goods analyzed by the Quality Assurance and Testing Center 3 (QUATEST 3) or Pasteur
Institute of Ho Chi Minh City. The final quality result will be defined according to the analysis
result of these centers. If the final analysis result is conformable to the above specifications, all
expenses including transportation, analysis fee, and other relevant expenses will be charged to
the Buyer’s account.
1.4 Packing: in PP 50kg bags, effective weight will be scaled at the Buyer’s warehouse after
deducting bag tare 120gr/bag.
1.5 Quantity: ………. kgs (+/-10%)
Hereinafter referred to as the “Goods”

1
1.6 Unit price: USD……… /kg (inclusive of 5% VAT, delivered to the Buyer’s
warehouse in Tay Ninh).

ARTICLE 2: PAYMENT TERM:

2.1 Total Contract Value: USD………… (inclusive of 5% VAT, +/-10%)

(In words: …………………..United State Dollar – inclusive of 5% VAT, +/-10%) Comment [A1]: Please change from USD to V
as according to Ordinance On Foreign Exchange
2.2 Payment term: Control: “Within the territory of Vietnam, all
transactions, payments, listings and advertisemen
The payment shall be made by the Buyer with the amount of 100% of the Contract Value of residents and non- residents must not be effec
equivalent to ………… (in words: …………) into the Seller’s bank account as mentioned at in foreign exchange”
Page 1 of the Contract within 07 (seven) days right after each delivery.

If the above contractual payment term is overdue, the Buyer shall bear the interest for late
payment at the rate of 5% per month for the overdue amount but in any case, the delay should Comment [A2]: This rate is exceed the maxim
amount 20% per year according to Civil Code 201
not exceed 02 days from the due date. In case after 02 (two) days from the due date the Buyer
does not pay, the Seller is entitled to cease the delivery of the Goods until the Buyer fully pays
the outstanding amount. Any expenses and damages arising from and due to the late payment
will be at the Comment [A3]: Buyer

ARTICLE 3: FORWARDING, TRANSPORTATION:

3.1 Delivery time: from … to ….

3.2 Place of delivery: at the Buyer’s warehouse in Tay Ninh.
3.3 Stevedoring: Loading fee at the Seller’s account, unloading fee at the Buyer’s account.

Comment [A4]: Proof of delivery should be

ARTICLE 4: SELLER’S RIGHTS AND RESPONSIBILITIES: added, includes: VAT invoice, delivery record:
clearly state the quantity of goods, VAT invoice
number, type, etc.
4.1 To be entitled to the full payment according to the Contract. No changes on the contractual
price and quantity shall be valid and effective unless both Parties approve in writing.
4.2 At least […] hours before delivering the Goods to the Buyer, the Seller shall be responsible
for informing the time of delivery for the Buyer to arrange the transportation for receiving
the Goods.
4.3 To issue the VAT invoices for each delivery.
4.4 Not to deliver the Goods if the Buyer does not make the payment as agreed in Article 2.

ARITICLE 5: BUYER’S RIGHTS AND RESPONSIBILITIES:

5.1 To pay the Seller as agreed in Article 2 of this Contract.

5.2 To prepare labors and transportation to receive the cargo.
5.3 Within 48 hours from the date of receiving the Goods, if the Buyer has no claim on quality
specification of the Goods, it is deemed that the Buyer accepts the Goods. After this period,
the Seller is not responsible for any claim on quality of the Goods from the Buyer.

Each of the Parties agrees that Comment [A5]: CONFIDENTIALITY ARTIC

Confidential Information disclosed by the other will not, without the prior written approval should be added

of the other, be disclosed (other than to those of its employees, agents and representatives Formatted: Font color: Text 2
with a reasonable need-to- know and receiving Party shall cause such employees, agents
and representatives to hold in confidence such Confidential Information received by them)
or used by it except in connection with this Agreement. Each of the Parties will be
responsible for any breach of this Section by its employees, agents and representatives.
Confidential Information does not include information which (i) becomes generally
available in the public domain other than as a result of a breach of this Section, (ii) a Party
2
is required to disclose pursuant to law or judicial order, or (iii) was already in the receiving
Party’s possession at the time disclosed, as evidenced by its written records.

In the event of accident, mechanical breakdown of facilities, epidemic, quarantine, fire, Comment [A6]: FORCE MAJEURE ARTICLE
should be added. For example:
explosion, flood, strike, labour trouble, riot, revolt, war or hostilities, acts of terrorism, acts of
governmental authority, natural disasters, or other contingency beyond the reasonable control of Formatted: Font: Not Bold
the party affected interfering with the production, supply, transportation, or the supply of the
Goods (the “Force Majeure Events”), the Party affected by the Force Majeure Events shall:
(a) Apply reasonable prevention and necessary replacement measures to mitigate the influence
caused by such Force Majeure Event;
(b) Use its best effort to fulfil its obligations under this Agreement; and
(c) Promptly inform to other Party on the Force Majeure Events no later than ---- Formatted: Font: Not Bold
days from the occurrence date of such Force Majeure Event. Comment [A7]:
Formatted: Font: Not Bold

ARTICLE 6: OTHER COMMITMENTS:

6.1 Two Parties undertake to carry out strictly the signed Contract. Either Party breaches this
Contract will compensate to the other party at the rate of 15% of the breached Contract Comment [A8]: This rate is not suitable as the
maximum fine level is 8% of the value of the
Value. breached contractual obligation portion
6.2 Neither Party may unilaterally terminate the Contract. Either Party who does not properly
implement the provisions of this Contract shall be liable to compensate the other Party for
damage.
6.3 During the performance of this Contract, any dispute or conflict will be amicably settled by
the Parties. In the event that a resolution is not achieved, such dispute shall be referred to
the Singapore International Arbitration Center (SIAC) for settlement. Arisen costs
including lawyer fee and court fee will be born by the losing Party.
6.4 This Contract is effective from the signing date and made into 04 (four) originals, each
Party shall keep 02 (two) originals which shall have equal validity.
6.5 This Contract will be automatically liquidated when the Seller fulfills all deliveries of the
Goods, the Buyer receives all the Goods and settles the payment and other relevant
expenses.
6.6 This Contract is valid in faxed version.
6.7 All amendment and supplementation of the Contract must be agreed in writing by the
Parties.

ON BEHALF OF BUYER ON BEHALF OF SELLER

------------------------------------ ------------------------------------
Deputy Manager Supervisor

3
II. LEGAL RESEARCH
Đây là trường hợp đầu tư thông qua hình thức góp vốn, chủ đầu tư là người Việt Nam nên việc
xin cấp giấy chứng nhận đầu tư (IRC) là không cần thiết. Các thủ tục mà công ty B cần làm bao
gồm:
- Thực hiện việc kiểm tra thông tin tài chính, pháp lý, hoạt động kinh doanh của công ty A
- Ký kết hợp đồng mua bán cổ phần với X và đăng ký hồ sơ mua cổ phần tại cơ quan nhà nước.
* Tổ chức kinh tế tư nộp 01 bộ hồ sơ đăng ký góp vốn, mua cổ phần, mua phần vốn góp cho cơ
quan đăng ký đầu tư nơi tổ chức kinh tế đặt trụ sở chính. Hồ sơ gồm:
a) Văn bản đăng ký góp vốn, mua cổ phần, mua phần vốn góp gồm những nội dung: thông tin về
đăng ký doanh nghiệp của tổ chức kinh tế mà nhà đầu tư nước ngoài dự kiến góp vốn, mua cổ
phần, mua phần vốn góp; ngành, nghề kinh doanh; danh sách chủ sở hữu, thành viên, cổ đông
sáng lập, danh sách chủ sở hữu, thành viên, cổ đông là nhà đầu tư nước ngoài (nếu có); tỷ lệ sở
hữu vốn điều lệ của nhà đầu tư nước ngoài trước và sau khi góp vốn, mua cổ phần, mua phần
vốn góp vào tổ chức kinh tế; giá trị giao dịch dự kiến của hợp đồng góp vốn, mua cổ phần, mua
phần vốn góp; thông tin về dự án đầu tư của tổ chức kinh tế (nếu có);
b) Bản sao giấy tờ pháp lý của cá nhân, tổ chức góp vốn, mua cổ phần, mua phần vốn góp và tổ
chức kinh tế có nhà đầu tư nước ngoài góp vốn, mua cổ phần, mua phần vốn góp;
c) Văn bản thỏa thuận nguyên tắc về việc góp vốn, mua cổ phần, mua phần vốn góp giữa nhà đầu
tư nước ngoài và tổ chức kinh tế có nhà đầu tư nước ngoài góp vốn, mua cổ phần, mua phần vốn
góp hoặc giữa nhà đầu tư nước ngoài với cổ đông hoặc thành viên của tổ chức kinh tế đó;
- Sau đó công ty A sẽ đăng ký thay đổi nội dung giấy chứng nhận đăng ký doanh nghiệp (ERC)
về thay đổi cổ đông - cổ đông nước ngoài là công ty B.

III. TRANSLATION
1) On the date of signing this Contract, Company A will have the right to appoint six (6)
Members Of The Board Of Directors (“Members Of The Board Of Directors appointed by
Company A”) and depends on the decision of Company A, The Members Of The Board Of
Directors appointed by Company A can be increased to nine (9); and each Individual
Shareholder shall has the right to appoint one (1) Member Of The Board Of Directors (and in
total, two (2) Members Of Board Of Directors). The Parties hereby agree to vote individuals
appointed by the other Party to the Board at both levels of the General Meeting of Shareholders
and Board of Directors. The Parties also agree to maintain the position two (2) Members of the
Board of Directors (and their standings) are appointed by the Individual Shareholders during the
duration of the Transition Period.

2) The Board of Directors must approve all actions taken by the Company, except for the Key
Issues and all other issues are reserved for the shareholders to approved in accordance with
Applicable Law. All approvals by the Board of Directors must have vote of the majority of the
Board of Directors members attending when there is only a minimum percentage of Board of
Directors members attending the meeting. The Board of Directors will only has the authority to
approve, authorize or take some other actions with issues that is clear stated on the agenda of that
meeting. Each Members of the Board of Directors will have the right to one (1) vote at each
meeting only when that that Member is present at that meeting or attend remotely through
electronically.