Executive Summary

Vietnam continues to attract strategic manufacturing investment from Chinese industrial groups seeking to strengthen regional supply chains and expand international production capacity. Rather than developing new factories from the ground up, many investors are now pursuing acquisitions of existing manufacturing businesses to accelerate market entry.

In one recent cross-border transaction, ECOVIS China and ECOVIS Vietnam advised a Chinese industrial investor on the acquisition of a photonics manufacturing company operating in Dong Nai Province, one of Vietnam’s major industrial hubs. The engagement involved legal due diligence, investment structuring, transaction support and post-closing implementation.

Client identities, transaction values and commercially sensitive information have been anonymised in accordance with professional confidentiality obligations.

By Attorney Vu Manh Quynh
Managing Partner, ECOVIS Vietnam Law
Last reviewed: 11 July 2026

Project Snapshot

Why Chinese Manufacturers Are Acquiring Existing Factories in Vietnam

Vietnam has become one of the most attractive destinations for Chinese manufacturers seeking to diversify production, strengthen export capabilities and improve supply chain resilience.

While greenfield investment remains common, acquisitions of operating factories have become increasingly attractive because they may provide:

• existing production facilities;
• experienced local workforce;
• established supplier networks;
• operational licences;
• customer relationships;
• shorter time-to-market.

For specialised sectors such as photonics and precision electronics, acquiring an established manufacturing business may also provide immediate access to technical know-how and certified production systems.

The Business Challenge

The investor, a Chinese industrial group specialising in high-technology manufacturing, identified an opportunity to acquire an operational photonics manufacturing facility located in Dong Nai Province.

Although the commercial rationale was straightforward, the transaction required careful evaluation of multiple legal and regulatory issues before any acquisition could proceed. These included:

• ownership structure;
• investment licensing;
• corporate governance;
• manufacturing permits;
• land and factory documentation;
• employment obligations;
• commercial contracts;
• environmental compliance;
• intellectual property;
• post-acquisition regulatory procedures.

The project therefore required close coordination between advisers in China and Vietnam throughout the transaction lifecycle.

Cross-Border Collaboration Between China and Vietnam

ECOVIS China

ECOVIS China acted as the primary adviser to the investor by:

• coordinating with headquarters;
• understanding commercial objectives;
• supporting acquisition strategy;
• facilitating communication between transaction stakeholders;
• coordinating the overall project timetable.

The China team ensured that the investor’s commercial objectives remained aligned with the practical realities of executing an acquisition in Vietnam.

ECOVIS Vietnam Law

ECOVIS Vietnam Law was responsible for the Vietnamese legal workstream, including:

• legal due diligence;
• review of corporate records;
• investment licensing analysis;
• assessment of regulatory compliance;
• labour law review;
• review of commercial agreements;
• transaction support;
• post-closing implementation planning.

Throughout the engagement, both ECOVIS firms maintained continuous communication to ensure that legal advice supported commercial decision-making.

Legal Due Diligence Beyond Financial Performance

Financial due diligence is only one aspect of evaluating a manufacturing acquisition. Legal due diligence provides investors with a broader understanding of operational risks that may affect valuation, negotiations and post-closing integration.

Typical areas of review included:

Corporate Governance

• historical corporate records;
• shareholder resolutions;
• board approvals;
• legal representative appointments;
• compliance with corporate governance requirements.

Investment Compliance

• Investment Registration Certificate (IRC);
• Enterprise Registration Certificate (ERC);
• licensed investment activities;
• historical licence amendments;
• regulatory reporting obligations.

Manufacturing Operations

• operational licences;
• factory compliance;
• environmental approvals;
• manufacturing permits where applicable.

Employment

• labour contracts;
• internal labour regulations;
• social insurance compliance;
• employment liabilities;
• management employment arrangements.

Commercial Contracts

• customer agreements;
• supplier contracts;
• technology licensing;
• confidentiality obligations;
• change-of-control provisions.

Why Manufacturing M&A Requires Local Legal Expertise

Acquiring a manufacturing business means acquiring its legal history as well as its physical assets. Without careful legal review, investors may inherit:

• historical compliance issues;
• contractual liabilities;
• employment disputes;
• regulatory deficiencies;
• governance weaknesses;
• licensing irregularities.

Identifying these issues before completion enables investors to negotiate appropriate protections and develop realistic integration plans.

Practical Lessons for Chinese Investors

1. Use Legal Due Diligence as a Commercial Tool

Legal due diligence should support investment decisions rather than simply identify legal risks.

2. Evaluate Regulatory Compliance Early

Investment approvals, manufacturing licences and corporate compliance should be assessed before commercial negotiations are finalised.

3. Coordinate Cross-Border Advisers

Successful acquisitions require seamless cooperation between headquarters advisers and local legal counsel.

4. Plan Post-Closing Implementation Before Completion

Corporate governance updates, licence amendments and management changes should already be mapped before closing.

5. Protect Business Continuity

A successful acquisition depends not only on completing the transaction but also on ensuring uninterrupted manufacturing operations, customer confidence and workforce stability.

How ECOVIS Vietnam Law Supports Manufacturing Acquisitions

ECOVIS Vietnam Law advises international investors throughout every stage of manufacturing acquisitions in Vietnam, including:

• legal due diligence;
• acquisition structuring;
• foreign investment approvals;
• manufacturing compliance;
• corporate governance;
• post-merger integration;
• employment and workforce transition;
• commercial contract review;
• ongoing regulatory compliance.

Working closely with ECOVIS member firms worldwide, we support multinational manufacturers executing complex cross-border investments in Vietnam.

About ECOVIS Vietnam Law

ECOVIS Vietnam Law is the legal practice of ECOVIS International in Vietnam, providing integrated legal advisory to multinational corporations, industrial manufacturers and international investors. Our team regularly assists clients with foreign direct investment, mergers and acquisitions, corporate governance, manufacturing compliance and cross-border transactions across Vietnam.

Frequently Asked Questions

Can foreign investors acquire an existing manufacturing company in Vietnam?

Yes. Depending on the business sector and ownership structure, foreign investors may acquire existing Vietnamese or foreign-invested companies, subject to applicable investment regulations and approval requirements.

Why is legal due diligence important before an acquisition?

Legal due diligence identifies regulatory, contractual, employment and governance risks that may affect valuation, transaction structure or post-closing integration.

Will investment approvals be required after a share acquisition?

Certain acquisitions involving foreign investors may require regulatory procedures under Vietnam’s investment laws before or after completion, depending on the specific transaction structure.

Why is local legal advice important for manufacturing acquisitions?

Manufacturing businesses are subject to multiple regulatory frameworks, including investment, labour, environmental, tax and industry-specific requirements that require local legal analysis.

How can ECOVIS Vietnam Law support Chinese investors?

ECOVIS Vietnam Law provides legal due diligence, acquisition structuring, investment licensing, corporate governance, post-merger integration and ongoing compliance support while coordinating closely with ECOVIS member firms across China and other jurisdictions.

Related Services

• Vietnam Manufacturing M&A
• Legal Due Diligence
• Foreign Investment Licensing
• Corporate Governance Advisory
• Post-Merger Integration
• Labour & Employment Advisory
• Manufacturing Compliance Review
• Commercial Contract Advisory

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• Legal Due Diligence in Vietnam: Key Issues for Foreign Investors
• Acquiring Manufacturing Companies in Vietnam: Legal and Regulatory Considerations

Disclaimer

This article is based on practical cross-border advisory experience. Client identities, transaction values and commercially sensitive information have been anonymised or modified to preserve confidentiality. The content is provided for general informational purposes only and should not be regarded as legal, tax or investment advice.