1. Transaction Perimeter & Manufacturing Assets

• Asset Location: Lot A-04 & Lot A-04-bis, Dai Dong - Hoan Son Industrial Zone, Tien Du District, Bac Ninh Province, Vietnam.
• Total Land Subleased: 25,000 sqm (Initial Lot A-04: 20,000 sqm; Expansion Lot A-04-bis: 5,000 sqm).
• Reported Financial Baseline (Subject to Financial Diligence):
  • Consolidated Reported LTM Revenue: USD 24,000,000 | Consolidated Reported LTM EBITDA: USD 4,800,000.
  • Reported Workshop 1 Contribution: USD 3,600,000 (75.0% of reported EBITDA, subject to independent financial verification).
  • Reported Workshop 2 Contribution: USD 1,200,000 (25.0% of reported EBITDA, subject to revenue attribution and authorization review).

2. Data Room Physical & Regulatory Inventory

A. Corporate & Land Tenure

• DOC-01 & DOC-02: Enterprise Registration Certificate (ERC) and Investment Registration Certificate (IRC) referenced under the Law on Investment.
• DOC-03 & DOC-04: Land Sublease Agreement (20,000 sqm) and Industrial Zone Infrastructure Fee / Land Rental Payment Receipts.
• DOC-10 & DOC-12: Industrial Zone In-Principle Land Agreement and Sublease Addendum for Expansion Lot (5,000 sqm).

B. Construction & Environmental Permitting

• DOC-05 & DOC-06: Construction Permit and Building Completion Record (Hoàn công) for Workshop 1.
• DOC-09: Provincial environmental transition records and guidelines under applicable environmental protection frameworks. The legal basis, project environmental categorization, and completeness of operational approvals covering the current site configuration remain subject to verification.
• DOC-18 & DOC-19: Centralized Wastewater Treatment Connection Agreement and Third-Party Environmental Monitoring Logs.

C. Fire Safety (PCCC) & Ancillary Records

• DOC-13: Formal PCCC Acceptance Certificate (Văn bản nghiệm thu PCCC, 2020) for Workshop 1.
• DOC-14: PCCC Design Approval Certificate (Giấy chứng nhận thẩm duyệt thiết kế PCCC) for Workshop 2.
• DOC-15 [CRITICAL EVIDENTIARY GAP]: Formal PCCC Acceptance Certificate (Văn bản nghiệm thu PCCC) covering Workshop 2 is UNPROVIDED IN DATA ROOM. Commercial production at Workshop 2 is reported by target management to have commenced in Q1 2026 under internal commissioning protocols; this operational statement remains unverified by third-party completion records or statutory acceptance in the data room.
• DOC-17: Engineering technical note detailing an interior modification in Workshop 1 (1,200 sqm mezzanine not reflected in supplied as-built drawings).
• DOC-20 & DOC-21: Labour Inspection Minute and State Treasury Receipt confirming administrative fine payment.
• DOC-23: Preliminary Smoke-Extraction Ducting Quotation: Third-party EPC estimate of USD 145,000 for smoke-extraction ducting works only. The quotation is an indicative work-scope benchmark, not a complete remediation budget or a quantified liability, escrow, or indemnity amount.

1. Evidentiary Determination Matrix

Area	Evidentiary Fact	Identified Uncertainty	P4-A Status
Workshop 1 (Core Operations)	Supplied Land Sublease (DOC-03), Building Completion (DOC-06), and 2020 PCCC Acceptance (DOC-13).	The 1,200 sqm mezzanine modification described in DOC-17 is not reflected in the as-built drawings provided. The continuing applicability of the existing approvals to the modified configuration, including any structural and fire-safety implications, remains unresolved. This status does not independently validate EBITDA or establish overall regulatory compliance.	DOCUMENTS VERIFIED, SUBJECT TO SCOPE LIMITATIONS* USD 3.60M REPORTED EBITDA
Workshop 2 (Expansion Wing)	PCCC Design approval on file (DOC-14); final PCCC Acceptance Certificate (DOC-15) has not been provided.	The available evidence does not establish whether the relevant acceptance was obtained, whether alternative or transitional provisions under Decree 105/2025/ND-CP (as amended by Decree 347/2026/ND-CP) apply, or whether the current operating configuration satisfies applicable requirements. This gap does not by itself establish unlawful operation.	MISSING EVIDENCE / REGULATORY STATUS UNRESOLVED CONDITIONAL
Licensed Capacity (IRC vs Customs)	IRC registered production capacity ceiling (DOC-02) vs customs export declaration volume records (DOC-07).	Apparent numerical variance between customs export volumes and licensed IRC capacity requires reconciliation on a common unit, time period, product mix, and inventory/yield basis before determining regulatory significance. No statutory violation is presumed at this stage.	WORKING INQUIRY RECONCILIATION
Remediation Reference (Vendor Estimate)	Third-party preliminary engineering vendor quotation of USD 145,000 (DOC-23).	Scope is strictly confined to smoke extraction ducting works. Physical modifications, structural reinforcement, operational downtime, or total transaction exposure remain unquantified.	INDICATIVE WORK-SCOPE BENCHMARK USD 145,000

*Documentary inventory presence and internal consistency check on tested inputs only; reflects recorded status of listed records against defined schema criteria and does not constitute an independent legal validation of physical structures, operational legality, or reported financial figures.

2. Four Priority Pre-Binding Requests for Information (RFI)

• RFI-01 (Workshop 1 Mezzanine Modification File): Request the complete technical modification dossier and updated as-built drawings for the 1,200 sqm mezzanine structure (DOC-17), municipal notifications, and any applicable fire safety filings. Vietnamese legal counsel should evaluate whether the modification requires an amended PCCC design approval or supplemental acceptance inspection, rather than presuming the automatic validity of the original 2020 certificate (DOC-13).
• RFI-02 (Workshop 2 Fire Safety Acceptance Documentation & Chronology): Request a certified copy of the final PCCC acceptance documentation for Workshop 2, together with any relevant construction completion records, commissioning logs, or correspondence with the Bac Ninh fire police. Vietnamese legal counsel should evaluate the statutory chronology, including the rules in effect at the reported Q1 2026 commissioning date under Decree 105/2025/ND-CP, applicable transitional provisions, and subsequent amendments under Decree 347/2026/ND-CP.
• RFI-03 (Quantitative IRC Capacity Reconciliation): Request a quantitative reconciliation comparing customs export declarations with the registered annual capacity and project scope stated in the IRC (DOC-02). The reconciliation must establish a common measurement unit, define the relevant accounting periods, account for work-in-progress/finished goods inventory, and incorporate production yields. Determine with local counsel whether an IRC amendment is legally required.
• RFI-04 (Environmental Classification, Applicable Regime & Operating Approvals): Request the available environmental classification, appraisal, approval, registration, and licensing records applicable to the project, including the current Environmental Licence (Giấy phép môi trường) or equivalent documentation where required (DOC-09). Vietnamese legal counsel should determine the applicable requirements and any transitional provisions under the Law on Environmental Protection 2020, and verify whether the documented environmental scope covers both workshops and their current operational configuration.

1. Transaction Structural Options for Deal Team

Structuring Option	Underwriting Mechanics & Risk Allocation
1. Condition Precedent (Subject to Legal Feasibility)	The parties may consider a condition precedent requiring the Seller to provide evidence satisfactory to the Buyer and its Vietnamese legal counsel that Workshop 2 satisfies the fire-safety acceptance and operating requirements applicable to its actual configuration. DOC-15 should be delivered if the competent legal assessment confirms that the certificate is required. If the existing record is insufficient, the parties should establish the applicable regulatory route, any necessary remedial measures, and a feasible completion timetable before agreeing the final condition.
2. Specific Indemnity & Escrow Holdback	A dedicated indemnity and escrow holdback may be considered after technical and legal scoping. DOC-23 provides an indicative work-scope benchmark for smoke extraction ducting works only; structural modifications, operational disruption, and total rectification exposure remain unquantified. Any valuation adjustment, escrow, specific indemnity, or contingent consideration should be assessed against the same evidenced exposure and structured to avoid double counting.
3. Valuation Adjustment (Conditional Earn-Out)	Retain the USD 4.80M consolidated LTM EBITDA as the reported financial baseline, subject to financial diligence. Assess any adjustment to the Workshop 2 contribution (reported USD 1.20M) only after reviewing applicable approvals, direct and shared costs, actual operating configuration, and service-to-revenue mapping. Any exclusion or adjustment should be limited to the evidenced economic exposure and should not be inferred solely from missing documentation, with any contingent consideration coordinated with other contractual protections to avoid double recovery for the same evidenced exposure.

2. Explicit Engine Scope & Vietnamese Legal Counsel Remit

A. Schema Boundary (P4-A Engine)

• The P4-A Engine evaluates documents against rule-based evidentiary criteria. The DOCUMENTS VERIFIED, SUBJECT TO SCOPE LIMITATIONS* status on Workshop 1 demonstrates internal consistency on tested inputs; it does not guarantee structural or building compliance regarding the unreflected mezzanine.
• Logical classifications isolate evidentiary exposures for commercial negotiations; they do not assess commercial viability, customer concentration, or business margin sustainability.

B. Vietnamese Legal Counsel Exclusive Remit

• Definitive legal determination of competent licensing authorities and fire safety acceptance procedures under Decree 105/2025/ND-CP and Decree 347/2026/ND-CP in Bac Ninh Province.
• Legal review of provincial environmental inspection practices, EIA/environmental license transition, and wastewater connection legality under the Law on Environmental Protection 2020.
• Drafting of transaction agreements (SPA), representations & warranties, conditions precedent, and specific indemnities under Vietnamese law.