Page 248 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

as shareholders with the combined shareholding percentage 2. Acceptance and Enforcement of Foreign

over 10 per cent of JSC’s registered capital. To conduct Final Rulings/Verdicts
a connected transaction or transactions between
connected persons, JSC must seek approval from its 2.1 Final Ruling of Foreign Arbitration Committees
applicable unit and shareholders or members having
vested interest in that transaction (whichever is the Article 424.1 of the Civil Procedure Code states that
case) shall have no voting right on the said transaction. a Vietnamese court shall consider accepting and
enforcing a foreign arbitration committee’s final ruling
1.2 Restrictions on Foreign Investments if it is passed in a country that has ratified the same
and relevant international conventions as Vietnam
Restrictions on foreign investments are stipulated in (such as New York Convention) or if the final ruling
(1) Vietnam’s obligations to the World Trade Organization, is passed by that country’s arbitration committee.
international conventions, and bilateral agreements to Also, a Vietnamese court may consider accepting and
which Vietnam has been a party; and (2) Vietnamese laws. enforcing a foreign arbitration committee based on
Vietnam’s obligations to the World Trade Organization a reciprocal basis even when Vietnam and the other
refer to stipulations of international conventions that govern country involved are not parties to the same convention.
foreign investments. According to these stipulations,
Vietnam agrees to allow foreign investors to access Under Article 459.2(b) of the Civil Procedure Code,
all key businesses in the service sector. There are a Vietnamese court shall not accept and enforce
restrictions on foreign investments in Vietnam, though, a foreign arbitration committee’s final ruling when finding
pursuant to applicable Vietnamese restrictions and laws that the acceptance and enforceability in Vietnam would
including the 2014 Enterprise Law, the 2014 Investment contravene “the fundamental principle of Vietnamese
Law, and other specific laws that control some business laws” (A Vietnamese court may decide to not accept
sectors. In Vietnam, restrictions on foreign investors are and enforce final rulings of foreign arbitration
mainly in the form of some bans on foreign investments, committees on other grounds too).
prescribed forms of investments, scope of investing
activities, foreign shareholding restrictions, requirements Article 6 of the Law on Commercial Arbitration
for joint ventures with Vietnamese operators, and mandatory No. 54/2010/QH12 (passed by the National Assembly of
licenses for foreign investors and other requirements. Vietnam on 17 June 2010) stipulates that, “When parties
in the dispute had agreed earlier that if any dispute
1.3 Investment Protection arose, they would settle it through arbitration process
but one of the parties brought the dispute to a court,
The 2014 Investment Law has general investment that court must reject it except in events that the
protection provisions. Under the law, there shall be said agreement on arbitration is considered invalid
no transfer of the ownership of a business to the state. or unenforceable”. A Vietnamese court may invoke
In addition, the law protects the transfer of assets out of this article in denying its jurisdiction over a dispute
Vietnam and prescribes state support for infrastructure. when parties in the dispute earlier agreed to settle
Foreign investors may also choose how to settle any of their dispute through arbitration process.
a dispute between them and the government over
their investments in Vietnam-taking the case to the 2.2 Verdicts/Rulings of Foreign Courts
Vietnamese arbitration committee or a Vietnamese
court-for the purpose of ending the dispute and Article 423.1 of the Civil Procedure Code states
protecting their legitimate interests (except when stated a Vietnamese court shall consider accepting and enforcing
otherwise by applicable agreements or international a foreign court’s verdict if (1) it is passed in a country
conventions to which Vietnam has been a party). that has ratified the same and relevant international
conventions as Vietnam or if the final ruling is passed by
that country’s court; or (2) if Vietnamese laws allow
the acceptance and enforceability of that verdict; or
(3) if it is based on a reciprocal basis even when Vietnam

248 Annual Report 2021 (Form 56-1 One-Report)