Foreign investment in Vietnam continues to be encouraging. The latest figures reported by the Foreign Investment Agency for 2023 note that nearly USD 5.45 billion in newly registered capital, adjusted and contributed capital for purchasing shares, and capital contributions from foreign investors was recorded from January 1 to March 20, with realized capital from foreign investment projects estimated to exceed USD 4.3 billion. These statistics highlight the increasing attractiveness of Vietnam as an investment destination and reflect its robust economic growth. Sectors such as technology, media and telecommunications are expected to experience increased deal-making due to rapid digitalization. The automotive and industrial manufacturing sectors are likely to see divestments related to sustainability. Since 2015, Vietnam has implemented various measures to strengthen its legal framework and enhance the efficiency of market governance. This has resulted in improved government management in taxation, investment, competition and e-commerce. Tax loopholes on indirect transfers have been closed, stronger rules on investment and competition are leveling the playing field, and clear frameworks for e-commerce have been established. Key Legal Issues Business activities are categorized according to the Vietnam Standard Industrial Classification. These classifications determine the necessary licenses, permits and regulations for operating businesses, as well as guidelines for foreign investors looking to invest in specific sectors. Foreign investment restrictions, which are based on business activities, include limitations on foreign ownership, and conditions imposed on foreign investors such as shareholding or operations requirements. These restrictions are governed by both international treaties that Vietnam has signed and domestic laws. Some examples of foreign investment restrictions include the following: Foreign investors can only own up to 99.99% of the capital of an advertising business; Foreign-invested enterprises may only purchase buildings for their own use and cannot sublease them to others; Foreign owners of 100% foreign-owned banks must have

M&A transactions for private and public limited companies in Thailand can be achieved in many ways, including acquiring shares from existing shareholders of a limited company, subscribing to new shares issued by a limited company, an amalgamation of limited companies, acquiring all or part of the assets or business of a limited company, and a merger of private limited companies. The Civil and Commercial Code is the key legislation governing private limited companies, while public limited companies are mainly governed by the Public Limited Company Act of 1992, as amended, unless listed on the Stock Exchange of Thailand (SET), in which case the Securities and Exchange Act of 1992, the Securities and Exchange Commission (SEC) Rules, the Capital Market Supervisory Board (CMSB) Rules, and the SET Rules also apply. The legal framework for most M&A transactions concerning Thai limited companies is also provided in both the code and the Public Limited Company Act. New Type of Combination On 7 February 2023, the Act Amending the Civil and Commercial Code came into effect, introducing a new merger scheme as another approach to business combination for private limited companies. A merger under the amended Civil and Commercial Code is a merger of two or more companies, resulting in either a new company with all merged juristic entities ceasing to exist or one of the companies continuing to exist with the other companies ceasing to exist as juristic entities. The merger replaces the “amalgamation” in the previous version of the code, which merely prescribed a legal framework and identified the implications of mergers but did not specify a concrete legal framework for the acquisition of assets or businesses. Arguably, the first type of merger described above is the same as an amalgamation under the previous version of the code, while the end

Myanmar’s Ministry of Commerce (MOC) issued three notifications related to e-commerce on July 21, 2023, classifying online retail businesses as essential services, requiring them to register with the relevant authorities, and setting the criteria for their registration. Under Notification No. 49/2023 the MOC authorized the Department of Trade (DOT) to issue notifications, orders, and directives relating to online retail businesses. This was followed by Notification No. 50/2023, which classifies online retail businesses as essential services under the Essential Supplies and Services Law and requires them to register with the DOT within six months of the issuance of the notification (i.e., by January 21, 2024). Failure to register within the specified period will be punishable by imprisonment for six months to three years and a fine of up to MMK 500,000 (approx. USD 238). Finally, under Notification No. 51/2023, the MOC set out the criteria and requirements for the registration of online retail businesses by entities, business institutions, and individuals, as well as the duties and liabilities of sellers and consumers. Pursuant to this notification, registration should be completed via the DOT’s online system, fees must be paid digitally, and electronic registration certificates will be issued. Certificates are initially valid for two years, and can be renewed. The MOC will provide information at a later time on the prescribed forms, certificate format, registration and online fees, and online registration portal. In applying for registration, an entity or business institution established under the Myanmar Companies Law, Special Company Act, Co-operative Society Law, or any other existing Myanmar laws must have a website with its own domain name or an online channel with an exact address that is used for online sales and a registered business address within Myanmar. Individual applicants must be at least 18 years old, reside in Myanmar, and

Vietnam’s Law on the Protection of Consumer Rights (“Consumer Protection Law” or “CPL”) was passed in 2010 and has been effective since July 1, 2011, providing a legal framework for protecting the rights of consumers in Vietnam. Over the past 12 years of implementation and application, however, the CPL has revealed its shortcomings and limitations. For example, there are issues related to inconsistency between the CPL and other laws such as the Civil Code, Law on Competition, Enterprise Law, and Cybersecurity Law. The current CPL also has not kept pace with modern consumption practices, especially the rapid changes and emerging trends in e-commerce, cross-border transactions, and services via digital platforms. The government of Vietnam has therefore entrusted the Ministry of Industry and Trade (MOIT) to take the lead in drafting a new amended CPL to replace the old one, to improve the policies and legislation on consumer protection, and protect the vulnerabilities of consumers in transactions with businesses. During the 5th session of the National Assembly at the end of May 2023, the National Assembly discussed and reviewed the latest draft of the CPL (“Draft CPL”), which is expected to be approved on June 21, 2023. The following are some key contents of the Draft CPL: 1. Revised Subjects of Application Unlike the current CPL, which applies only to consumers; traders of goods and services; and agencies, organizations and individuals involved in consumer protection activities within the territory of Vietnam, the Draft CPL adds “the Vietnamese Fatherland Front, socio-political organizations and social organizations participating in protecting consumers’ interests” as new subjects of its application, and clarifies that “agencies, organizations, and individuals” include both domestic and offshore agencies, organizations, and individuals involved in activities of consumer rights protection. The Draft CPL also removes “within the territory of Vietnam” from the