Privileged & Confidential

Attorney Work Product – External Counsel

MEMORANDUM

To: APL Logistics

From: APLL Legal Department

Date: July 2023

Re: Guidelines for Searches and Interviews of the Competent Authority (Vietnam)

This memorandum provides general guidelines for employees if the National Competition
Commission (“NCC”) and/ or other competent authorities of Vietnam (ministerial inspectorates of
Ministry of Industry and Trade, criminal investigating bodies of the People’s Public Security and the
Supreme People’s Procurator Office) (together referred to as the “Competent Authority”) conducts
unannounced (i) searches for company and individual materials or (ii) interviews of company
employees as part of an antitrust investigation.

In addition to following these guidelines, if the Competent Authority contacts you, please contact
company counsel immediately:

- Stephen Walton, General Counsel and Director of Compliance – Greater Asia,

[email protected], +65 97890340
- Cai Peiguan, Regional Counsel, [email protected], +65 96870866
- External Counsel:
• Tran Quang Huy, AMT (outside counsel – Ho Chi Minh), tran.quanghuy@amt-
law.com, at 028-3822-0724 / +84-90-985-4887 (m)

A. Guidelines for the Competent Authority’s Searches

The Competent Authority has a number of methods for collecting materials as part of their
investigations, including searches of company offices or individual homes. The Competent Authority
conducts a dawn raid for the company offices who are suspected to engage in illegal conduct. The
following are basic “do’s and don’ts” for employees when the Competent Authority employs these
methods of collecting materials.

1. Office Search as an administrative investigation or a criminal investigation

- The Competent Authority’s Arrival: If the Competent Authority officers arrive with a
search warrant, you should politely and humbly verify the officers’ identities (such as get
their official cards etc), review the warrant and let the officers enter. You should
immediately notify the company’s legal representative (normally the CEO, Chairman, or
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President) and company counsel above and ask the officers to wait until they arrive. If the
officers insist on conducting the search prior to their arrival, you should let the officers
proceed because the Competent Authority would not be obliged to wait for the company’s
legal representative and company counsel. However, you should request (i) one witness
from a representative of local authority (normally, Chairman/Deputy Chairman of Ward-
Level People’s Committee, Head/Deputy Head of Ward-Level Police Division, Police
Officer, Standing Militia) and (ii) two other individuals from an uninterested party (e.g.,
staff of a neighboring company) to ensure independence and objectivity of the Competent
Authority’s dawn raid investigation. It is also noteworthy that the officers will usually
demand to talk to the company’s legal representative in the first place.

- Comply With Search Requests: You should not remove, destroy, or alter any documents
or materials. The government can prosecute attempts to obstruct the search; thus, all
employees should cooperate with the officers’ requests. The officers can gather any
material – paper and electronic documents, files, equipment (e.g., computers) that they find
relevant. Please ask that all your employees remain calm, that they do not temper with any
document or materials, and that they do not to communicate outside the company and do
not leak the Competent Authority’s dawn raid (e.g. by posting SNS).

- Monitor the Search: The company should deploy the company’s legal representative
and/or company counsel to observe the Competent Authority officers at all times and take
detailed notes of the search (e.g., locations and files searched, etc.). They should request a
formal receipt list of the items seized.

o Under an administrative investigation, the company may be allowed to make copies

of almost all the seized original documents and especially those “vital for the on-
going business”, unless such copying could cause critical damage to the process of
the investigation. The company should always request for permission to make
copies on the day of the investigation. However, it is at the Competent Authority’s
sole discretion to decide when and where the company may copy such seized
documents. The Competent Authority may refuse to permit copying onsite on the
day of the investigation and will permit the company to make copies later at the
NCC.

o Under a criminal investigation, neither the competition rules nor other relevant
rules clearly stipulates any rights of a company to copy seized original documents
during the onsite inspection.

- Conversations with Officers: The officers may perform on-site interviews where only the
interviewer and interviewee are present. The officer may also request employees out of
the office to return back for questioning. In such case, the officers may request the
company to try to reach the employee by mobile phone. If the out of office employee is
unreachable, the officer may schedule another time for the interview with the employee.
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o Subject to the Competent Authority’s sole discretion, the company counsel or an

external lawyer may not be allowed to be present.

o In principle, any questions during the investigation should be limited to the scope
of the investigation. However, in practice, it is the Competent Authority’s sole
discretion to determine what is within the scope for questioning. Therefore, it is
generally difficult to interfere with the Competent Authority’s questioning on the
ground that the subject matter is remote or unrelated to the underlying offence in
the case.

o It is important to record exactly what the officers say during the onsite investigation,
and the company’s responses to the officers. The officers may take notes and the
company should also record any differences of opinion in particular and prepare
notes during the course of the investigation.

- Scope of the Investigation: For administrative investigation, the officers are permitted to
search areas or seize property which, at the Competent Authority’s sole discretion, may be
relevant to the scope of the investigation described in the warrant only. If the officers
appear to exceed the scope of the investigation as described in the warrant, detailed notes
should be taken of the activity and the company should ensure that such excess must be
clearly stated in the “Record of the Inspection” as mentioned below; but employees should
not attempt to stop the officers’ conduct. If the officers appear to exceed the scope, counsel
should be advised immediately to assess whether to further raise the issue. Meanwhile, for
criminal investigation, the warrant tends to not specify the scope of investigation, so the
Competent Authority may take necessary actions as their wish.

o In practice, whether certain materials fall within the scope of the investigation will
initially be determined by the Competent Authority. The Competent Authority will
seize almost every type of document that may have some possible relevance,
including documents which may ultimately not be relevant under the scope of the
investigation. the Competent Authority will seize the document, investigate it and
confirm whether the document is in fact relevant or not to the scope of the
investigation.

- Privileged Materials: Please note that there is no concept of privilege in Vietnam, and the
Competent Authority may seize documents, including documents that may be considered
privileged in other jurisdictions.

– Record of Inspection: The officers shall, when having carried out the investigation, prepare
a record of inspection and prepare the minutes to record the content of the inspection. The
record/ minutes shall include the title of the case, the purpose, date, time and place and the
name and occupation of the persons who were present at the investigation, a summary list
of seized documents and the contents of the interviews / conversations during the
investigation and the company’s opinion, if any. The company should carefully check the
information before signing the record/ minutes.
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- Debrief: After the search or interview, employees should be available to discuss the search
or interview with company counsel (e.g., what was searched, discussed and witnessed).

2. Note Regarding “Water Cooler” Conversations

- You should resist the temptation to discuss developments in government investigations

with colleagues, customers or competitors, especially if you have been interviewed by the
Competent Authority. You should advise others to speak to company counsel if they have
questions. Such discussions, especially with competitors, only enhance the suspicions of
investigators and can constitute obstruction of justice if the parties try to develop consistent
stories or remind each other of specific facts.

B. Guidelines for the Competent Authority’s Interviews

In case the Competent Authority is authorized to conduct an investigation, it is also authorized to

interview and ask questions during the on-site investigation. However, “drop-in” interviews on
employees in unexpected locations (e.g., airports, hotels, stores) may occur within Vietnam. Below
are guidelines for employees if they are approached by the Competent Authority for an interview.

1. Confirm Voluntary: You should confirm with the officers if they are requesting a voluntary
interview. In case it is possible, you should try your best to politely request to have counsel,
however, subject to the Competent Authority’s sole discretion, a company counsel or an
external lawyer may not allowed to be present.

2. Answering Questions:

- You should keep your answers/explanations short, factual and accurate.

- You should only state what you know (i.e. should not guess or speculate). If you are not
certain, you should answer the question to the best of your knowledge but explain that you
do not know the complete answer to the question.

- You should not volunteer additional information or views. Your answer/explanation

should address the specific question raised. If you do not understand the question, request
clarification.

3. Keeping Records: Please take notes of the questions, responses, and comments provided
during the interview with the officer. The issues raised by the officer during the interview will
be useful information to help the company with the investigation.

4. Inform Company Counsel: Please inform company counsel as soon as possible. Please note
that any discussion you might have with company counsel about the interview will greatly help
the company to protect its own interest.
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