[MHM: Please note that foreign exch

[MHM: Please note that foreign exchange control regulations of Vietnam prohibit the listing price, denomination of contractual price, payment in a foreign currency (except for the limited exception cases). The Rent and Maintenance Fee under this agreement must be denominated in VND and paid in VND. Any reference and adjustment of the Rent and Maintenance Fee based on an exchange rate USD/VND is not allowed. We however understand that as a matter of practice some lessors still insist on the denomination of leasing fees in USD. This is a legal risk that Nomura Trading should challenge and seek a guarantee from Lessor to protect Lessee from any penalty of breach of foreign exchange regulations if Nomura Trading accepts this commercial term.] [MHM TO VILAF: What would be the actual risks for Nomura trading on this point? Would Nomura (not only Lessor) be subject to any sanction? Actually, it seems that Nomura already agreed with the Lessor that the actual rent is USD 3.25/m2 and the actual maintenance fee is USD 0.45/m2 , both in US, and they would like to convert it into VND when the Lessor actually issue the invoice at the then applicable exchange rate.]

[VILAF: According to Articles 3.3(b) and 24.6(c) of Decree 96 of the Government dated 17 October 2014 on the administrative sanction in monetary and banking areas, denomination of the lease agreement in US$ may be subject to an administrative fine of up to VND 500 million. In practice, as a real estate company with frequent activities on real estate business, the Lessor is more exposed to the risk of administrative fine due to having a real estate lease agreement denominated in foreign currency. However, there remains a theoretical risk that as a party involving in the violated transaction, Nomura may also be subject to the administrative transaction because (1) the administrative sanction under Decree 96 is stated to be applicable to the violated acts without indicating any specific violator, and (2) according to Article 3 of the Law on Handling Administrative Violations dated 20 June 2012, if many persons commit the same act of administrative violation, each of the violators shall be sanctioned. There have been two court cases involving contract denominated in US$ and paid in VND. In these cases, the courts did not invalidate the whole contract but only converted the contract price from US$ to VND using different exchange rate. Please see a blog post about this issue at http://vietnam-business-law.info/blog/2015/6/17/validity-of-a-contract-denominated-in-us-and-settled-in-vnd . Court precedents are not binding in Vietnam but these cases can provide some limited indication as to how the courts will decide in the future.]

Kết quả (Anh) 2:

[MHM: Please note mà foreign exchange control of Vietnam Regulations Prohibit the listing price, denomination of contractual price, payment in a foreign currency (except for the limited exception cases). The Rent and Maintenance Fee under this agreement Phải denominated and paid print VND VND print. Any reference and adjustment of the Rent and Maintenance Fee based on an exchange rate of USD / VND is not allowed. We Tuy nhiên as a matter of hiểu mà lessors still practice some Insist on the denomination of USD printed leasing fees. This is a legal risk Nomura Trading mà shouldnt challenge and seek a guarantee At Lessee from Lessor to protect from any foreign exchange penalty of Breach of Regulations if Nomura Trading accepts this term commercial.] [MHM TO VILAF: What would be the actual Risks for Nomura trading on this point? Would Nomura (not only Lessor) be subject to any sanction? Actually, it seems? Mà Nomura already Agreed with the Lessor rằng actual rent is USD 3:25 / m2 and the actual maintenance fee is USD 0:45 / m2, cả in US, and chúng muốn convert it Into VND khi Lessor Actually the issue invoice at the then applicable exchange rate.] [VILAF: ACCORDING TO Articles 3.3 (b) and 24.6 (c) of Decree 96 of the Government dated 17 October 2014 on the administrative sanction Monetary and banking areas to print, print denomination of the lease agreement US $ lẽ subject to an administrative fine of up to VND 500 million. In practice, as a real estate company with frequent Activities on real estate business, the Lessor is more exposed to the risk of administrative fine to having a real estate vì lease agreement denominated foreign currency printed. Tuy nhiên, there Remains a theoretical risk as a party involving mà violated in the transaction, Nomura unfortunately be subject to the administrative cũng vì transaction (1) the administrative sanction under Decree 96 is Stated to be applicable to the Acts violated without any specific ngụ violator , and (2) Article 3 of the theo Law on Handling Administrative Violations dated 20 June 2012, if many persons commit the same act of administrative violation, each of the violators shall only be sanctioned. There được court Cases involving two contract denominated in US $ and paid print VND. In These Cases, the Courts did not invalidate the whole contract but only the contract price converted from US $ to VND using exchange rate khác. Please see a blog post about this issue at . Court precedents are not binding in Vietnam but những Cases can cung some indication as to how limited the Courts will decide in the future.]