The document discusses opportunities for Vietnamese enterprises from increased economic integration through trade agreements like the ASEAN Economic Community (AEC), the EU-Vietnam Free Trade Agreement (EVFTA), and the Trans-Pacific Partnership (TPP). It notes that these agreements could significantly increase Vietnam's GDP and exports by reducing tariffs. The document provides advice to Vietnamese enterprises on how to attract investors and maximize the benefits from these new market access opportunities, such as building an international brand, proving potential success, and maintaining trust and credibility.
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AGENDA:
• OVERVIEW ON VIETNAM
• WHY IS THE WORLD FLAT? VIETNAM’S RECENT
INTERNATIONAL INTEGRATION: ASEAN
ECONOMIC COMMUNITY (AEC), EU- VIETNAM
FREE TRADE AGREEMENT (EVFTA) AND THE
TRANS-PACIFIC PARTNERSHIP (TPP)
• OPPORTUNITIES FOR VIETNAMESE ENTERPRISES?
• CONCLUSION
*
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Vietnam 2015 Economy at a glance
• GDP: US$204 billion
• GDP per capita: US$2,109
• GDP Growth: 6.68 % (compared to 5.98%
in 2014, highest in the past 5 years)
• Inflation: 0.63% (lowest in the past 10
years)
• Population: About 91.70 million
• Labor force aged 15 and above: 54.61 million
• Total export and import turnover: : US$
$327.76 billion (10% increase)
• Minimum wage: VND 3.5 million (US$ 156)
per month (Jan 2016)
*
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Vietnam to be Asia’s second fastest growing
country
• In 2016, Vietnam’s GDP is expected to grow at 6% as forecast by World
Bank, with significant growth in construction, real estate and service
sectors.
• The second fastest-growing economy in Asia, second only to India.
• Progressing for the third year in a row, Vietnam reached the 56th
position in 2015 on the Global Competitiveness Index (GCI) list, a jump
of 12 positions compared to 2014.
• Vietnam tops 6 European Union countries on the GCI list
• Consumption is likely to remain the biggest growth driver in 2016,
closely followed by investment.
• China’s economic slowdown and the US Federal Reserve increasing
interest rates were driving investor withdrawals from emerging markets.
• *
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Vietnam’s Free Trade Agreements
• *
• ASEAN -
China• ASEAN -
Korea
• ATIGA
• ASEAN -
India• ASEAN –
Australia –
New
Zealand
• ASEAN -
Japan• RC
• Vietnam -
Chile• Vietnam -
Korea• Vietnam –
Eurasian
Economic
Union
• Vietnam -
EU• Vietnam -
EFTA• TPP
• ASEAN –
Hong
Kong
• Vietnam -
• Vietnam -
Japan
• Signed
• In negotiation/
Negotiation
concluded
• In
negotia
tion
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AEC Market Snapshot – Asia’s main
investment hub
• GDP: US$2311.3 billion (2012)
• GDP per capita: US$3748.4 (2012)
• Population: 620 million, 60% under the age of 35
• AEC % of world GDP: ~3.3%
• AEC % of world population: 9%
• AEC’s merchandise exports: US$1.2 trillion - ~54% of total
ASEAN GDP and 7% of global exports
• If ASEAN were one economy, it would be the 7th largest in
the world – 4th largest by 2050 if growth trends continue
• *
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Key characteristics of AEC
• *
• ASEAN SINGLE MARKET AND
PRODUCTION BASE• Free
flow
of
capit
al
• Free
flow
of
good
s
• Free
flow
of
servi
ces
• Free
flow
of
inves
tment
• Free
flow
of
skille
d
labou
r• Removal of
tariff and
non-tariff
barriers
• Opening of
market
access
• Freer
capital flow
regime
• Free
Investment
Regime &
ASEAN
Single
Investment
Destination
• Free skilled
labour
mobility &
Competenc
e Standard
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EU- Vietnam trading partnership
• The EU is currently the second largest trading partner and
one of the 2 largest export markets of Vietnam.
• By the end of 2014, 23 out of 28 EU countries have invested
in Vietnam with over 2,000 projects worth more than USD37
billion.
• Vietnam’s main exports to the EU: footwear, textile products,
coffee, seafood and wood products, etc.
• EU’s main exports to Vietnam: machines, chemicals, milk and
milk products, steel products, etc.
• *
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EVFTA – Bilateral negotiations
• *
Launch of
negotiations
• Fi
rst
ro
un
d
in
H
• 15
rou
nds
alte
rna
tely
in
• La
st
ro
un
d
in
H
• Ag
ree
me
nt
in
pri
nci
• 06/
201
2
• 1
0
/
2
0
1
2
• H
a
r
d
w
o
r
k
• 7
/
2
0
1
5
• 8
/
2
0
1
5
• 0
2/
1
2/
2
0
1
5
• 0
2
/
0
2
/
2
0
1
6
• Co
ncl
usi
on
of
neg
otia
• F
T
A
te
xt
rel
ea
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EVFTA – Comprehensive agreement
• Trade in goods
Market access for goods – tariffs
Rules of Origin
Export duties
Technical Barriers to Trade (TBT)
Sanitary and Phytosanitary Measures
Customs and Trade Facilitation
Administrative Cooperation in Customs Matters
• Services and investment:
National treatment
Liberalisation commitments / market access
Investment to state dispute settlement
• *
• Cross-cutting issues
• Dispute Settlement
and Investment
Dispute Settlement
• Government
Procurement
• State Owned
Enterprises &
Subsidies
• Intellectual Property
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EVFTA – Tariff Liberalization
• Tariff liberalization:
– 99% of tariffs both value and number of tariff lines
– After 7 years for EU
– Vietnam: 10 years
• Coverage at entry into force:
– 70.3% of value of Vietnamese exports / 86% tariff lines
– 65% value of EU exports / 49% tariff lines
• *
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EVFTA – Benefits for Vietnam
• Vietnam’s annual economic expansions rate may grow an additional 15%
every year
• Tariffs for most of Vietnamese export product to the EU will gradually
reduce to 0% and Vietnam’s export to EU is expected to grow about 35%
for next few years
• The real wages of skilled laborers may increase by up to 12% while real
salary of common workers may rise by 13%
• The EVFTA is the legal framework for a more stable relationship in bilateral
trade for Vietnam when competing in the international market
• The EVFTA will generate greater effects, e.g. increased quality of
investment flows from EU, acceleration of the process of sharing expertise
and transfer of green technology and the creation of more employment
activities
• *
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History of the TPP
• *
• Trans-
pacific
Strategic
Economic
Partnershi
p (P4)
signed
• Scope of
negotiation
extended
with
participation
of other
countries,
including
the US
• Negotiatio
n of the
TPP
officially
launched
• First
negotiation
round in
Melbourne-
Australia
with 7
members
• Other
countries
such as
Malaysia,
Japan,
Canada
• Finally
agreement
reached in
Atlanta
negotiation
• 05 Oct.
2015
• 03 June
2005
• Dec
2009
• Oct 2010
– July
2013
• 2
0
0
7
• March
2010
• Text
released on
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How is the TPP Different?
• GDP of 12 TPP Members is nearly $28 trillion, 40% of global
GDP and one-third of world trade
• TPP is broader: it covers markets for all goods, services,
investment, government procurement, e-commerce with 30
Chapters included.
• TPP is deeper: it addresses new trade challenges (environment,
labor, competition, state-owned enterprises, etc.)
• The TPP is being touted as a “high-standard agreement” meaning
“a landmark, 21st-century trade agreement, setting a new standard
for global trade and incorporating next-generation issues”
• *
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TPP Trade in Goods
• Tariff and non-tariff barriers on most industrial goods are
eliminated immediately, with tariffs on some sensitive products will
be phased out as agreed by the TPP Parties.
• Each TPP Parties provide a tariff schedule covering all goods.
• Parties agree not to use performance requirements, such as local
production requirements.
• Parties agree not to impose WTO-inconsistent import-export
restrictions and duties. If any, they are required to notify the others
about the procedures to ensure transparency and promote trade
flows.
• *
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Trade in Services
• Negative approach, meaning that their markets are fully
opened to service suppliers from other TPP Parties, except
otherwise indicated in their commitments (non-conforming
measures)
• In order to make such reservations, the member state must
prove the necessity of such preservation and negotiate with
other member states. If approved, the non-conforming
measures are only limited to such list, except for measures in
certain sensitive sectors which are included in a separate list
• Ratchet approach: Member states are only allowed to adopt
policies that are better than what they commit
• *
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Rules of Origin
• Originating goods:
– Wholly obtained or produced goods;
– Produced in and from materials originating from TPP countries; or
– Produced in and using material not originating from TPP countries nut
satisfying TPP rules of origin.
• Separate rules of origin for each specific type of goods
• Separate chapter on rules of origin for textile products
• Rules of origin in TPP are predominantly based on a specified shift in
tariff classification, regional value content and production stages
• No requirement for certificates of origin under TPP, or third-party
certification of origin but self-certification is sufficient
• Note that Vietnam applies different schedules of tariff elimination/
reduction for different categories of goods
• *
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Textiles and Apparel
• Most tariffs on textiles and apparel will be eliminated
immediately, although tariffs on some sensitive products will
be phased out as agreed by the TPP Parties.
• Yarn-forward rule of origin: requires use of yarns and fabrics
from TPP countries in end products qualifying for
preferential treatment under TPP.
• Exceptions:
– a carefully tailored short supply list (when certain yarns and fabrics
not widely available in the region).
– de minimis
– 1 for 1 rule applied for women’s and men’s cotton trousers exported
to the US
• *
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Shift in supply chains
• As companies shift sourcing patterns they also will
need supporting investment in:
– New infrastructure in roads, ports, bridges
– Warehousing, cold chain, storage facilities
– Logistics, distribution, retail
– Improved communications
– E-commerce platforms and distribution centers
• Whole new sectors, players can get involved
• New customers in B2B, B2C and C2C
• *
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How will TPP benefit Vietnam?
• 70%
• 70% of the total export value of Vietnam’s textile industry is from TPP countries. By participating
in
• the TPP, the market is expected to double. Export turnover to the US may reach USD55 billion
in 2025
• 0%
• The average tax rate on textile products into
• the US market is currently 17.5%, after TPP
• it falls down to 0%
• 0%
• The whole import tariffs on footwear
currently
• from 3.5% to 57.4% also falls down to 0%
•
• USD 335.7 billion
• According to a study by East – West Centre (USA), Vietnam’s GDP may increase by USD35.7
billion,
• equivalent to 10.5% until 2025. At the same time, Vietnam’s exports also increase by 28.84%,
equivalent
• to USD67.9 billion
• Investment increases by 9.2%
• TPP helps Vietnam’s GDP increase by 1-2%/year as a result of an increase in investment by 9.2%
• *
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TPP and AEC intersection
• *
• T
h
ai
la
n
d
• M
al
a
y
si
a
• B
r
u
n
ei
• C
a
n
a
d
a
• A
u
st
ra
li
a
• Ca
m
bo
dia
• I
n
d
o
n
es
ia
• M
y
a
n
m
ar
• P
er
u
• Phi
lipp
ines
• Ja
p
a
n
• L
a
o
s
• M
e
xi
c
o
• New
Zealan
d
• Si
ng
ap
or
e
• The United
States
• Vi
et
na
m
• C
hi
le
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Build an international brand
• *
• Na
min
g
pro
duc
ts
• Unif
orm
ser
vice
s
• Und
erst
an-
din
g
cus
tom
er
• Des
igni
ng
log
os
• I
P
r
i
g
h
t
!
!• Participating in
start-up fairs
(e.g. – Hatch
Fairs) or
actively
approaching
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Attract investors – Which types?
• Angel Investors: individuals with significant financial resources that
invests in start-up businesses. They may ask for a percentage of return on
their investment, ownership in the company, decision-making power, etc.
• Peer-To-Peer Lending: a type which is arranged via websites that bring
investors and small business owners together. Lenders bid on investing
in the business. The owner and the lender negotiate on the interest on
the investment, then the lender supplies funds.
• Venture Capitalists: funding organizations that typically get involved in
companies that have already shown a history of returns. They tend to
invest in risky start-up companies, ask for ownership and decision-
making power.
• Banks
• Personal investors: friends and family members
*
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Proof of potential success
• Investors want to invest in a profit-making business
• Investors need to understand market size and target customers of
the local business who are willing to buy its products or use its
services
• Show investors big numbers but be honest!
*
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Trust/ creditability
• Investors need to look for financial transparency and lawfulness in
the company’s operation. Investors do not want to involve in a
illegal business or deal with disputes during the course of operation
of the company.
• Investors expect frankness and straight-forwardness from their
partner. If you know that there is something wrong happening and
cannot deal with it, let the investors know. Not necessary at the
first meeting, but as soon as possible. And draw a plan to solve the
problem. Do not let investors find out themselves about the
problems. You will lose their trust.
*
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Information publication
• Investors want to know clearly about their partners
before making investment transparency and
availability of information are very important.
• However, it is not enough. Information should not
only be in Vietnamese, but foreign languages
(preferably in English). Financial statement, company
management structure, prospectus, etc. are among
documents that should be available in English.
• Investors would be very happy if they are kept updated
via phone, email or even monthly letters..
*
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Thoughtful and well-prepared business plan
• Investors need to know about a
business plan for future cooperation
• Through the plan investors will
understand the business model and
exit strategies. A win-win
cooperation is necessary for any
investment.
• Information about how much
investment capital investors need to
prepare, how it will be used, how
their benefits are maximized need to
be clear.*
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Thoughtful and well-prepared business plan
(cont.)
• Investors would like to see realistic and convincing
statements. Statements with statistics, case studies,
local partner’s own experience, etc. would be very
helpful.
• Know the local partner. Analyse who the local
partners are, what they want, how they are operating,
what their management structure is, any potential
growth, risk assessment, compliance issues, …
*
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Experienced team
• Investors need to see passion for the vision of the
company from their local partner’s team
• The local partner’s team must be flexible enough to
adjust to changes and refocus their plans if things do
not work out as planned
• The local partner’s team must show that they can
work together with the investors and open to learn
new things they need to know to succeed
*
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Setting up a company? Key considerations
• seeking partners/shareholders
• determination of corporate forms
• determination of funding (90 days)
• business registration procedures
• setting up of management apparatus
• coming into operations and relevant transactions
• restructuring/dissolving
• *
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Choose partners and determine corporate form
First step: Choose your friends wisely
1.Who can establish/contribute capital? The “negative approach” principle
2.Subjects are restricted/limited to contribute capital under the law on bankruptcy
and law on cadres and civil servants, etc.
Next step: What is corporate form?
1.Limited liability company including single-member LLC and two-member LLC;
2.Joint stock company;
3.Partnership;
4.Private enterprise;
What form of corporate should be chosen?
• *
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Selection of corporate forms
Key criteria:
•Limited vs. unlimited liability;
•Capability to increase rights in ownership and
capital transfer
•Easy to call any additional capital, i.e. listing
•Easy/complicated corporate management;
•Statutory requirements
• *
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Business conditions
• what are business conditions and why care?
• where are they provided?
• when are such business conditions satisfied?
• what are the legal consequences without meeting
business conditions?
• *
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Tax incentives
• Items • 2006 • 2016
• Inside
SEZ
• Outside
SEZ
• Tax
rates
• 28% • 10% for
first 15
years
• 20%
• CIT
Holiday
• 3 years • 04 years • 2 years
• *
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Conclusion
• Investors look out for opportunities that bring potential financial
growth
• Investors would like to invest in creditable, “clean”, transparent
and experienced business. Business involved in unlawful activities
once found out would lose investors’ trust.
• Dig out as much information as possible about the local partner
before engaging in any cooperation: how the business is operating,
what is the management structure, analysis on potential success, …
• Important: Choose a legal advisor for your project!
*
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DUANE MORRIS VIETNAM LLC
Thank you very much!
HANOI OFFICE HO CHI MINH CITY OFFICE
Pacific Place, Unit V1307/08, 13th Floor, Suite 1503/04, Saigon Tower
83B Ly Thuong Kiet, Hoan Kiem District 29 Le Duan Street, District 1
Hanoi, Vietnam Ho Chi Minh City, Vietnam
Tel.: +84 4 39462200 Tel.: +84 8 3824 0240
Fax: +84 4 3946 1311 Fax: +84 8 3824 0241
Contact email:
omassmann@duanemorris.com
*