(English – Tiếng Anh)

DECREE 155/2020/ND-CP

December 31, 2020

On detailing and guiding the implementation of a number of articles of the Law on Securities

Pursuant to the Law on Organization of the Government dated June 19, 2015 and the Law Amending and Supplementing a Number of Articles of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to the Law on Investment dated June 17, 2020;

Pursuant to the Law on Securities dated November 26, 2019;

At the proposal of the Minister of Finance;

The Government hereby promulgates the Decree on detailing and guiding the implementation of a number of articles of the Law on Securities.

Chapter I. SPECIFIC PROVISIONS

Article 1. Scope of regulation

1. This Decree details Clause 2 Article 7, Clause 2 Article 11, Clause 2 Article 14, Point g Clause 3 Article 15, Clause 6 Article 15, Clause 6 Article 31, Clause 3 Article 35, Clause 7 Article 41, Clause 1 Article 42, Clause 4 Article 47, Clause 4 Article 48, Clause 2 Article 51, Clause 6 Article 56, Clause 3 Article 62, Clause 4 Article 69, Clause 1 Article 74, Clause 1 Article 75, Point c Clause 5 Article 75, Clause 1 Article 79, Clause 3 Article 87, Clause 3 Article 93, Clause 2 Article 96, Clause 5 Article 97, Clause 3 Article 100 and Clause 7 Article 135 of the Law on Securities.

2. This Law does not regulate the following:

a) Derivatives and activities on the derivative stock market, except contents on payment banks, setting aside operations risk prevention funds of the Vietnam Securities Depository and Clearing Corporation, securities practice, foreign investors’ participation in Vietnam’s securities market and measures to ensure security and safety of the securities market;

b) The public offering of stocks to convert enterprises with 100% State-owned charter capital, single-member limited liability companies of enterprise with 100% State-owned charter capital, and public non-business units into joint stock companies and transfer of state capital, capital of enterprise with 100% State-owned charter capital invested in other enterprises;

c) The private placement of bonds in the domestic market, or offering of bonds in foreign countries.

Article 2. Subjects of application

1. Vietnamese and foreign organizations and individuals engaged in securities investment and operating in Vietnam’s securities market.

2. State management agencies in charge of securities and securities market.

3. Other agencies, organizations and individuals involved in securities activities and securities market.

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Issued stock is a stock which has been fully paid by an investor, with information on its holder recorded in the shareholder’s register.

2. Outstanding stocks mean the number of issued stocks minus the number of stocks redeemed by the company for treasury stocks.

3. Treasury stocks are stocks which have been issued by joint stock companies and subsequently redeemed by such companies.

4. Fractional part of a share means a portion of capital that is less than one full share.

5. Odd stock means stock that represents the stock capital formed by combining odd stocks.

6. Bond means a type of securities with a term of 01 year or more issued by an enterprise, certifying its holders lawful rights and benefits to a portion of liabilities of an issuing institution.

7. Convertible bond means a type of bond issued by a joint-stock company, convertible bond may be converted into common stock of the issuing organization according to conditions and terms defined in the plan on bond issuance.

8. Covered bond means a type of bond that is guaranteed to pay all or a portion of interest and principal upon maturity with the assets of the issuing organization or the assets of a third party in accordance with the law on secured transactions; or guaranteed payment in accordance with the law.

9. Bond accompanied with warrants means a type of bond issued together with warrants by a joint-stock company, allowing the warrant holder to buy a number of common stocks of the issuing organization under the specified terms and conditions determined in the bond issuance plan.

10. Issuance of stocks for exchange means the additional issuance of stocks in exchange for shares or contributed capital in other enterprises, in order to swap the issuing organization’s debt to the creditors.

11. Completion date of offering is the date on which the collection of money for purchase of offered securities from investors is completed.

12. Date of completion of the issuance:

a) Date of completion of the stock issuance to exchange shares according to the consolidation or merger contract means the date of closing the list of shareholders and members for the exchange;

b) Date of completion of the stock issuance for exchange means the date defined by the issuing organization in order to exchange stocks of the issuing organization with shares and contributed capital of other organizations and individuals;

c) Date of completion of the stock issuance for debt swap means the date defined by the issuing organization in order to exchange stocks of the issuing organization with debts of the issuing organization toward creditors;

d) Date of completion of the stock issuance for payment of dividends, issuance of stocks to increase equity from the owner’s equity sources means the last day of registration for distribution of rights;

dd) Date of completion of the stock issuance under the program selected for employees means the date of completing the collection of money to buy stocks of the employees, the date defined by the issuing organization to issue bonus stocks for the employees;

e) Date of completion of the stock issuance to perform rights of warrants means the date of completing the collection of money to buy stocks from investors performing rights;

g) Date of completion of the issuance of depositary receipts on the basis of newly issued stocks means the date of completing the collection of money to buy depositary receipts from investors.

13. Bondholder representative is a depository member of the Vietnam Securities Depository and Clearing Corporation, securities investment fund management company that is designated or selected to represent interests of a bondholder.

14. Restructuring of an enterprise means the activity of consolidation or merger of the company; transactions of acquisition of enterprises, sale of assets in which these activities or transactions alter or have the value of 35% or more of the total asset value, is determined as follows:

a) For the case of consolidation, this ratio is calculated by the total asset value of the remaining consolidated companies in comparison with the total asset value of the consolidated company with the largest total asset value on the basis of the most recent annual financial statements;

b) For the case of merger, this ratio is calculated by the total asset value of the merged companies in comparison with the total asset value of the merging company with the largest total asset value on the basis of the most recent annual financial statements;

c) For the case of acquisition of an enterprise or sale of assets, this ratio is calculated by the trading value in comparison with the total asset value of the enterprise on the basis of the most recent annual financial statements.

15. Consolidation, merger, division, separation of a company is prescribed in the Law on Enterprises.

16. Acquisition of an enterprise is prescribed in the Competition Law.

17. Year of consolidation, merger, division, separation of a company, year of enterprise restructuring means the year of completion of the consolidation, merger, division, separation of a company or completion of the restructuring of an enterprise.

18. Pro forma financial information summary report means a report prepared to illustrate the effect of a material event or transaction on an unit’s unadjusted financial information assuming that the event which has occurred or the transaction which has been conducted at a date earlier was chosen for illustrative purposes under the guidance of the Ministry of Finance.

19. Issuance-underwriting organization means an organization conducting securities issuance underwriting for a securities issuance of an issuing organization in accordance with Article 31, Article 4 of the Law on Securities.

20. Issuance underwriter syndicate means a group of issuance-underwriting organizations that jointly commit to underwrite the issuance of the issuing organization under the joint issuance underwriting contract, which defines the principal issuance-underwriting organization taking general responsibility for the underwriting activities and the rights and responsibilities of each issuance-underwriting organization.

21. Creditor means the lending party or the party entitled to request an organization or individual to fulfill the obligation to pay the payable debt.

22. Project means a collection of proposals to invest medium or long-term capital to conduct business investment activities in a specific area and within a specified period of time.

23. Support for issuance of depositary receipts in other countries means the organization issuing stocks serving as a basis for the offering of depositary receipts in foreign countries commits to support an organization issuing depositary receipts in foreign countries on a basis of newly issued stocks or outstanding stocks and provides information under a contract of supporting the issuance of depositary receipts in other countries.

24. Organization issuing depositary receipts in other countries means an financial institution or foreign bank that issue depositary receipts in foreign countries on the basis of securities listed on the securities market of Vietnam under the contract of supporting the issuance of depositary receipts in other countries.

25. Public bid means an organization or individual publicly purchasing part or all of the voting stocks of a public company or closed-end fund certificates of a closed-end fund in accordance with the provisions of law to ensure fairness for the shareholders, investors of the target company, the target investment fund.

26. Target company means a public company having stocks targeted by public bids.

27. Target investment fund means a closed-end fund having closed-end fund certificates targeted by public bids.

28. Public bidding agent means a securities company having securities brokerage operation, which is designated by an organization or individual that makes a public bid to act as its agent to carry out procedures for public bid under a contract between such organization or individual and the designated securities company.

29. Date of completion of the public bid means the date on which the investor’s receipt of registration for sale or exchange registration is completed, as determined in the notice of the public bid by the organization or individual conducting the public bid.

30. Date of completion of the stock redemption means the date on which the transaction of stock redemption is completed, as determined in the notice of redemption of stocks by the issuing organization.

31. Host country means a country or territory where a Vietnamese issuing organization registers to offer, list and trade its securities.

32. Foreign investors include individuals and organizations as prescribed in the Law on Investment.

33. Stock Exchanges include the Vietnam Stock Exchange and its subsidiary companies.

34. Year of listing registration means the year in which the listing registration organization submits a complete and valid dossier of listing registration.

35. Upcom trading system means a trading system for unlisted securities which is organized and operated by the Stock Exchange.

36. Trading and listing of debt instruments, including the trading and listing debt instruments of the Government (government bonds, treasury bills, national construction debentures), government-guaranteed bonds and municipal bonds.

37. Equitized enterprise means an enterprise transformed into a joint-stock company in accordance with the law on the transformation of a state-owned enterprise and a single-member limited liability company of an enterprises in which the State holds 100% of charter capital into a joint-stock company.

38. Foreign holding rate means the total percentage of shares or capital contribution portions (calculated on the charter capital) which all foreign investors and economic institutions of which at least 50% of charter capital is held by foreign investors may hold in a public company, securities company, securities investment fund management company or securities investment fund, securities investment company.

39. Securities transaction clearing means activities including margin, collation, confirmation of trading results, error handling, trading position, clearing, determination of payment obligations and risk management related to stock exchange.

40. Payment of securities transactions means the transfer of money and securities on the date of payment according to the principle of transfer of securities simultaneously with money payment.

41. Central counterparty clearing mechanism means a mechanism of clearing and payment for securities transactions conducted by the Vietnam Securities Depository and Clearing Corporation, in which the Vietnam Securities Depository and Clearing Corporation shall, through the novation, become a counterpart to a securities transaction, the clearing member is the other partner of the transaction.

42. Direct clearing member means a clearing member that may conduct clearing of or payment for its own and its clients’ securities transactions.

43. General clearing member means a clearing member that may make clearing of or payment for its own or its clients’ securities transactions and provide services of clearing or paying securities transactions to non-clearing trading members and their clients.

44. Non-clearing trading member means a trading member that may not act as a clearing member.

45. Novation means the act of substituting one party in a securities transaction with another party, in which the substituting party inherits all rights and obligations related to the securities transaction of the substituted party.

46. Unsettled securities transaction means a transaction of purchase or sale of securities that has been made but has not yet been paid.

47. Organization directly opening accounts means an organization that directly opens securities depository accounts at the Vietnam Securities Depository and Clearing Corporation and uses services provided by the Vietnam Securities Depository and Clearing Corporation on the basis of the contract of service provision, agreement between the organization directly opening accounts and the Vietnam Securities Depository and Clearing Corporation.

48. Clearing margin account means an account opened to investors and clearing members to manage clearing collateral assets and to pay securities transactions.

49. Clearing collateral assets mean money, securities or other assets prescribed by the Vietnam Securities Depository and Clearing Corporation which are used to secure payment obligations for securities transactions.

50. Net asset value of a fund means the total value of assets of the fund minus the total value of liabilities of such fund.

51. Private securities investment company means a securities investment company having a maximum of 99 shareholders, in which the value of investment capital contributions of each institutional shareholder is at least VND 03 billion and that of each individual shareholder is at least VND 01 billion.

52. Public securities investment company means a securities investment company already successfully conducting the initial public offering of stocks.

53. Financial product means a type of securities with security assets issued by a securities company, based on underlying securities according to the Ministry of Finance’s instructions.

54. Foreign securities trading institution means an organization lawfully established in a foreign country to conduct one a number of securities business operations, including securities brokerage, securities dealing, securities issuance underwriting, securities investment consultancy, securities investment fund management and securities investment portfolio management.

55. The enterprise managers mean the Chief Executive Officers, Chief Operations Officers, chief accountants and other managers as prescribed by the company charter.

56. Non-executive members of the Board of Directors (hereinafter referred to as non-executive members) mean members of the Board of Directors that are not the Chief Executive Officers, Chief Operations Officers, chief accountants, and other managers as prescribed by the company charter.

Article 4. Identification of professional securities investor status

1. Issuing organizations and securities investment fund management companies shall be responsible for identifying status of professional securities investors participating in purchasing securities when conducting private placement, registering for establishment of member funds or authorizing securities companies to conduct the identification. In case of authorization, issuing organizations and securities investment fund management companies must sign a contract with a securities company on the identification and storage of documents used for identification of professional securities investor status, which clearly state rights and responsibilities of concerned parties.

2. For privately issued securities that are centrally traded on the trading system of the Stock Exchange, the securities company where the investors purchase securities shall be responsible for identification of professional securities investor status before trading. For privately issued securities that have not yet been centrally traded, the registration and depository organization shall be responsible for identifying the professional securities investor status before transferring the ownership.

3. Within 01 year from the date of being identified as a professional securities investor by a securities company, the investor is not required to re-identify its professional securities investor status when participating in purchasing privately offered securities or member fund certificates.

4. Investors who have purchased privately offered securities or member fund certificates are not required to re-identify the professional securities investor status when selling purchased securities.

5. Documents for the identification of professional securities investor status must be stored in accordance with law provisions.

Article 5. Documents identifying professional securities investors

1. For organizations specified at Point a, Clause 1, Article 11 of the Law on Securities: An enterprise registration certificate or establishment and operation certificate or equivalent papers.

2. For organizations specified at Point b, Clause 1, Article 11 of the Law on Securities:

a) For listed organizations and organizations with trading registration: A decision on approval of listing, registration for listing, for a listed organization or organization with trading registration;

b) For other organizations other than listed organizations and organizations with trading registration: An enterprise registration certificate or equivalent papers; audited annual financial statements or examined biannual financial statements.

3. For individuals specified at Point c, Clause 1, Article 11 of the Law on Securities, documents identifying professional securities investors include:

a) A valid identity card or citizen identification card or passport;

b) A valid securities practice certificate.

4. For individuals specified at Point d, Clause 1, Article 11 of the Law on Securities, documents identifying professional securities investors include:

a) A valid identity card or citizen identification card or passport;

b) Confirmation of securities companies where the investor opens the securities trading account on the market value of portfolios of listed securities or securities registered for trading at the time of identification of professional securities investor status.

5. For individuals specified at Point dd, Clause 1, Article 11 of the Law on Securities, documents identifying professional securities investors include:

a) A valid identity card or citizen identification card or passport;

b) Tax declaration dossiers submitted to the tax agencies or tax withholding documents paid by organizations or individuals in the latest year prior to the time of identification of professional securities investor status.

Article 6. General provisions on submission and supplement of reporting documents and dossiers

1. Organizations and individuals participating in the compilation of reporting documents and dossiers shall take responsibility before law for the accuracy, honesty and completion of such reporting documents and dossiers.

2. Dossiers and documents specified in this Decree shall be submitted and returned directly or via the postal service or via the public service system in accordance with the Ministry of Finance’s instructions.

3. Reporting documents and dossiers must be made in writing into 01 original set in Vietnamese. In case where documents in the reporting documents and dossiers are copies, they must be copies from the originals or certified copies. Information in reporting documents and dossiers must be accurate and truthful, cause no misleading and have adequate important contents which exert an impact on investors’ decisions.

4. Unless otherwise provided in this Decree, documents made in foreign languages must be accompanied by a certified translation into Vietnamese by the competent agency; documents issued or certified by foreign competent agencies must be consularly legalized within 06 months counting to the date on which documents are received by the agency in charge of receiving reporting documents and dossiers.

5. Within 07 working days from the date on which reporting documents and dossiers are received, if reporting documents and dossiers need to be modified or supplemented to ensure the sufficiency and validity, the agency in charge of receiving reporting documents and dossiers must send a written document to organizations and individuals, clearly stating contents to be modified or supplemented. In case where the shorter time limit for processing dossiers is prescribed, the time limit for the agency in charge of receiving reporting documents and dossiers to send written request for modification or supplement of dossiers (if any) shall equal to the time limit for processing dossiers.

6. During the period on which the reporting documents and dossiers are reviewed, organizations and individuals that submitted such reporting documents and dossiers shall be responsible for modifying or supplementing such documents and dossiers when discovering any inaccurate or incomplete information or modifying important information which must be included in the reporting documents and dossiers as prescribed by law, or when finding it necessary to explain matters that may cause misleading.

7. Time limit for reviewing reporting documents and dossiers is counted from the date on which the agency receives valid and sufficient reporting documents and dossiers. The modified and supplemented document must be signed by those who have signed in the reporting document and dossier or those who have the same titles with the formers or the at-law representative of the company. Sufficient and valid reporting documents and dossiers mean reporting documents and dossiers that contain sufficient components as prescribed by this Decree and have contents to be fully declared in accordance with regulations.

8. Within 60 days from the date on which the agency receiving reporting documents and dossiers sends a written request for modifying and supplementing reporting documents and dossiers under Clause 5 of this Article, organizations and individuals must complete reporting documents and dossiers upon request. For the case of public bid and payment in cash and public bid by issued stocks, the time limit for completion of a dossier is 15 days. Past this time limit, if organizations and individual fail to complete reporting documents and dossiers, the agency receiving reporting documents and dossiers shall suspend the reviewing of reporting documents and dossiers.

Chapter II. OFFERING, ISSUANCE OF SECURITIES AND PUBLIC BID

Section 1. GENERAL PROVISIONS ON OFFERING, ISSUANCE OF SECURITIES AND PUBLIC BID

Article 7. General provisions on offering, issuance of securities and public bid

1. Organizations and individuals that register and report on the offering, issuance of securities and public bid specified in this Chapter may carry out activities of offering, issuance of securities and public bid only when fully satisfying conditions as prescribed by law. If an issuing organization registers for public offering of securities, including other offering and issuance activities, in addition to conditions on public offering of securities, it must satisfy requirements on other offering and issuance.

2. Organizations and individuals that register and report on the offering, issuance of securities and public bid specified in this Chapter shall be responsible for organizing the implementation of offering, issuance of securities and public bid according to the registered plan and send report to the State Securities Commission within the prescribed period.

3. The registration of public offering of securities must be carried out by the issuing organization, except for the case the shareholder of a public company conducts public offering of securities.

4. Issuing organizations and shareholders of a public company that register for public offering of securities, affiliated persons and insiders of the issuing organizations and affiliated persons of the insiders must not publicly make comments or assure with investors about future securities prices in any form.

5. Issuing institutions and other related institutions and individuals may not advertise the private offering of stocks in the mass media. Information to be disclosed must neither contain advertising contents nor solicit purchase of privately offered stocks.

6. For already issued bonds, except for conditions on bondholder representatives as prescribed in Clause 4, Article 24 of this Decree, conditions and terms of a bond may only be changed if the following requirements are satisfied:

a) Being approved by the competent authority of the issuing organization;

b) Being approved by the bondholders representing 65% or more of the total number of bonds of the same type in circulation, except for the terms of the bond that are allowed to change according to the issuance plan announced in the prospectus;

c) Information on the change announced on the websites of an issuing organization (if any) and the Stock Exchange.

7. For the company engaged in conditional business lines that is required by specialized law to obtain approval from a competent state management agency on the issuance and increase of charter capital, stock transfer and exchange, when an issuing organization or a shareholder registering for offering sends a registration dossier, documents on reporting the securities offering or issuance, it is required to include the written approval of the competent state management agency to the State Securities Commission.

Article 8. Opening and use of frozen accounts

1. Shareholders of a public company registering for public offering of stocks (hereinafter referred to as shareholders registering for offering) and issuing organizations must open a frozen account to receive securities payments of the offering or issuance at a bank or foreign bank branch, except for the case of issuing stocks to exchange, to pay dividends, to increase the share capital from the equity source or issuing bonus stocks for employees or issuing stocks to convert bonds and the cases specified in Clause 2 of this Article.

2. Issuing organizations that propose for approval of the registration for issuance of stocks to foreign countries or registration for issuance of new stocks serving for offering of depositary receipts in foreign countries must open a frozen account to receive stock payments in foreign currencies at a permitted bank or foreign bank branch in accordance with law provisions on foreign exchange control.

3. Banks and foreign bank branches where frozen accounts are opened must not be the affiliated persons of the issuing organizations or shareholders registering for offering. The blocked account must not be the payment account of the issuing organization or shareholder registering for offering.

4. An issuing organization or shareholder registering for offering that is a commercial bank must select another bank or foreign bank branch to open a frozen account.

5. Securities payments must be transferred into a frozen account in accordance with Clause 3, Article 26 of the Law on Securities. Issuing organizations and shareholders registering for offering are not allowed to use money in the frozen account in any form until the time of ending the offering or issuance, report the State Securities Commission and receiving the notice on receipt of reports on the results of the offering or issuance from the State Securities Commission.

Article 9. Report and disclosure of information on the use of capital and money amounts collected from the offering or issuance

1. For the case off mobilizing capital and money to implement projects, the issuing organization must report and disclose information on the use of capital and proceeds from the offering or issuance to implement projects from the date of ending the offering or issuance until the time when the raised amounts are fully disbursed. To be specific:

a) Once every six months from the date of completion of the offering or issuance until the proceeds are fully disbursed, the issuing organization shall send to the State Securities Commission a report on the progress of use of the capital and proceeds from the offering or issuance to implement projects, made according to the Form No. 01 provided in Appendix attached to this Decree, and disclose information on its website (if any) and the Stock Exchange’s website within 05 working days from the end of the above time limits.

b) The issuing organization shall disclose the report on the use of capital and proceeds from the offering or issuance that is audited by accredited audit firms at the annual Shareholders’ General Meeting, Members’ Council and report the owner of the company or explain in detail the use of the capital and proceeds from the offering or issuance to implement projects in the audited annual financial statement.

2. The change of the plan on use of capital and proceeds from the offering or issuance must be approved by the Shareholders’ General Meeting or Board of Directors or Members’ Council or the owner of the company. The Board of Directors is only allowed to change the plan on use of capital and proceeds from the offering or issuance with the change value less than 50% of the capita and proceeds from the offering or issuance when being authorized by the Shareholders’ General Meeting and in accordance with the company charter, except for the case of offering of non-convertible bonds, without warrants under the plan approved by the Board of Directors. Any change of the plan on use of capital and proceeds from the offering or issuance must be reported to the Shareholders’ General Meeting at its nearest meeting.

3. Within 24 hours after having decisions from the competent authority as prescribed in Clause 2 of this Article on the change of the plan on using capital and proceeds from the offering or issuance, the issuing organization shall be responsible for:

a) Reporting to the State Securities Commission on the change of the plan on using capital and proceeds from the offering or issuance according to the Form No. 02 provided in Appendix attached to this Decree;

b) Disclosing information on the websites of the issuing organization (if any) and the Stock Exchange about reasons for such change, enclosed with decisions of the competent authority on such change.

4. With regard to the case of offering as prescribed in Articles 26 and 36 of this Decree, within 24 hours after the foreign issuing organization is approved by the agency competent to grant the investment certificate related to the change of the plan on using capital and proceeds from the offering or issuance, the issuing organization shall be responsible for disclosing information about such approval on its website (if any) and the Stock Exchange’s website.

Section 2. PUBLIC OFFERING OF SECURITIES

Article 10. Forms of public offering of securities

1. Initial public offerings of securities include:

a) Initial public offering of stocks to mobilize capital for issuing organizations;

b) Initial public offering of stocks so that issuing organizations can become public companies through restructuring their ownership without increasing their charter capital;

c) Combination of forms specified at Points a and b of this Clause;

d) Initial public offering of fund certificates to set up securities investment funds.

2. Additional public offerings of securities include:

a) Additional public offering of stocks or issuance of rights by public companies to existing shareholders;

b) Additional public offering of fund certificates by securities investment fund management companies to increase the charter capital of investment funds.

3. Shareholders of public companies conduct the public offering of stocks.

4. Issuing organizations conduct the public offering of bonds and different types of securities.

Article 11. A dossier of registration for initial public offering of stocks of a joint-stock company

1. A written registration of offering, made according to the Form No. 03 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. A decision of the Shareholders’ General Meeting approving an issuance plan and a plan on use of capital raised through the offering, except for the case of offering of stocks owned by shareholders in the form specified at Point b, Clause 1, Article10 of this Decree, approving the listing or registration of stocks for trading in a securities trading system, in which:

a) An issuance plan must clearly state the offering price or the principle of determining the offering price or authorizing the Board of Directors to determine the offering price (except for the case of offering stocks owned by shareholders in the form specified at Point b, Clause 1, Article 10 of this Decree); the number of stocks offered for sale; adopting or authorizing the Board of Directors to adopt a plan to ensure that the stock issuance satisfies regulations on foreign holding rate. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) A capital use plan means a plan on using the additional raised capital. In case of offering to raise capital to implement a project, the capital use plan must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation;

c) In case of initial public offering of stocks combined between an issuance to raise additional capital for an issuing organization and an offering of stocks owned by shareholders, the issuance plan must clearly state the principle of stock distribution priority.

4. Financial statements of the issuing organization for the latest 02 years which satisfy requirements specified in Article 20 of the Law on Securities, in which:

a) If a dossier is submitted within 60 days after the last day of an annual accounting period, the annual financial statement of the preceding year in the initial dossier may be an unaudited one which, however, must be accompanied with audited financial statements of the 02 preceding years. If the issuing organization completes the dossier latter than 90 days after the last day of an annual accounting period, the issuing organization must supplement the latest audited financial statement;

b) If the issuing organization issue stocks to increase charter capital after the last day of an annual accounting period that is audited or examined, it must make an additional report on the owner’s contributed capital audited by an accredited audit firm.

5. A contract with a securities company on provision of consultancy on dossier of registration of public offering of stocks, unless the issuing organization is a securities company.

6. An issuance underwriting commitment (if any), including at least contents according to the Form No. 04 provided in Appendix attached to this Decree. In case where an issuance-underwriting combination is available, the issuance underwriting commitment must be enclosed with a contract among issuance-underwriting organizations. Such documents must be sent to the State Securities Commission before the date of issuing the certificate of offering registration.

7. A decision on approving the dossier for registration of public offering of stocks of the Board of Directors. For public offering of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. For public offering of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

8. A written commitment on listing or registering for trading of stocks on the securities trading system of the Board of Directors.

9. A written agreement on a plan on offering and offering price in case of offering stocks owned by shareholders among shareholders owning offered stocks with the company.

10. Documents specified at Points c, dd, e and h, Clause 1, Article 18 of the Law on Securities.

Article 12. Dossier of registration of additional public offering of stocks of a public company

1. A written registration of offering, made according to the Form No. 05 provided in Appendix attached to this Decree.

2. A decision of the Shareholders’ General Meeting approving an issuance plan and a plan on use of capital raised through the offering, approving the listing or registration of stocks for trading in a securities trading system, in which:

a) An issuance plan must clearly state type of stocks offered for sale, quantity of each type of stocks offered for sale; characteristics of stocks (in case where the offered stocks are not common stocks); the offering price or the principle of determining the offering price or authorizing the Board of Directors to determine the offering price; adopting or authorizing the Board of Directors to adopt a plan to ensure that the stock issuance satisfies regulations on foreign holding rate. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) For the offering to implement a project, the capital use plan must determine that the ratio of the successful offering for project implementation purposes at least equal to 70% of the total number of stocks expected to be offered for the execution of the project; a plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

3. Financial statements of the issuing organization for the latest 02 years must satisfy requirements specified in Article 20 of the Law on Securities, in which:

a) If a dossier is submitted within 60 days after the last day of an annual accounting period, the annual financial statement of the preceding year in the initial dossier may be an unaudited one which, however, must be accompanied with audited financial statements of the 02 preceding years. If the issuing organization completes the dossier latter than 90 days after the last day of an annual accounting period, the issuing organization must supplement the latest audited financial statement;

b) If the issuing organization issue stocks to increase charter capital after the last day of an annual accounting period that is audited or examined (except for the case of issuing stocks to pay dividends, issuing stocks to increase equity from the owner’s equity sources, issuing bonus stocks for employees and issuing stocks to convert bonds), it must make an additional report on the owner’s contributed capital audited by an accredited audit firm.

4. Documents specified at Points c and h, Clause 1, Points c and d, Clause 2, Article 18 of the Law on Securities; Clauses 2, 5, 6, 7 and 8, Article 11 of this Decree and written commitment to satisfy requirements specified at Point e, Clause 1, Article 15 of the Law on Securities.

Article 13. Conditions for public offering of stocks by shareholders in public companies

1. Stocks to be offered must be stocks of an enterprise which satisfies the conditions specified at Point a, Clause 1 and Point b, Clause 2, Article 15 of the Law on Securities.

2. In case where a shareholder registering for offering is an organization, a plan on stock offering must be approved by the competent authority of the organization registering for offering in accordance with the Law on Enterprises and the charter of the shareholder registering for offering.

3. Stocks to be offered must be owned by the shareholder registering for offering and must be freely transferred.

4. The company has received a securities company’s consultancy on its dossier for registration of public offering of stocks, unless the shareholder registering for offering is a securities company.

5. The shareholder registering for offering must open an frozen account to receive payments for offered stocks.

6. The offering of stocks must satisfy regulations on the foreign holding rate at public companies having stocks to be offered for sale.

7. Having approval from the State Bank of Vietnam and the Ministry of Finance on the transfer of stocks of credit institutions, insurance business organizations by shareholders, in case where an approval is required according to the law on credit institutions and insurance business.

Article 14. Dossier for registration of public offering of stocks by shareholders in public companies

1. A written registration of offering, made according to the Form No. 06 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. A decision on approving a plan on offering of the competent authority of the institutional shareholder registering for offering, including type of stocks to be offered for sale; quantity of stocks to be offered for sale; offering price or the principle to determine the offering price or authorizing to determine the offering price.

4. A shareholder’s register or written confirmation of the Vietnam Securities Depository and Clearing Corporation or depository member or stock certificate.

5. Financial statements for the latest 02 years of an organization having stocks offered in accordance with Article 20 of the Law on Securities, if the shareholder registering for offering completes the dossier later than 90 days after the last day of an annual accounting period, the shareholder registering for offering must make additional latest audited annual financial statement of an organization having offered stocks.

6. A contract with a securities company on provision of consultancy on dossier of registration of public offering of stocks, except for the case where the shareholder registering for offering is a securities company.

7. A written certification by a bank or foreign bank branch of the opening of a frozen account for receiving payments for offered stocks.

8. A decision of a competent authority of the institutional shareholder registering for offering, on approving a plan to ensure that the offering of stocks satisfies regulations on the foreign holding rate at public companies having stocks to be offered for sale.

9. A written approval of the State Bank of Vietnam and the Ministry of Finance, on the transfer of stocks carried out by the shareholder (if any).

Article 15. Conditions on initial public offering of stocks for transformation of a limited liability company into a joint-stock company

1. Having a plan on transformation of a limited liability company into a joint-stock company which is approved by the Members’ Council or the owner of the company.

2. Having an issuance plan approved by the Members’ Council or the owner of the company; having a plan on use of capital generated from the stock offering (except for the case of offering in the form specified at Point b, Clause 1, Article 10 of this Decree) approved by the Members’ Council or the owner of the company.

3. Capital-contributing members or the owner of the company must commit to holding altogether at least 20% of charter capital of the issuing organization for at least 01 year from the date of completion of the offering.

4. The offering of stocks must satisfy regulations on the foreign holding rate at public companies in accordance with law provisions.

5. Having an agreement between the member having contributed capital to be offered for sale and the issuing organization, on the offering plan and offering price, in case of offering the contributed capital of the member.

6. Conditions specified at Points a, b, d, e, g, h and i, Clause 1, Article 15 of the Law on Securities.

Article 16. Dossiers of registration for initial public offering of stocks for transformation of a limited liability company into a joint-stock company

1. A decision on approving the plan on transformation of a limited liability company into a joint-stock company of the Members’ Council or the owner of the company, in which:

a) A plan on transformation must clearly state the method of transformation of enterprise: Transformation with or without raising capital or a method of combination with mobilization of additional capital and sale of contributed capital of members and the owner of the company;

b) A plan on transformation must specify the expected charter capital structure of the company after the transformation, including the number of stocks of the members/owner of the company, the number of stocks to be offered to the public (including the number of stocks to be offered to raise additional capital for the issuing organization, the number of stocks sold by the members/owner of the company), the number of stocks offered for sale to other subjects (if any).

2. A decision of the Members’ Council approving an issuance plan and a plan on use of capital raised through the offering (except for the case of offering in the form specified at Point b, Clause 1, Article10 of this Decree) and approving the listing or registration of stocks for trading in a securities trading system, in which:

a) An issuance plan must clearly state the offering price or methods to determine the offering price (except for the case of offering in the form specified at Point b, Clause 1, Article 10 of this Decree) and the number of stocks to be offered for sale. Offering price is the price approved by the Members’ Council or owner of the company or determined on the basis of the price determination principle approved by the Members’ Council or owner of the company;

b) A capital use plan means a plan on using the additional raised capital for the issuing organization. In case of offering to raise capital to implement a project, the capital use plan must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation;

c) In case of a combination of offering to raise additional capital for the issuing organization and offering to sell capital owned by members or owner of the company, the issuance plan must clearly state the principle of priority for stock distribution.

3. Written commitment to hold stocks of capital-contributing members or company owners.

4. A decision of the Members’ Council or the owner of the company on approving the plan to ensure that the offering of stock satisfies requirements on the foreign holding rate.

5. An agreement between the member whose capital is offered for sale with the company on the offering plan and offering price (if any).

6. A decision of the Members’ Council or the owner of the company on approving the dossier for registration of public offering of stocks. With regard to public offering of credit institutions’ stocks, such a dossier must contain the State Bank of Vietnam’s written approval on the request for an increase in charter capital or transfer in accordance with the law on credit institutions. With regard to public offering of credit insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval on the request for an increase in charter capital or transfer in accordance with the law on insurance business.

7. Documents specified at Points c, dd and h, Clause 1, Article 18 of the Law on Securities and Clauses 1, 2, 4, 5, 6 and 8, Article 11 of this Decree.

Article 17. Conditions for additional public offering of stocks at prices lower than their par value by public companies

1. The issuing organization’s stock price traded on the securities trading system is lower than the par value, in which the stock price is calculated by the average reference price of 60 consecutive trading days preceding the date of closing the list of shareholders to get opinions or hold a general meeting of the Shareholders to approve the issuance plan.

2. Having adequate capital surplus based on the latest audited annual financial statement enough to offset the negative surplus arising from the offering of stocks at prices lower than their par value.

3. Satisfying the conditions prescribed in Clause 2, Article 15 of the Law on Securities.

Article 18. Dossier for registration of additional public offering of stocks at prices lower than their par value by public companies

1. Documents specified in Article 12 of this Decree.

2. The stock reference price list of the 60 consecutive trading days preceding the date of closing the list of shareholders to collect opinions or hold a general meeting of Shareholders to approve the issuance plan certified by the institution providing consultancy on dossier of registration of public offering of stocks.

Article 19. Conditions for public offering of bonds

1. Conditions prescribed in Clause 3, Article 15 of the Law on Securities.

2. Issuing organizations or bonds registered for sale must be rated by a credit rating agency granted a certificate of eligibility for business by the Ministry of Finance in the following cases:

a) The total value of bonds according to the par value mobilized in each 12 months is greater than VND 500 billion and greater than 50% of the owner’s equity based on the latest financial statements in the following reports: the latest annual financial statement audited or the latest biannual financial statement examined (if the issuing organization has to announce its examined biannual financial statement) by the accredited audit firm; or

b) The total outstanding debt of bonds according to the par value up to the time of offering registration is greater than 100% of the owner’s equity based on the latest financial statements in the following reports: the latest annual financial statement audited or the latest biannual financial statement examined (if the issuing organization has to announce its examined biannual financial statement) by the accredited audit firm.

Article 20. Dossiers of registration of public offering of bonds

1. A written registration of offering, made according to the Form No. 07 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. A decision of the Shareholders’ General Meeting or Board of Directors or Members’ Council or the company’s owner approving an issuance plan and a plan on use and repayment of capital raised through the public offering of bonds, and approving the public offering of bonds, approving the listing of bonds in a securities trading system, in which:

a) An issuance plan must clearly state types of bonds to be offered, quantity of bonds of each type to be offered, bond interest rates or principles for determining bond interest rates; bond term;

b) In case of offering to raise capital to implement a project, the capital use plan must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

4. Financial statements of the issuing organization for the latest 02 years must satisfy requirements specified in Article 20 of the Law on Securities, in which: If a dossier is submitted within 60 days after the last day of an annual accounting period, the annual financial statement of the preceding year in the initial dossier may be an unaudited one which, however, must be accompanied with audited financial statements of the 02 preceding years. If the issuing organization completes the dossier later than 90 days after the last day of an annual accounting period, it must make an additional latest audited annual financial statement.

5. A contract with a securities company on provision of consultancy on dossier of registration of public offering of bonds, except for the case where the issuing organization is a securities company.

6. An issuance underwriting commitment (if any), including at least contents according to the Form No. 08 provided in Appendix attached to this Decree. In case where an issuance-underwriting combination is available, the issuance underwriting commitment must be enclosed with a contract among issuance-underwriting organizations. Such documents must be sent to the State Securities Commission before the date of issuing the certificate of offering registration.

7. A report on credit rating results to the issuing organization or for the bonds registered for sale within 12 months to the date of submission of the dossier of registration for offering (if any).

8. A written commitment of the Board of Directors or Chairperson of the Member’s Council or the company president on the implementation of listing bonds on the securities trading system after ending an offering.

9. A decision of the Board of Directors or Members’ Council or the owner of the company on approving the dossier for registration of public offering of bonds. With regard to public offering of credit institutions’ bonds, such a dossier must contain the State Bank of Vietnam’s written approval of the plan on bond issuance to public in accordance with the law on credit institutions.

10. The documents specified at Point c, Clause 1, Points d and g, Clause 3, Article 18 of the Law on Securities and a written commitment on satisfaction of the condition prescribed at Point e, Clause 1, Article 15 of the Law on Securities.

Article 21. Conditions for public offering of convertible bonds and bonds accompanied with warrants by public companies

1. Having an issuance plan and a plan on use of capital generated from the offering of convertible bonds and bonds accompanied with warrants approved by the Shareholders’ General Meeting.

2. The company has received a securities company’s consultancy on its dossier for registration of public offering of convertible bonds and bonds accompanied with warrants, unless the issuing organization is a securities company.

3. The company has a commitment and must list the bonds on the securities trading system after the end of the offering.

4. The issuing organization must open a frozen account to receive money to buy convertible bonds and bonds accompanied with warrants of the offering.

5. The total value of convertible bonds and bonds accompanied with warrants calculated according to the par value is not greater than the total value of outstanding stocks calculated according to the par value, unless there is an issuance underwriting with a commitment to buy all convertible bonds and bonds accompanied with warrants for resale or purchase of the remaining convertible bonds and bonds accompanied with warrants that have not yet been fully distributed.

6. For the public offering for the purpose of raising capital to implement projects of the issuing organization, the number of convertible bonds and bonds accompanied with warrants to be sold must be at least 70% of the convertible bonds and bonds accompanied with warrants expected to be offered for sale to implement projects. The issuing organization must have a plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

7. Satisfying regulations specified at Points a and e, Clause 1, Point b, Clause 2 and Point d, Clause 3, Article 15 of the Law on Securities.

Article 22. Dossier of registration for public offering of convertible bonds and bonds accompanied with warrants by public companies

1. A written registration of offering, made according to the Form No. 07 provided in Appendix attached to this Decree.

2. A decision of the Shareholders’ General Meeting approving an issuance plan and a plan on use of capital raised through the offering and listing of bonds in a securities trading system, in which:

a) An issuance plan must clearly state type of bond; number of bonds of each type; interest rate or bond interest rate calculation principle; bond term; conversion plan of bonds (conditions, term, rate or method of calculating convertible price, the repayment of capital in case of no conversion of bonds, approval or authorization to the Board of Directors to approve the plan to ensure that the stock issuance for conversion meets the regulations on foreign holding rate, other terms); plan for exercising the warrant’s rights (conditions, term, rate of exercise of rights; price or method of calculation of issuing price; repayment of capital; approval or authorization to the Board of Directors to approve a plan to ensure that the stock issuance to exercise the rights meets the regulations on foreign holding rate; other terms). In case where the convertible price or issuing price of stocks in order to exercise the rights is lower than the par value, the conversion and exercise of rights can only be performed when the issuing organization has enough capital surplus to offset the negative surplus arising from the issuance of stocks at a price lower than their par value;

b) The plan on use of capita raised through the offering of convertible bonds and bonds accompanied with warrants; the proposed plan on use of capital proceeds from the stock issuance to exercise warrants’ rights. A plan on use of proceeds from the bond issuance must clearly define the successful offering rate for the project implementation purpose of at least 70% of the total number of bonds to be offered for sale to implement the projects. A plan on use of capital must contain contents on the plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

3. A contract with a securities company on provision of consultancy on dossiers for registration of public offering of convertible bonds and bonds accompanied with warrants, unless the issuing organization is a securities company.

4. Other documents related to the conversion into stocks (if any).

5. A written commitment of the Board on the implementation of listing bonds on the securities trading system after ending an offering.

6. A decision of the Board of Directors on approving the dossier of offering registration. With regard to public offering of credit institutions’ convertible bonds and bonds accompanied with warrants, such a dossier must contain the State Bank of Vietnam’s written approval of the plan on public issuance of bonds in accordance with the law on credit institutions.

7. The documents specified at Points c and h, Clause 1, and Point d, Clause 2, Point d, Clause 4, Article 18 of the Law on Securities; Clauses 2, 4 and 6, Article 20 of this Decree; and a written commitment on satisfaction of the conditions prescribed at Point e, Clause 1, Article 15 of the Law on Securities.

Article 23. Conditions for public offering of covered bonds

1. Satisfying the conditions prescribed in Article 19 of this Decree.

2. Being guaranteed payment of part or the whole of bond principal and interest by one or some of the following methods:

a) Payment underwriting by a credit institution or branch of a foreign bank;

b) Security with assets of the issuing organization or the third party. Security assets must be evaluated by an organization having the function of valuation and registered and handled in accordance with the law on secured transaction registration.

3. Having bondholder representatives as prescribed in Article 24 of this Decree.

Article 24. Bondholder representatives

1. Before bonds are issued, the issuing organization shall designate the bondholder representative.

2. The bondholder representative must not be the organization underwriting the payment of the issuing institution; the owner of security assets of bonds or the major shareholder or affiliated persons of the issuing organization;

3. A bondholder representative has at least the following responsibilities:

a) To supervise the issuing organization’s compliance with commitments in the dossier of registration for bond offering;

b) To act as a liaison between bondholders, issuing organizations and other related organizations;

c) To request the payment underwriting party to fulfill the underwriting obligation when the issuing organization fails to perform or improperly perform the obligation to pay bond principal and interest;

d) In case where bonds are guaranteed to be paid by the method of security with assets, the bondholder representative shall be the organization receiving and managing the security assets, act on behalf of the bondholder to take measures to settle the security assets in accordance with the signed contractual terms and law provisions on security measures for the performance of civil obligations, except for the case specified at Point dd of this Clause;

dd) In case where the bondholder representative is not entitled to receive security assets in accordance with specialized laws, such bondholder representative must designate a third party to receive security assets. The organization receiving security assets shall be responsible for coordinating with the bondholder representative to manage and implement measures to handle the security assets in accordance with the signed contractual terms and law regulations on security measures for the performance of civil obligations;

e) To report the State Securities Commission in case of detecting that the issuing organization has violations affecting the interests of bondholders.

4. The bondholder representative may change if such change is approved by the number of bondholders representing 65% or more of the total number of bonds of the same type in circulation. In case of changes to other terms in the bondholder representative contract, the change must be simultaneously approved by a competent authority of the issuing organization.

Article 25. Dossiers of registration of public offering of covered bonds

1. Documents specified in Article 20 of this Decree.

2. A written commitment on payment underwriting of the credit institution or foreign bank branch, in case where bonds are guaranteed according to the form of payment underwriting.

3. In case of security with assets: documents proving the ownership to the assets used to ensure the bond payment; commitments of a third party that owns the security assets on the use of such assets to ensure the performance of the bond payment obligation (in case of security with assets of the third party); contract with secured obligations between the owner of the security assets, the bondholder representative, the other party receiving security assets (in case the bondholder representative cannot is not allowed to receive the security assets) and the issuing organization; property insurance contracts (if any) for these assets; valid security asset valuation certificate; the document certifying the registration of the security interest to assets used for security (if any). The document certifying the registration of the security interest to assets used for security must be sent to the State Securities Commission before granting the certificate of offering registration.

4. A bondholder representative contract between the issuing organization and the bondholder representative.

Article 26. Conditions for public offering of bonds in Vietnam dong by an international financial institution

1. An issuing organization is a international financial institution according to the law on credit institutions to which the Socialist Republic of Vietnam is a contracting party.

2. Bonds to be offered are those of a term of at least 10 years.

3. Having an issuance plan and a plan to use the whole proceeds from the public offering of bonds for its projects in Vietnam approved by competent authorities in accordance with law.

4. Total proceeds from the offering in Vietnam do not exceed 30% of the total investment capital of the project.

5. Having commitments to perform the obligation of an issuing institution toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions.

6. Having a commitment to list the bonds on the securities trading system after the end of the offering.

Article 27. Dossiers of registration for public offering of bonds in Vietnam dong by an international financial institution

1. A written registration of offering, made according to the Form No. 07 provided in Appendix attached to this Decree.

2. An issuance plan and plan on use of capital must be approved by the competent authority in accordance with law regulations.

3. A decision on approving the project from a competent agency.

4. A written commitment to fulfilling the obligations of issuing institutions toward investors regarding the conditions for issuance, payment, assurance of rights and legitimate interests of investors and other conditions.

5. A written commitment to list the bonds on the securities trading system after the end of the offering.

Article 28. Conditions for public offering of securities in several drives

1. Conditions for additional offering of stocks, public offering of convertible bonds and bonds accompanied with warrants; conditions for general public offering of bonds in several drives include:

a) The corresponding conditions for the public offering of stocks and bonds;

b) Having a need to mobilize capital in several drives suitable to its investment project or production and business plan approved by a competent authority, except for the case the issuing organization is a credit institution;

c) Having an offering plan clearly stating the volume of stocks or bonds to be offered and expected offering time for each drive.

2. The offering period of each drive must not exceed 90 days. The interval between two offering drives must not exceed 12 months.

Article 29. Dossier of registration for public offering of securities in several drives

1. A dossier of a public company registering for additional public offering of stocks, convertible bonds, bonds accompanied with warrants; or an issuing organization shall register registering for public offering of bonds to offer bonds to the public shall comply with this Decree, in which the prospectus must clearly state the following contents:

a) The project or plan to use capital in several drives;

b) An offering plan clearly stating the objects, volume of stocks or bonds to be offered and expected offering time for each drive.

2. Before each offering drive, the issuing organization must provide additional documents as follows:

a) Documents about the company situation if there is any change and the updated information of the prospectus according to the Form No. 09 provided in Appendix attached to this Decree shall update the changed information (if any);

b) Reports on use of capital generated from the stock offering which are audited by the accredited audit firm if the offering is 06 months or more after the end of the previous offering.

Article 30. Conditions for public offering of securities of companies after the enterprise restructuring process

Conditions for a public company after the enterprise restructuring process for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants; conditions for public offering of bonds by a company after the enterprise restructuring process include:

1. Meeting relevant conditions for the public offering of stocks and bonds, in which the company’s conditions for profitable and non-cumulative business operations are determined in accordance with Clause 2 of this Article.

2. The company’s business operation in the year preceding the year of offering registration is profitable and, at the same time, the company has no accumulated loss up to the year of offering registration shall base on:

a) In case the company registers to offer for sale during the year of enterprise restructuring: pro forma financial information summary reports of the year preceding the year of restructuring of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions; the issuing organization’s latest quarterly financial statements;

b) In case where the company registers to offer for sale in the year immediately following the year of restructuring (in case of consolidation): pro forma financial information summary reports for the accounting period of the last year prior to the time of restructuring of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions; financial statements of the first annual accounting period after the restructuring of the issuing organization, audited by an accredited audit firm that meets the conditions specified in Clause 3, Article 20 of the Law on Securities; the issuing organization’s latest quarterly financial statements (if any). Profitable business operation conditions are determined on the basis of the total profit after tax on the pro forma financial information summary reports for the latest annual accounting period and on the financial statements for the accounting period of the first year;

c) In case where the company registers to offer for sale from the year immediately following the year of restructuring (in case of merger, acquisition, or asset sale), the company registers to offer for sale from the second year after the year of restructuring onwards (in case of consolidation): The latest audited annual financial statement audited by an accredited auditing firm, the latest quarterly financial statement (if any) of the issuing organization.

Article 31. Dossiers of registration for public offering of securities of companies after the enterprise restructuring process

1. In case the company registers to offer for sale during the year of restructuring, the dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements are audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements and reports:

a) Annual financial statements audited by an accredited audit firm of enterprises participating in the restructuring of the two years preceding the year of restructuring;

b) Pro forma financial information summary reports of the year preceding the year of restructuring of the issuing organization, guaranteed by an accredited audit firm of issuing organizations;

c) Financial statements of the accounting period of the last year before the restructuring time of the enterprises participating in the restructuring (in case of consolidation).

2. In case where the company registers to offer for sale in the year immediately following the year of restructuring, the dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements are audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements and reports:

a) Financial statements of the accounting period of the first year after the restructuring time of the issuing organization, audited by an accredited audit firm that meets requirements specified in Clause 3, Article 20 of the Law on Securities and the pro forma financial information summary report for the accounting period of the last year prior to the time of restructuring of the issuing organization, guaranteed by an accredited audit firm (in case of consolidation);

b) Financial statements of the restructuring year, audited by an audit firm accredited by the issuing organization (in case of merger, acquisition or sale of assets);

c) The financial statements of the year preceding the year of restructuring, audited by an accredited audit firm of the enterprises participating in the restructuring.

3. In case where the company registers for offering in the second year immediately following the year of restructuring (in case of consolidation), the dossier of registration for offering includes:

a) A dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the financial statements of the second years preceding the year of registration for offering are replaced by the following statements: Financial statements of the accounting period of the first year after the restructuring time of the issuing organization, audited by an accredited audit firm that meets requirements specified in Clause 3, Article 20 of the Law on Securities; financial statements for the accounting period of the last year prior to the time of restructuring, audited by an accredited audit firm of enterprises participating in the restructuring;

b) The audited financial statements of the year preceding the year of restructuring of the enterprises participating in the restructuring.

4. In case where the company registers for offering from the second year after the year of restructuring (in case of merger, acquisition of enterprises, sale of assets), registers for offering from the third year after the year of restructuring (in case of consolidation), the dossier of registration for offering shall comply with the corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of a public company, on dossier of registration for public offering of bonds as specified in this Decree.

Article 32. Conditions for public offering of securities of companies formed after the enterprise consolidation other than enterprise restructuring

Conditions for a public company formed after the enterprise consolidation (not subject to the case of enterprise restructuring) for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants; conditions for public offering of bonds by a company formed after the enterprise consolidation (not subject to the case of enterprise restructuring) include:

1. Meeting relevant conditions for the public offering of stocks and bonds, in which the enterprise’s conditions for profitable and non-cumulative business operations are determined in accordance with Clause 2 of this Article.

2. The company’s business operation in the year preceding the year of offering registration is profitable and, at the same time, the company has no accumulated loss up to the year of offering registration shall base on:

a) In case the company registers to offer for sale during the year of consolidation: The latest annual financial statement audited by an accredited auditing firm of the company with the largest total asset value among the consolidated companies; the issuing organization’s latest quarterly financial statements;

b) In case the company registers to offer for sale in the year immediately following the year of consolidation: the financial statements for the accounting period of the last year prior to the time of consolidation, audited by an accredited audit firm of the company with the largest total asset value among the consolidated companies that meet the requirements specified in Clause 3, Article 20 of the Law on Securities; financial statements for the accounting period of the first year after the consolidation of the issuing organization, audited by an accredited audit firm that meets the conditions specified in Clause 3, Article 20 of the Law on Securities; the issuing organization’s latest quarterly financial statements (if any). Profitable business operation conditions are determined on the basis of the total profit after tax on the financial statement of the accounting period of the last year of the company with the largest total asset value and on the financial statements for the accounting period of the first year of the issuing organization;

c) In case the company registers to offer for sale from the second year immediately following the year of consolidation: The latest audited annual financial statement audited by an accredited auditing firm, the latest quarterly financial statement (if any) of the issuing organization.

Article 33. Dossiers of registration for public offering of securities of companies formed after the enterprise consolidation other than enterprise restructuring

1. In case where the company registers for offering in the year of consolidation, the dossier of registration for offering includes:

a) The dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements are audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements:

– The annual financial statement audited by an accredited auditing firm of the company with the largest total asset value among the consolidated companies of the last two year.

– The financial statement of the latest annual accounting period before the time of consolidation of the company with the largest total asset value among the consolidated companies.

b) The latest audited annual financial statement of the remaining consolidated companies.

2. In case where the company registers for offering in the year immediately following the year of consolidation, the dossier of registration for offering includes:

a) The dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements are audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements:

– Financial statements of the accounting period of the first year after the consolidation time of the issuing organization, audited by an accredited audit firm that meets requirements specified in Clause 3, Article 20 of the Law on Securities; financial statements for the accounting period of the last year prior to the time of consolidation, audited by an accredited audit firm of the company with the largest total asset value among the consolidated companies satisfying requirements specified in Clause 3, Article 20 of the Law on Securities;

– The financial statement of the year preceding the year of consolidation, audited by an accredited auditing firm of the company with the largest total asset value among the consolidated companies.

b) The audited financial statement of the year preceding the consolidation year of the remaining consolidated companies.

3. In case where the company registers for offering in the second year following the year of consolidation, the dossier of registration for offering includes:

a) A dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the financial statements of the second years preceding the year of registration for offering are replaced by the following statements: Financial statements of the accounting period of the first year after the consolidation time of the issuing organization, audited by an accredited audit firm that meets requirements specified in Clause 3, Article 20 of the Law on Securities; financial statements for the accounting period of the last year prior to the time of consolidation, audited by an accredited audit firm of the company with the largest total asset value among the consolidated companies satisfying requirements specified in Clause 3, Article 20 of the Law on Securities;

b) The audited financial statement of the year preceding the consolidation year of the consolidated companies.

4. In case where the company registers for offering from the third year after the year of consolidation, the dossier of registration for offering shall comply with the corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of a public company, on dossier of registration for public offering of bonds as specified in this Decree.

Article 34. Conditions for public offering of securities of companies after division or separation

1. Conditions for a public company being separated company for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants; conditions for public offering of bonds by a separated company include:

a) Meeting relevant conditions for the public offering of stocks and bonds, in which the company’s conditions for profitable and non-cumulative business operations are determined in accordance with Point b of this Clause;

b) The company’s business operation in the year preceding the year of offering registration is profitable and, at the same time, the company has no accumulated loss up to the year of offering registration shall base on:

In case the company registers for offering in the year of separation and the total asset value of the separating companies is less than 35% of the total asset value of the company before the separation: The latest audited annual financial statement of the company before the separation, audited by an accredited auditing firm, the latest quarterly financial statement of the issuing organization.

In case the company registers for offering in the year of separation and the total asset value of the separating companies accounts for 35% or more of the total asset value of the company before the separation: pro forma financial information summary reports of the year preceding the year of separation, guaranteed by an accredited audit firm with unqualified opinions, the issuing organization’s latest quarterly financial statements.

In case the company registers to offer for sale from the year immediately following the year of separation: The latest audited annual financial statement of the issuing organization, audited by an accredited auditing firm; the latest quarterly financial statement of the issuing organization (if any).

2. Conditions for a public company formed after the division to offer additional stocks to the public, to offer convertible bonds and bonds accompanied with warrants to the public; conditions for a company formed after the division to offer bonds to the public shall comply with the respective regulations on public offering of stocks and bonds.

Article 35. Dossiers of registration for public offering of securities of companies after division or separation

1. In case the company registers to offer for sale during the year of separation, the dossier of registration for public offering of a separated company shall comply with corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements and reports:

a) In case where the total asset value of the separating companies is less than 35% of the total asset value of the company before the separation: financial statements of two years immediately preceding the year of separation, audited by an accredited audit firm of the company before the separation;

b) In case where the total asset value of the separating companies is 35% or more of the total asset value of the company before the separation: Annual financial statements audited by an accredited audit firm of the company before the separation of two years immediately preceding the year of separation, pro forma financial information summary reports of the year immediately following the year of separation of the issuing organization, guaranteed by an accredited audit firm.

2. In case the company registers to offer for sale in the year immediately following the year of separation, the dossier of registration for public offering of a separated company shall comply with corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements and reports:

a) Financial statements of the year preceding the year of offering registration of the issuing organization, audited by the accredited auditing firm;

b) Financial statements of the years immediately preceding the year of separation of the company before the separation, audited by an accredited audit firm.

3. In case where the company registers for offering from the second year after the year of separation, the dossier of registration for offering of the separated company shall comply with the corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of a public company, on dossier of registration for public offering of bonds as specified in this Decree.

4. The dossier of registration for public offering of a company formed after the division shall comply with the corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of a public company, on dossier of registration for public offering of bonds as specified in this Decree.

Article 36. Conditions for public offering of securities in Vietnam by an enterprise established and operating under foreign laws

1. Its business operation in the year preceding the year of offering registration shall be profitable, and at the same time it has no accrued loss up to the year of offering registration and has no payable debt which has been overdue for more than 01 year (in case of offering non-convertible bonds, unaccompanied with warrants) according to international accounting standards;

2. Having a decision on approving the issuance plan and plan on using proceeds from the public offering of securities to invest in projects in Vietnam and approving a plan on payment of capital debts (in case of issuing bonds), issued by the competent authority.

3. Having an investment project into Vietnam, approved by a Vietnam-based competent authority. Total proceeds from the offering in Vietnam do not exceed 30% of the total investment capital of the project.

4. The foreign issuing organization neither transfers raised capital abroad nor withdraws its contributed own capital during the period of its licensed project.

5. Having obtained commitment(s) to purchase all for resale or purchase the remaining securities not yet fully distributed for issuance underwriting of at least one securities company licensed for securities issuance underwriting in Vietnam.

6. The issuing organization must open a frozen account to receive payments for offered securities.

7. Having a supervisory bank to supervise the use of proceeds from the offering.

8. Having a securities company’s consultancy on dossiers for registration of public offering of securities.

9. Having a commitment to list or register for stock transactions, bond listing on the securities trading system after the end of the offering.

10. Having commitments to perform the obligation of an issuing institution toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions, for the case of bond offering.

Article 37. Dossier of registration for public offering of stocks in Vietnam by an enterprise established and operating under foreign laws

1. A written registration of offering, made according to the Form No. 05 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. The issuing organization’s charter.

4. A decision of the Shareholders’ General Meeting approving an issuance plan and a plan on use of capital raised through the offering, the listing or registration of stocks for trading in a securities trading system.

5. The latest financial statement audited by an audit firm accredited by the competent state agency in the host country, the latest quarterly financial statement. The financial statements of the issuing organization must be made according to the international financial statement standards.

6. A decision of the Vietnam-based competent authority approving the investment projects.

7. A commitment to purchase all for resale or purchase the remaining stocks not yet fully distributed for issuance underwriting, with at least contents in the Form No. 04 provided in Appendix attached to this Decree. In case where an issuance-underwriting combination is available, the issuance underwriting commitment must be enclosed with a contract among issuance-underwriting organizations.

8. A written confirmation of the bank or foreign bank branch on the opening of a frozen account to receive payments for offered securities.

9. A written confirmation of the bank conducting supervision of the use of capital in term of supervising the use of proceeds from the offering by the issuing organization.

10. A contract with a securities company on provision of consultancy on dossier of registration of public offering of securities.

11. A decision on approving the dossier for registration of public offering of stocks of the Board of Directors.

Article 38. Dossier of registration for public offering of bonds in Vietnam by an enterprise established and operating under foreign laws

1. A written registration of offering, made according to the Form No. 07 provided in Appendix attached to this Decree.

2. A decision of the Shareholders’ General Meeting or Board of Directors or Members’ Council or the company’s owner approving an issuance plan and a plan on use and repayment of capital raised through the public offering of bonds, and the registration for listing of bonds in a securities trading system.

3. A commitment to perform the obligation of an issuing institution toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions.

4. A commitment with a securities established and operating in Vietnam, to purchase all for resale or purchase the remaining bonds not yet fully distributed for issuance underwriting, made according to the Form No. 08 provided in Appendix attached to this Decree. In case where an issuance-underwriting combination is available, the issuance underwriting commitment must be enclosed with a contract among issuance-underwriting organizations.

5. A decision of the Board of Directors or Members’ Council or the owner of the company on approving the dossier for registration of public offering of bonds.

6. Documents prescribed in Clauses 2, 3, 5, 6, 8, 9 and 10, Article 37 of this Decree.

Article 39. Conditions for public offering of securities by a credit institution placed under special control

1. Satisfying corresponding conditions on public offering of stocks and bonds in Clauses 1, 2, 3 and 4, Article 15 of the Law on Securities and this Decree; except for conditions of having no payable debt which has been overdue for more than 01 year (for offering non-convertible bonds, unaccompanied with warrants) and conditions on profitable business operations and having no accumulated loss.

2. Having a plan on restructuring a credit institution placed under special control, approved by the competent authority.

3. Having a proposal on charter capital increase approved by the State Bank of Vietnam in accordance with law provisions on credit institutions.

Article 40. Dossier for registration of public offering of securities by a credit institution placed under special control

1. A dossier for registration of public offering of stocks and bonds shall comply with corresponding regulations in Articles 11, 12, 20, 22 and 25 of this Decree.

2. A decision of the authority competent to approve the plan on restructuring a credit institution placed under special control.

3. A written document of the State Bank of Vietnam approving a proposal on charter capital increase in accordance with law provisions on credit institutions.

Article 41. Order and procedures for public offering of securities

1. Issuing organizations and shareholders registering for offering shall submit dossiers of registration of public offering of securities to the State Securities Commission.

2. Issuing organizations and shareholders registering for offering shall be responsible for amending and supplementing dossiers of registration of public offering of securities according to Article 22 of the Law on Securities.

3. Within 07 working days after receiving a notice from the State Securities Commission on requesting for complete procedures for issuing certificates of registration for public offering of securities, issuing organizations and shareholders registering for offering shall send 06 official prospectuses to the State Securities Commission for completion of procedures for issuing certificates of registration for public offering of securities.

4. The State Securities Commission shall issue certificate of registration for public offering of securities or refuse according to Article 25 of the Law on Securities.

5. Within 07 working days after its certificate of registration of public offering of securities becomes effective, an issuing institution or shareholder registering for offering shall publish an issuance announcement on an online newspaper or a printed newspaper for 03 consecutive issues according to Clause 3, Article 25 of the Law on Securities and make information disclosure on websites of the issuing organization, institutional shareholder registering for offering (if any) and the Stock Exchange. The official prospectus must be published on websites of the issuing organization, institutional shareholder registering for offering (if any) and the Stock Exchange at the same time.

6. An issuing organization or shareholder registering for offering shall distribute securities in accordance with Article 26 of the Law on Securities.

7. An issuing institution or issuance underwriting organization or shareholder registering for offering shall send a report on results of an offering to the State Securities Commission within 10 days after the completion of the offering, accompanied with a written certification by a bank or foreign bank branch where a frozen account is opened of the proceeds from the offering in accordance with Clause 5, Article 26 of the Law on Securities and make information disclosure on websites of the issuing organization or institutional shareholder registering for offering (if any) and the Stock Exchange on results of an offering.

8. Within 03 working days after receiving valid and complete documents reporting results of an offering, the State Securities Commission shall be responsible for:

a) Sending a written notice to the issuing organization or shareholder registering for offering on the receipt of results of an offering or issue a decision on cancellation of the public offering of securities if the results of an public offering of securities of the issuing organization fall into the cases specified at Points b and c, Clause 1, Article 28 of the Law on Securities; at the same time, send it to the Vietnam Securities Depository and Clearing Corporation;

b) Publishing information on the receipt of results of a public offering or a decision on cancellation of the public offering of securities on the State Securities Commission’s website.

9. After receiving a notice on the receipt of results of a public offering by the State Securities Commission, the issuing organization and shareholder registering for offering may request to cancel the blockage of proceeds from an offering.

Article 42. Handling odd stocks and stocks which are not registered for purchase or are not paid by investors

1. The issuing organization distributing the number of odd stocks and stocks which are not registered for purchase or are not paid by investors for one or several identified investors (except for the case of offering for existing shareholders corresponding to their holding rate in the company) must ensure that conditions for offering, conditions on investors’ rights and obligations is not more convenient than conditions for offering of existing shareholders, unless otherwise approved by the Shareholders’ General Meeting.

2. The Shareholders’ General Meeting or Board of Directors shall determine criteria and the list of investors eligible for purchasing stocks as prescribed in Clause 1 of this Article. Persons with interests related to the distribution of stocks may not participate in the voting. Such stocks are restricted from transfer for at least 01 year after the date of completion of the offering.

3. The distribution of stocks specified in Clause 1 of this Article to investors must be approved by the Shareholders’ General Meeting if it falls into the following cases:

a) Offering to organizations, individuals and affiliated persons, making their holding rate exceed the holding rate prescribed at Points a and b, Clause 1, Article 35 of the Law on Securities;

b) Offering to of organizations, individuals and affiliated persons of stocks equal to 10% or more of the charter capital of the issuer in an offering or in offerings, issuances within the last 12 months.

4. Conditions of transfer restriction as prescribed in Clause 2 of this Article shall not apply to stocks bought by the issuance-underwriting organization according to the commitment in the issuance underwriting contract and in case of handling odd stocks.

Section 3. PRIVATE OFFERING OF STOCKS

Article 43. Dossier of registration for private offering of stocks by a public company

1. A written registration of offering, made according to the Form No. 10 provided in Appendix attached to this Decree.

2. The decision of the Shareholders’ General Meeting adopting the issuance plan and the plan on use of proceeds from the offering, in which:

a) An issuance plan must clearly state Offering objectives; quantity of stocks to be offered for sale; offering price or principles to determine the offering price or authorizing the Board of Directors to determine the offering price; criteria to select investors; the number of investors; strategic investors, professional securities investors and the number of stocks to be offered to each investor or authorizing to the Board of Directors to determine professional securities investors. Persons with interests related to the offering may not participate in the voting. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) In case of offering to mobilize money to implement a project, the plan on using proceeds from the offering must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

3. The decision of the Board of Directors approving subjects of offering those are professional securities investors, in case the Board of Directors is authorized by the Shareholders’ General Meeting. Persons with interests related to the offering of stocks may not participate in the voting.

4. A decision of the Board of Directors on approving the dossier of offering registration. With regard to the offering of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. With regard to the offering of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

5. A decision of the Shareholders’ General Meeting or Board of Directors (in case where the Board of Directors is authorized by the Shareholders’ General Meeting) approving the plan to ensure that the stock issuance satisfies regulations on foreign holding rate.

6. An issuing organization’s commitment on avoiding violating regulations on cross-ownership mentioned in the Law on Enterprises.

7. A written confirmation of the bank or foreign bank branch on the opening of a frozen account to receive payments for offered stocks.

8. Documents providing information on the offering to investors (if any).

9. Documents on using the proceeds from the offering (if any).

Article 44. Condition for private offering of stocks at prices lower than their par value by public companies

1. Subjects participating in the offering only include strategic investors and the transfer of stocks is banned for at least 03 years, after the date of completion of the offering, except for the case of executing a legally effective court judgment or ruling or an arbitration award or in case of inheritance in accordance with law.

2. The issuance must not lead to the cross-ownership mentioned in the Law on Enterprises.

3. Complying with Points a, d and dd, Clause 1, Article 31 of the Law on Securities and Clauses 1 and 2, Article 17 of this Decree.

Article 45. Dossier of registration for private offering of stocks at prices lower than their par value by public companies

1. The decision of the Shareholders’ General Meeting adopting the issuance plan and the plan on use of proceeds from the offering, in which:

a) An issuance plan must clearly state Offering objectives; quantity of stocks to be offered for sale; offering price or principles to determine the offering price or authorizing the Board of Directors to determine the offering price; criteria to select investors; list of strategic investors and the number of stocks to be offered to each investor. Persons with interests related to the offering of stocks may not participate in the voting. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) In case of offering to raise capital to implement a project, the plan on using proceeds from the offering must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

2. The stock reference price list of the 60 consecutive trading days preceding the date of closing the list of shareholders to collect opinions or hold a general meeting of Shareholders to approve the issuance plan certified by a securities company.

3. The latest annual financial statement audited by an accredited audit firm.

4. Documents prescribed in Clauses 1, 4, 5, 6, 7, 8 and 9, Article 43 of this Decree.

Article 46. Conditions for private offering of preferred stocks accompanied with warrants by a public company

1. Preference shares accompanied with warrants are prescribed in the company charter.

2. Interval between two consecutive private offerings or issuances must be at least 06 months from the date of completion of the latest private offering or issuance as prescribed in Clause 7, Article 48 of this Decree.

3. Conditions specified at Points a, b, c and dd, Clause 1, Article 31 of the Law on Securities.

Article 47. Dossier of registration for private offering of preferred stocks accompanied with warrants by a public company

1. The decision of the Shareholders’ General Meeting adopting the issuance plan and the plan on use of proceeds from the offering, in which:

a) An issuance plan must clearly state Types of stocks to be offered; characteristics of preferred stocks accompanied with warrants; the number of preferred stocks accompanied with warrants; offering price or principles to determine the offering price or authorizing the Board of Directors to determine the offering price; criteria for investor selection; the number of investors; strategic investors, professional securities investors and the number of stocks offered to each investor or authorized to the Board of Directors to determine the professional securities investors; plans to exercise rights of warrants (conditions, term, the rate of exercising rights; price or methods to calculate issuing price; approving or authorizing the Board of Directors to approve the plan to ensure the stock issuance in order to exercise the right of satisfying regulations on foreign holding rate and other terms). Persons with interests related to the offering may not participate in the voting. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) A plan on use of proceeds includes: The plan on use of proceeds from the offering of preferred stocks accompanied with warrants and the proposed plan on use of capital proceeds from the stock issuance to exercise rights. In case of offering to raise capital to implement a project, the proceed use plan must include contents on a plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

2. The issuing organization’s charter.

3. Documents prescribed in Clauses 1, 3, 4, 5, 6, 7, 8 and 9, Article 43 of this Decree.

Article 48. Order and procedures for private offering of stocks

1. An issuing organization shall submit a dossier of registration for private offering of stocks to the State Securities Commission.

2. Within 07 working days from the date on which the complete and valid dossier is received, the State Securities Commission shall issue a written approval and post the receipt of sufficient dossier of registration for private offering of stocks by the issuing organization on its website. In case of refusal, it shall issue a written document which clearly state reasons.

3. An issuing organization must complete the private offering within 90 days from the date on which the State Securities Commission issue a written approval.

4. An issuing institution shall send a report on results of an offering to the State Securities Commission within 10 days after the completion of the offering, accompanied with a written certification by a bank or foreign bank branch where a frozen account is opened of the proceeds from the offering and make information disclosure on websites of the issuing organization and the Stock Exchange on results of an offering.

5. Within 03 working days after receiving valid and sufficient reporting documents on results of an offering, the State Securities Commission shall notify in writing on the receipt of the report on results of an offering to the issuing organization, at the same time, send it to the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation and post the receipt of results of an offering on the State Securities Commission’s website.

6. After receiving a notice on the receipt of results of an offering by the State Securities Commission, the issuing organization may request to cancel the blockage of proceeds from an offering.

7. Interval between two consecutive private offerings or issuances of securities must be at least 06 months from the date of completion of the latest private offering or issuance, including: Private offering of stocks, convertible bonds, bonds accompanied with warrants and preferred stocks accompanied with warrants; issuing stocks for swap with shares for shareholders of a non-public joint-stock company, issuing stocks for  swap with capital contribution portions for capital-contributing members in a limited liability company; issuing stocks for swap with shares for specified shareholders in a public company; issuing stocks for debt swap.

Section 4. ISSUING STOCKS FOR SWAP

Article 49. Conditions for issuing stocks for swap with shares for shareholders of a non-public joint-stock company, swap with capital contribution portions for capital-contributing members in a limited liability company by a public company

1. Having a plan on stock issuance for swap, approved by the Shareholders’ General Meeting of the issuing organization.

2. Issued stocks subject to transfer restrictions for at least 01 year from the date of completion of the issuing, except for the case the transfer is carried out according to a legally effective court judgment or ruling or an arbitration award or in case of inheritance in accordance with law.

3. Stocks and contributed capital portions are allowed to swap without transfer restriction at the time of swap according to the company charter and law provisions.

4. Having the latest annual financial statement audited by an accredited audit firm of a company having shares or capital contribution portions for swap. Audit opinions for financial statements are unqualified opinions.

5. The issuance of stocks for swap must satisfy regulations on the foreign holding rate as prescribed by laws.

6. The swap must ensure not to violate regulations on cross-ownership mentioned in the Law on Enterprises.

7. Having opinions from the National Competition Committee on economic concentration allowed to be performed or conditional economic concentration in case of swap, leading to the economic concentration subject to the economic concentration threshold requiring notice.

8. Interval between two consecutive private offerings or issuances must be at least 06 months from the date of completion of the latest private offering or issuance as prescribed in Clause 7, Article 48 of this Decree.

Article 50. Dossier of registration for issuing stocks for swap with shares for shareholders of a non-public joint-stock company, swap with capital contribution portions for capital-contributing members in a limited liability company by a public company

1. A written registration of issuing made according to the Form No. 11 provided in Appendix attached to this Decree.

2. A decision approving the issuance plan of the Shareholders’ General Meeting of the issuing organization, clearly stating: The issuance purpose; amount of stocks projected to be issued, list of investors, amount of stocks projected to be issued for swap for each investor; determination method and swap ratio. Persons with interests related to the issuance of stocks may not participate in the voting.

3. A written commitment of an organization or individual holding shares or capital contribution portions for swap or written certification by the at-law representative of the company having shares or capital contribution portions for swap that such shares or capital contribution portions are not subject to any transfer restriction.

4. A latest annual financial statement audited by an accredited audit firm of an issuing organization or a company having shares or capital contribution portions for swap.

5. A decision of the Shareholders’ General Meeting or Board of Directors (in case where the Board of Directors is authorized by the Shareholders’ General Meeting) approving the plan to ensure that the stock issuance satisfies regulations on foreign holding rate.

6. An issuing organization’s commitment on ensuring to avoid violating regulations on cross-ownership mentioned in the Law on Enterprises.

7. The National Competition Committee’s document on conducted economic concentration or conditional economic concentration in the event of a public bid resulting in activities of economic concentration falling under the threshold of economic concentration requiring notice.

8. Documents providing information on the issuance to investors (if any).

9. A decision of the Board of Directors on approving the dossier of issuance registration. With regard to the issuance of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. With regard to the issuance of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

Article 51. Conditions for issuing stocks for swap with shares for specified shareholders in other public companies by a public company

1. Conditions prescribed in Article 49 of this Decree.

2. Having obtained written on-principle consents of subjects eligible for swap regarding the share swap.

3. In case where the share swap leads to the holding rate of the issuing organization and the affiliated persons in other public companies equal the level where public bid is required as prescribed in Article 35 of the Law on Securities, the swap must be approved by the Shareholders’ General Meeting of the public company having shares for swap.

Article 52. Dossier of registration for issuing stocks for swap with shares for specified shareholders in other public companies by a public company

1. Documents specified in Article 50 of this Decree.

2. A written on-principle consents of subjects eligible for swap regarding the share swap.

3. A decision of the Shareholders’ General Meeting of the public company having shares for swap, for the cases specified in Clause 3, Article 51 of this Decree.

Article 53. Conditions for issuing stocks for public bid by a public company

A public company issuing stocks for swap with shares for unspecified shareholders in other public companies must implement according to the method of public bid by issued stocks, including the following conditions:

1. Having a plan on stock issuance, approved by the Shareholders’ General Meeting of the issuing organization.

2. Having financial statements of the issuing organization in the 02 latest years which satisfy regulations specified in Clause 3, Article 12 of this Decree, the latest annual financial statement of the company having shares for swap which is audited by an accredited audit firm.

3. An issuing organization shall designate a securities company to act as a public bidding agent.

4. The company has received a securities company’s consultancy on its dossier of registration for issuance of stocks for swap, unless the issuing organization is a securities company.

5. The company commits and is obliged to list its stocks or register stock trading in a securities trading system after the issuance is completed.

6. Conditions specified at Points a and e, Clause 1, Article 15 of the Law on Securities and Clauses 5, 6 and 7, Article 49 of this Decree.

Article 54. Dossier of registration for issuing stocks for public bid by a public company

1. A written registration of issuing made according to the Form No. 12 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. The issuing organization’s charter.

4. A decision of the Shareholders’ General Meeting of the issuing organization approving an issuance plan or registration for trading in a securities trading system; in which the issuance plan must clearly state the purpose of issuing stocks for public bid, amount of stocks projected to be issued, determination method and swap ratio. In case the issuance plan to swap shares results in the issuing organization and affiliated persons holding 80% or more of the voting stocks of the public company, the amount of stocks projected for swap approved by the Shareholders’ General Meeting must meet the provisions specified at Point c, Clause 1, Article 35 of the Law on Securities.

5. Financial statements of the issuing organization for the latest 02 years which satisfy regulations specified in Clause 3, Article 20 of the Law on Securities and the latest annual financial statement of the company having shares for swap, which is audited by an accredited audit firm.

6. A written commitment of the Board of Directors on deploying the listing or registration for stock trading on the securities trading system.

7. A contract with a securities company on provision of consultancy on dossier of registration of stock issuance or acting as a public bidding agent, except for the case where the issuing organization is a securities company.

8. A decision of the Board of Directors on approving the dossier of issuance registration. With regard to the issuance of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. With regard to the issuance of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

9. A written commitment of the issuing organization on satisfying regulations specified at Point e, Clause 1, Article 15 of the Law on Securities.

10. Documents prescribed in Clauses 5, 6 and 7, Article 50 of this Decree.

Article 55. Conditions for issuing stocks for swap under a consolidation or merger contract

1. Cases of issuing stocks for swap under a consolidation or merger contract which must be registered with the State Securities Commission include:

a) Issuing stocks for swap of shares or capital contribution portions under a consolidation contract between a public company and other consolidated companies;

b) A public company issues stocks for swap of all outstanding stocks of a joint-stock company, all capital contribution portions of a limited liability company under a consolidation contract.

2. Conditions for issuing stocks for swap under a consolidation or merger contract include:

a) Having a consolidation or merger plan, a plan on issuing stocks for swap and a plan on business operation after the consolidation or merger, which are approved by the Shareholders’ General Meeting or the Board of Directors or owners of companies involved in the consolidation or merger as prescribed. The votes of shareholders, members with related interests are counted as valid votes;

b) Having a consolidation or merger contract signed between the parties involved in the consolidation or merger in accordance with the Law on Enterprises or specialized laws, accompanied with draft charter of the consolidating company or merging company;

c) Having the latest annual financial statements of companies involved in the consolidation or merger which are audited by an accredited audit firm;

d) Having opinions from the National Competition Committee on economic concentration allowed to be performed or conditional economic concentration in case of swap, leading to the economic concentration subject to the economic concentration threshold requiring notice;

dd) The issuance of stocks for swap must satisfy regulations on the foreign holding rate as prescribed by laws;

e) Conditions specified at Points e, g and h, Clause 1, Article 15 of the Law on Securities.

Article 56. Dossier of registration for issuing stocks for swap under a consolidation or merger contract

1. A written registration of issuing, made according to the Forms No. 13, 14 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. A decision of the Shareholders’ General Meeting or the Members’ Council or the owner of companies involved in the consolidation or merger approving a consolidation or merger plan; a plan on issuance of stocks for swap and a plan on business operation after the consolidation or merger; approving the listing or registering for trading on the securities trading system.

4. A consolidation or merger contract.

5. A draft charter of the consolidating company or merging company.

6. The latest annual financial statement audited by an accredited audit firm, quarterly financial statements specified in Clause 5, Article 20 of the Law on Securities of companies involved in the consolidation or merger.

7. The National Competition Committee’s document on conducted economic concentration or conditional economic concentration in the event of a public bid resulting in activities of economic concentration falling under the threshold of economic concentration requiring notice.

8. A decision of the Members’ Council or owner of the company or Shareholders’ General Meeting or Board of Directors (in case of being authorized by the Shareholders’ General Meeting) of companies involved in the consolidation or merger approving the plan to ensure that the stock issuance satisfies regulations on foreign holding rate.

9. A written commitment of parties involved in the consolidation or merger on satisfying regulations specified at Point e, Clause 1, Article 15 of the Law on Securities.

10. A contract with a securities company on provision of consultancy on dossier of registration of issuance of stocks, unless the issuing organization is a securities company.

11. A decision of the Board of Directors or Members’ Council or owner of the companies involved in the consolidation or merger approving the dossier of registration for issuance. With regard to the issuance of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. With regard to the issuance of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

12. Written commitments of the Boards of Directors or chairpersons of Members’ Councils or presidents of consolidated companies, Boards of Director of the merging company on deploying the listing or registration for stock trading on the securities trading system.

Article 57. Conditions for issuing stocks for debt swap by a public company

1. Having a plan of issuance for debt swap approved by the Shareholders’ General Meeting.

2. Debts to be swapped must be debts presented in the latest annual financial statement that is audited by an accredited audit firm and approved by the Shareholders’ General Meeting.

3. Having obtained written on-principle consents of creditors regarding the debt swap.

4. Interval between two consecutive private offerings or issuances must be at least 06 months from the date of completion of the latest private offering or issuance as prescribed in Clause 7, Article 48 of this Decree.

5. Conditions prescribed in Clauses 2, 5, 6 and 7, Article 49 of this Decree.

Article 58. Dossier of registration for issuing stocks for debt swap by a public company

1. A written registration of issuing made according to the Form No. 15 provided in Appendix attached to this Decree.

2. A decision approving the issuance plan of the Shareholders’ General Meeting, clearly stating: the issuance purpose, amount of stocks projected to be issued, list of creditors, value of payable debts to be swapped and amount of stocks projected for swap for each creditor, determination method and swap ratio. Persons with interests related to the issuance of stocks may not participate in the voting.

3. The issuing organization’s latest annual financial statement audited by an accredited audit firm.

4. A written on-principle consents of creditors regarding the debt swap.

5. Documents prescribed in Clauses 5, 6, 7, 8 and 9, Article 50 of this Decree.

Article 59. Order and procedures for issuing stocks for swap

1. Order and procedures for issuance for cases specified in Articles 49, 51 and 57 of this Decree are similar to the order and procedures for registration for private offering of securities (except for provisions on blocked accounts) and the report on results of the issuance shall comply with Clause 3 of this Article.

2. Order and procedures for issuance for cases specified in Articles 53 and 55 of this Decree are similar to the order and procedures for registration for public offering of securities (except for provisions on blocked accounts), in which:

a) Within 30 days after receiving a complete and valid dossier of registration for issuing stocks for swap, the State Securities Commission shall grant a certificate of registration for issuing stocks; in case of refusal to grant such a certificate, it shall reply in writing, clearly stating the reason;

b) Time for the investors to register for swap is at least 20 days and the report on results of the issuance shall comply with Clause 3 of this Article.

3. Except for the case of issuing stocks for public bid as prescribed i Article 53 of this Decree, within 10 days after the date of completion of the issuance, the issuing organization must send a report on results of the issuance to the State Securities Commission and disclose information on results of the issuance on websites of the issuing organization and the Stock Exchange. The report on results of the issuance of stocks for swap under a consolidation contract must be accompanied with an enterprise registration certificate of the company formed after consolidation.

4. In case where a public company issues stocks for public bid under Article 53 of this Decree, in addition to the order and procedures for issuance specified in Clause 2 of this Article, the public company must comply with principles of public bid and fully carry out procedures for public bid as prescribed in Section 7 of this Chapter. A dossier of registration for issuance of stocks concurrently is a dossier of registration for public bid of stocks.

Section 5. OTHER CASES OF OFFERING AND ISSUANCE

Article 60. Conditions for issuing stocks to pay dividends by a public company

1. Having a plan of issuing stocks to pay dividends approved by the Shareholders’ General Meeting.

2. Having undistributed after-tax profits that are enough to pay dividends on a basis of the latest annual financial statement audited by an accredited audit firm. In case where the public company is a parent company issuing stocks to pay dividends, profits to be decided for distribution must not exceed the undistributed after-tax profits as recorded in the audited consolidated financial statement. In case where the profits to be decided for distribution are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company, the company may only carry out the distribution after transferring profits from subsidiary companies to the parent company.

3. Having a plan on handling of fractional shares and odd lots (if any), approved by the Shareholders’ General Meeting or the Board of Directors.

4. Having a proposal for charter capital increase approved by the State Bank of Vietnam according to the law on credit institutions with regard to the issuance of stocks by credit institutions or having the charter capital increase approved by the Ministry of Finance according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

Article 61. Reporting documents on the stock issuance to pay dividends by a public company

1. A report of issuing made according to the Form No. 16 provided in Appendix attached to this Decree.

2. A decision approving the issuance plan of the Shareholders’ General Meeting.

3. A decision of the Board of Directors on approving the implementation of the issuance plan.

4. The latest annual financial statement audited by an accredited audit firm.

5. Decisions of the subsidiary companies’ competent authorities, approving the profit distribution and statements certified by the banks, proving the transfer of profits from subsidiary companies to the parent company in case the profits to be decided for distribution are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company.

6. A decision approving the plan on handling the fractional shares and odd lots (if any) of the Shareholders’ General Meeting or the Board of Directors.

7. A written document approving a proposal for charter capital increase of the State Bank of Vietnam according to the law on credit institutions with regard to the issuance of stocks by credit institutions or a written document approving the charter capital increase of the Ministry of Finance according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

Article 62. Conditions for issuance of stocks to increase share capital from equity sources by a public company

1. Having a plan of issuing stocks to increase share capital from equity sources approved by the Shareholders’ General Meeting.

2. The equity sources must be enough to increase share capital. To be specific:

a) The equity sources to increase share capital shall be based on the financial statement of the latest period which is audited by an accredited audit firm, including the following sources: share capital surplus; development investment fund; undistributed after-tax profits; and other funds (if any), which are used for supplementing the charter capital in accordance with law;

b) In case where a public company is the parent company issuing stocks to increase share capital from share capital surplus, development investment fund and other funds, the sources for implementation shall be based on the financial statement of the parent company;

c) In case where the public company is a parent company issuing stocks to increase share capital from undistributed after-tax profits, the profits to be decided for distribution must not exceed the undistributed after-tax profits as recorded in the audited consolidated financial statement. In case where the profits to be decided for distribution are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company, the company may only carry out the distribution after transferring profits from subsidiary companies to the parent company.

3. It is required to ensure that the total value of the sources mentioned at Point a, Clause 2 of this Article is not lower than the total value of the share capital increased under the plan approved by the Shareholders’ General Meeting.

4. Conditions prescribed in Clauses 3 and 4, Article 60 of this Decree.

Article 63. Reporting documents on the stock issuance to increase share capital from equity sources by a public company

1. Documents prescribed in Clauses 1, 2, 3, 4, 6 and 7, Article 61 of this Decree.

2. Decisions of the subsidiary companies’ competent authorities, approving the profit distribution and statements certified by the banks, proving the transfer of profits from subsidiary companies to the parent company in case where the parent company issues stocks to increase share capital from undistributed after-tax profits and the capital sources for implementation are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company.

Article 64. Conditions for issuing stocks under the program selected for the company’s employees by a public company

1. Having a plan of issuing stocks under the program selected for employees approved by the Shareholders’ General Meeting.

2. The total amount of stocks issued under the program in every 12 months shall not exceed 5% of the company’s outstanding stocks.

3. Having criteria and a list of employees eligible to join the program, principles to determine the amount of stocks to be distributed for each subject and time of implementation approved by the Shareholders’ General Meeting or authorized to the Board of Directors for approval.

4. In case of issuing bonus stocks for employees, the equity sources must be enough to increase share capital. To be specific:

a) The equity sources used to issue bonus stocks for employees shall be based on the financial statement of the latest period which is audited by an accredited audit firm, including the following sources: share capital surplus; development investment fund; undistributed after-tax profits; and other funds (if any), which are used for supplementing the charter capital in accordance with law;

b) In case where a public company is the parent company issuing stocks to reward employees from share capital surplus, development investment fund and other funds, the sources for implementation shall be based on the financial statement of the parent company;

c) In case where the public company is a parent company issuing stocks to reward employees from undistributed after-tax profits, the profits decided to be used as a bonus for employees must not exceed the undistributed after-tax profits as recorded in the audited consolidated financial statement. In case where the profits decided to be used as a bonus for employees are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company, the company may only carry out the distribution after transferring profits from subsidiary companies to the parent company.

5. In case where the company issues bonus stocks for employees, it is required to ensure that the total value of the sources mentioned in Clause 4 of this Article is not lower than the total value of the share capital increased under the plan approved by the Shareholders’ General Meeting.

6. The issuing organization must open a frozen account to receive payment for stock purchase from employees, except for the case if issuing bonus stocks for employees.

7. In case of issuing for employees being foreign investors, the issuance of stocks must meet law regulations on foreign holding rate.

8. Issued stocks are restricted from transfer for at least 01 year after the date of completion of the issuance.

9. Conditions prescribed in Clause 4, Article 60 of this Decree.

Article 65. Reporting documents on issuance of stocks under programs selected for the company’s employees of a public company

1. A report of issuing stocks, made according to the Form No. 17 provided in Appendix attached to this Decree.

2. A decision approving the plan on issuing stocks for employees of the Shareholders’ General Meeting, in which the issuance plan must clearly state: the amount of stocks to be issued, issuing price or principles to determine the issuing price or authorizing the Board of Directors to determine the issuing price. In case where the issuance plan does not specify the issuing price or the principle of determining the issuing price, the issuing price shall be determined according to the Law on Enterprises. Persons with interests related to the issuance may not vote for approval of this content.

3. A decision of the Shareholders’ General Meeting or the Board of Directors (in case of being authorized by the Shareholders’ General Meeting), approving the criteria and list of employees eligible to join the program, principles to determine the amount of stocks to be distributed to each subject and time of implementation. Persons with interests related to the issuance may not vote for approval of this content.

4. The financial statement for the latest period audited by an accredited audit firm in case of issuing bonus stocks for employees.

5. Decisions of the subsidiary companies’ competent authorities, approving the profit distribution and statements certified by the banks, proving the transfer of profits from subsidiary companies to the parent company in case of using undistributed after-tax profits as a source to issue bonus stocks for employees and the capital sources for implementation are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company.

6. A written confirmation of the bank or foreign bank branch on the opening of a frozen account to receive payments for stocks, except for the case of issuing bonus stocks for employees.

7. A decision of the Shareholders’ General Meeting or Board of Directors (in case where the Board of Directors is authorized by the Shareholders’ General Meeting) approving the plan to ensure that the stock issuance satisfies regulations on foreign holding rate, for case of issuing stocks for employees being foreign investors.

8. Documents prescribed in Clauses 3 and 7, Article 61 of this Decree.

Article 66. Securities used by Vietnam-based foreign institutions as bonuses for their Vietnamese employees

1. The exercise of the rights associated with bonus securities shall comply with Vietnam’s regulations on foreign exchange management.

2. Securities used as bonuses for employees in Vietnam may not be traded on Vietnam’s securities market, except for the case the transfer is carried out according to a legally effective court judgment or ruling or an arbitration award or in case of inheritance in accordance with law.

Article 67. Order and procedures for issuing stocks for conversion of convertible bonds by a public company

1. A public company shall issue stocks for conversion of convertible bonds under the registered issuance plan and comply with law regulations. In case of converting convertible bonds before the transfer restriction period expires, the issued shares shall be restricted to transfer within the remaining transfer restriction period of convertible bonds.

2. Within 10 days from the date of issuing stocks for conversion of convertible bonds, the issuing organization must send a report on results of the issuance to the State Securities Commission, accompanied with the State Bank of Vietnam’s written document approving the proposal for charter capital increase according to the law on credit institutions with regard to issuance of stocks by credit institutions; at the same time, disclose information on results of the issuance on websites of the issuing organization and the Stock Exchange.

3. Within 03 working days from the date on which the complete and valid reporting documents on results of the issuance are received, the State Securities Commission shall notify in writing on the receipt of the issuance result report to the issuing organization, at the same time, send them to the State Securities Commission, Vietnam Securities Depository and Clearing Corporation and post such receipt on the State Securities Commission’s website.

Article 68. Order and procedures for issuing stocks to exercise the warrant’s rights by a public company

1. A public company shall send a report on issuing stocks to exercise the warrant’s rights to the State Securities Commission before exercising the warrant’s rights, including the following documents:

a) A report of issuing made according to the Form No. 18 provided in Appendix attached to this Decree;

b) A decision of the Shareholders’ General Meeting approving the plan on use of capital in case where there is change in the plan on use of proceeds from the issuance compared to the projected capital use plan approved by the Shareholders’ General Meeting when issuing bonds accompanied with warrants and preferred stocks accompanied with warrants;

c) A decision of the Board of Directors on approving the implementation of the plan on issuing stocks to exercise rights;

d) A written certification by a bank or foreign bank branch of the opening of a frozen account for receiving payments for issued stocks;

dd) A written document approving a proposal for charter capital increase of the State Bank of Vietnam according to the law on credit institutions with regard to the issuance of stocks by credit institutions or a written document approving the charter capital increase of the Ministry of Finance according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

2. Within 07 working days from the date on which the complete and valid reporting documents on the issuance are received, the State Securities Commission shall notify in writing to the issuing organization and post such receipt to exercise the warrant’s rights on the State Securities Commission’s website; in case of refusal, a written reply clearly stating reason is required.

3. Within 07 working days from the date on which the State Securities Commission issue a notice on the receipt of sufficient reporting documents on the issuance of stocks to exercise the warrant’s rights, the issuing organization shall publicize the notice of issuance on websites of the issuing organization and the Stock Exchange regarding the issuance of stocks to exercise the warrant’s rights so that investors can register for exercising rights. Time for investors to register to exercise rights is at least 20 days.

4. Within 10 days after the date of completion of the issuance, the issuing organization must send a report on results of the issuance, accompanied with a written certification by a bank or foreign bank branch where a frozen account is opened of the proceeds from the issuance to the State Securities Commission; at the same time, disclose information on results of the issuance on websites of the issuing organization and the Stock Exchange.

5. Within 03 working days from the date on which the complete and valid reporting documents on results of the issuance are received, the State Securities Commission shall notify in writing on the receipt of the issuance result report to the issuing organization, at the same time, send them to the State Securities Commission, Vietnam Securities Depository and Clearing Corporation and post such receipt on the State Securities Commission’s website.

6. After receiving a notice on the receipt of results of the issuance by the State Securities Commission, the issuing organization may request to cancel the blockage of proceeds from the issuance.

Article 69. Order and procedures for issuing stocks to pay dividends, issuing stocks to increase share capital from equity sources and issuing stocks under programs selected for employees

1. The issuing organization must send reporting documents on the issuance of stocks as prescribed in Articles 61, 63 and 65 of this Decree to the State Securities Commission.

2. Within 07 working days from the date on which the complete and valid reporting documents on the issuance are received, the State Securities Commission shall notify in writing to the issuing organization and post such receipt on the State Securities Commission’s website; in case of refusal, a written reply clearly stating reason is required.

3. Within 07 working days from the date on which the State Securities Commission issues a notice on the receipt of sufficient reporting documents on the issuance, the issuing organization shall publicize the notice of issuance on websites of the issuing organization and the Stock Exchange. Such the information disclosure must be carried out at least 07 working days prior to the date of completion of the issuance.

4. The date of completion of the issuance must not be more than 45 days from the date the State Securities Commission announces the receipt of sufficient reporting documents.

5. During the issuance of stocks to pay dividends or issuance of stocks to increase share capital from equity sources, if there are odd lots, the company may redeem such odd lots for use as treasury stocks under the plan approved by the Shareholders’ General Meeting or authorized to the Board of Directors for approval. The amount of stocks redeemed by the company shall be handled under Clause 7, Article 36 of the Law on Securities and relevant regulations.

6. Within 15 days after the date of completion of the issuance, the issuing organization must send a report on results of the issuance to the State Securities Commission and disclose information on results of the issuance on websites of the issuing organization and the Stock Exchange. In case of issuing stocks under the program selected for employees, the reporting documents on results of the issuance sent to the State Securities Commission must be accompanied with:

a) A list of employees participating in the program, specifying the number of stocks of each employee who made payments for purchase or distributed (in case of issuing bonus stocks for employees);

b) A written confirmation of the bank or foreign bank branch where the frozen account is opened regarding proceeds from the issuance, except for the case of issuing bonus stocks for employees.

7. Within 03 working days from the date on which the complete and valid reporting documents on results of the issuance are received, the State Securities Commission shall notify in writing on the receipt of the issuance result report to the issuing organization, at the same time, send them to the State Securities Commission, Vietnam Securities Depository and Clearing Corporation and post such receipt on the State Securities Commission’s website.

8. After receiving a notice on the receipt of results of the issuance by the State Securities Commission, the issuing organization may request to cancel the blockage of proceeds from the issuance, in case of issuing stocks under the program selected for employees, except for the case of issuing bonus stocks for employees.

Section 6. OVERSEAS OFFERING OF SECURITIES OF VIETNAMESE ENTERPRISES

Article 70. Overseas offering of bonds

The overseas offering of bonds of Vietnamese enterprises shall comply with regulations on offering of corporate bonds.

Article 71. Conditions on overseas offering of stocks of a public company

1. A public company may conduct overseas offering of stocks after obtaining approval from the State Securities Commission to register for overseas offering of stocks in accordance with the conditions specified in Clause 2 of this Article and satisfy the regulations in the host country.

2. Conditions for approving the proposal for overseas offering of stocks include:

a) The issuance of stocks must satisfy regulations on the foreign holding rate as prescribed by laws;

b) Having a decision of the Shareholders’ General Meeting approving the overseas offering of stocks and a plan on use of proceeds from the offering;

c) Complying with the law on foreign exchange management;

d) Obtaining the State Bank of Vietnam’s approval on the overseas offering of stocks according to the law on credit institutions with regard to the issuance of stocks by credit institutions; obtaining the Ministry of Finance’s approval on the overseas offering of stocks according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

Article 72. Dossier of request for approving the registration of overseas offering of stocks

1. A written proposal for approval of the registration for overseas offering of stocks, made according to form No. 19 provided in the Appendix to this Decree.

2. A decision of the Shareholders’ General Meeting approving the plan on offering of stocks and the plan on use of proceeds from the overseas offering of stocks; approving or authorizing the Board of Directors to approve the plan to ensure that the issuance of stocks satisfies regulations on foreign holding rate.

3. A written certification of a permitted bank or foreign bank branch in accordance with law provisions on foreign exchange management that the issuing organization opens a frozen account to receive payment for stocks in foreign currencies.

4. The State Bank of Vietnam’s written approval on the overseas offering of stocks according to the law on credit institutions with regard to the issuance of stocks by credit institutions; the Ministry of Finance’s written approval on the overseas offering of stocks according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

5. A draft dossier of registration for offering with the competent agency of the host country where the issuing organization registers for offering or the legal opinion of the international law consulting firm that the company’s offering is not required to be registered with the competent agency of the host country.

Article 73. Conditions for issuance of new stocks to serve as a basis for overseas offering of depositary receipts

1. The issuing organization having stocks serving as a basis for overseas offering of depositary receipts (hereinafter referred to as the organization issuing underlying securities) is an organization having stocks listed in Vietnam’s securities market.

2. The company’s business operation in the year preceding the year of issuance is profitable and, at the same time, the company has no accumulated loss up to the year of registration for issuance.

3. Having a plan on issuing new stocks to serve as a basis for overseas offering of depositary receipts and plan on use of proceeds from the issuance approved by the Shareholders’ General Meeting.

4. The issuance of stocks must satisfy regulations on the foreign holding rate as prescribed by laws;

5. The company has received a securities company’s consultancy on its dossier of registration for issuance of stocks, unless the organization issuing securities is a securities company.

6. The organization issuing underlying securities must open a frozen account to receive payments for issued stock at a bank or foreign bank branch permitted under the law on foreign exchange management.

7. For the issuance for the purpose of raising capital to implement projects of the organization issuing underlying securities, the amount of stocks to be sold must be at least 70% of the amount of stocks projected to be issued to implement projects. The organization issuing underlying securities must have a plan to make up for a deficit of capital expected to be raised through the issuance for project implementation.

8. The company has a commitment and must list the stocks on the securities trading system after the end of the issuance.

9. Having a scheme on overseas issuance of depositary receipts approved by the Shareholders’ General Meeting or the Board of Directors. Such a scheme must satisfy regulations of the host country.

10. Having a contract of supporting the issuance of depositary receipts between an organization issuing underlying securities and an organization issuing depositary receipts in other country.

11. Having a depositary contract between an organization issuing depositary receipts in other country and a depository member of Vietnam Securities Depository and Clearing Corporation.

12. Satisfying conditions for additional offering of stocks to the public under Points a and e, Clause 1 and Point c, Clause 2, Article 15 of the Law on Securities.

Article 74. Dossier of registration for issuance of new stocks to serve as a basis for overseas offering of depositary receipts

1. A written registration of issuing stocks, made according to the Form No. 19 provided in Appendix attached to this Decree.

2. The information disclosure paper according to the Form No. 20 provided in Appendix attached to this Decree.

3. A Shareholders’ General Meeting’s decision approving the plan of issuing new stocks to serve as a basis for overseas offering of depositary receipts; approving the plan on use of proceeds from the issuance; approving the listing of stocks on the securities trading system after the end of the issuance, in which:

a) An issuance plan must clearly state the amount of stocks to be issued, issuing price or principles to determine the issuing price or authorizing the Board of Directors to determine the issuing price; adopting or authorizing the Board of Directors to adopt a plan to ensure that the stock issuance satisfies regulations on foreign holding rate. In case where the issuance plan does not specify the issuing price or the principle of determining the issuing price, the issuing price shall be determined according to the Law on Enterprises;

b) For the issuance for the purpose of raising capital to implement projects of the organization issuing underlying securities, the plan on use of capitals must determine that the ratio of successful issuance for the purpose of project implementation is at least 70% of the total amount of stocks projected to be issued to implement projects. A plan on use of capital must contain contents on the plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

4. A contract with a securities company on provision of consultancy on dossier of registration of issuance of stocks, unless the organization issuing underlying securities is a securities company.

5. A written certification of a permitted bank or foreign bank branch in accordance with law provisions on foreign exchange management that the organization issuing underlying securities opens a frozen account to receive payment for stocks in foreign currencies.

6. A scheme on overseas issuance of depositary receipts.

7. Legal opinions of the international law consulting firm that the scheme satisfies requirements of the law of the host country.

8. A contract of supporting the issuance of depositary receipts.

9. A depositary contract.

10. A decision of the Board of Directors on approving the dossier of issuance registration. With regard to the issuance of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of charter capital change. With regard to the issuance of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of charter capital change.

11. The documents specified at Point c, Clause 1, and Points c and d, Clause 2, Article 18 of the Law on Securities; Clause 3, Article 12 of this Decree; and a written commitment on satisfaction of the conditions prescribed at Point e, Clause 1, Article 15 of the Law on Securities.

Article 75. Conditions of registration for supporting the overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam

1. The overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam must satisfy law regulations on foreign holding rate.

2. Obtaining approval from the Shareholders’ General Meeting of the organization issuing underlying securities of the support for overseas issuance of depositary receipts on the basis of outstanding stocks.

3. Conditions prescribed in Clauses 1, 9, 10 and 11, Article 73 of this Decree.

Article 76. Dossier of registration for supporting the overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam

1. A written registration for supporting the overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam made according to the Form No. 21 provided in Appendix attached to this Decree.

2. The information disclosure paper according to the Form No. 22 provided in Appendix attached to this Decree.

3. A decision of the Shareholders’ General Meeting of the organization issuing underlying securities approving to support the overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam.

4. Documents prescribed in Clauses 6, 7, 8 and 9, Article 74 of this Decree.

Article 77. Order and procedures for approving a proposal for registration of overseas offering of stocks

1. The issuing organization shall send a dossier of request for approving the registration of overseas offering of stocks as prescribed in Article 72 of this Decree to the State Securities Commission before sending the official dossier of registration for offering to the competent agencies in other countries.

2. Within 10 days after receiving a complete and valid dossier, the State Securities Commission shall issue a written approval of proposal for registration of overseas offering of stocks and post it on its website. In case of refusal, a written reply clearly stating reasons is required.

3. Within 07 working days from the date on which the State Securities Commission issues a written approval, the issuing organization must publicize the State Securities Commission’s approval of proposal for registering for overseas offering of stocks on websites of the issuing organization and the Stock Exchange.

4. An issuing organization must complete the stock distribution within 90 days from the date on which the State Securities Commission issue an approval. In case the issuing organization cannot complete the distribution of stocks within this time limit, the State Securities Commission may consider extending the time limit for distribution of stocks for no more than 30 days.

5. An issuing institution shall send a report on results of an offering to the State Securities Commission within 10 days after the completion of the offering, accompanied with a written certification by a permitted bank or foreign bank branch where a frozen account is opened of the proceeds from the offering and at the same time, make information disclosure on websites of the issuing organization and the Stock Exchange on results of an offering.

6. Within 03 working days after receiving valid and sufficient reporting documents on results of an offering, the State Securities Commission shall notify in writing on the receipt of the report on results of an offering to the issuing organization, at the same time, send it to the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation and post the receipt of results of an offering on the State Securities Commission’s website.

7. After receiving a notice on the receipt of results of an offering by the State Securities Commission, the issuing organization may request to cancel the blockage of proceeds from an offering.

Article 78. Order and procedures for issuing new stocks to serve as a basis for overseas offering of depositary receipts and registration for supporting overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam

1. An organization issuing underlying securities must send a dossier of registration for issuance of new stocks to serve as a basis for overseas offering of depositary receipts, a dossier of registration for supporting overseas issuance of depositary receipts on the basis of outstanding stocks as prescribed in Articles 74 and 76 of this Decree to the State Securities Commission.

2. Within 30 days after receiving a valid and complete dossier, the State Securities Commission shall grant a certificate of registration for issuing new stocks to serve as a basis for overseas offering of depositary receipts (in case of registration for issuing new stocks to serve as a basis for overseas offering of depositary receipts), or issue a written approval on supporting the overseas issuance of depositary receipts on the basis of outstanding stocks (in case of registration for supporting the overseas issuance of depositary receipts on the basis of outstanding stocks) to the organization issuing underlying securities and post the grant of certificate of issuance registration or written approval on the State Securities Commission’s website. In case of refusal, a written reply clearly stating reasons is required.

3. Within 07 working days from the date on which the State Securities Commission grants a certificate of issuance registration or issues a written approval, the organization issuing underlying securities must disclose information regarding the State Securities Commission’s grant of certificate of issuance registration or written approval on websites of the organization issuing underlying securities and the Stock Exchange.

4. In case of issuing new stocks to serve as a basis for overseas offering of depositary receipts, the distribution must be carried out within 90 days from the effective date of the certificate of registration for issuing new stocks to serve as a basis for overseas offering of depositary receipts. In case of failing to complete the distribution within this time limit, the State Securities Commission may, based on the written proposal of the organization issuing underlying securities, consider extending the time limit for no more than 30 days.

5. Within 30 days after the end of the issuance of depositary receipts on the basis of the newly issued stocks, the organization issuing underlying securities shall send a report on results of the issuance of stocks to serve as a basis for overseas offering of depositary receipts to the State Securities Commission, accompanied with a written certification of a permitted bank or foreign bank branch where a frozen account is opened of the proceeds from the issuance and a written certification of the organization issuing depositary receipts on results of the depositary receipt issuance; at the same time, disclose information about results of the issuance on websites of the organization issuing underlying securities and the Stock Exchange.

6. Within 03 working days after receiving valid and complete reporting documents on results of an issuance of new stocks to serve as a basis for overseas offering of depositary receipts, the State Securities Commission shall be responsible for:

a) Sending a written notice to the organization issuing underlying securities on the receipt of results of an issuance or issue a decision on cancellation of the stock issuance if the results of an issuance of the organization issuing underlying securities fail to satisfy conditions for raising adequate capital portions for the issuing organization’s project implementation as specified at Point d, Clause 2, Article 15 of the Law on Securities; at the same time, send it to the Vietnam Securities Depository and Clearing Corporation;

b) Publishing information on the receipt of the report on results of an issuance or a decision on cancellation of the issuance on the State Securities Commission’s website.

7. After receiving a notice on the receipt of results of an issuance by the State Securities Commission, the organization issuing underlying securities may request to cancel the blockage of proceeds from an issuance; additionally register, deposit and list the newly issued stocks to serve as a basis for overseas offering of depositary receipts.

8. The organization issuing new stocks to serve as a basis for overseas offering of depositary receipts shall exercise obligations to report and disclose information regarding public offering of securities.

Article 79. Cancellation of depositary receipts and overseas issuance of new depositary receipts

1. An organization issuing depositary receipts may only issue depositary receipts on the basis of stocks, including the amount of new stocks actually issued to serve as a basis for issuance of depositary receipts and amount of outstanding stocks registered for serving as a basis for issuance of depositary receipts, except for the case specified in Clause 2 of this Article.

2. An organization issuing depositary receipts may issue depositary receipts on the basis of newly generated stocks due to the exercising of shareholder’s rights with regard to the owned stocks under the scheme on issuing depositary receipts. An organization issuing depositary is not required to register the issuance of depositary receipts on the basis of newly generated stocks as mentioned above to the State Securities Commission.

3. Depositary receipts shall be canceled upon request of the depositary receipt owner or according to the scheme on issuing depositary receipts.

4. When depositary receipts are canceled, the organization issuing depositary receipts may be act on behalf of the depositary receipt owner to sell the stocks equivalent to the canceled depositary receipts on the Stock Exchange in Vietnam, or transfer such stock amounts to the investor’s account which is opened at the depository member of the Vietnam Securities Depository and Clearing Corporation as prescribed.

5. The transfer of the amount of stocks equivalent to the canceled depositary receipts to the investor’s account that is opened at the depository member of the Vietnam Securities Depository and Clearing Corporation may be carried out only when:

a) Regulations on the ownership of investors and foreign investors under Vietnamese laws are complied with;

b) After transferring the stocks into accounts, the holding rate of investors and investors’ affiliated persons must not exceed levels requiring public bid as prescribed in Clause 1, Article 35 of the Law on Securities.

6. Depositary receipts canceled upon the investor’s request may be re-issued. The amount of re-issued depositary receipts must not higher than the canceled depositary receipt amount.

Article 80. The holding rate

The amount of stocks serving as a basis for overseas issuance of depositary receipts shall be counted into the amount of stocks held by the foreign investors.

Article 81. Responsibilities of organizations issuing depositary receipts, shareholders and investors holding depositary receipts

1. Responsibilities of organizations issuing depositary receipts

a) Organizations issuing depositary receipts are not allowed to issue depositary receipts on the basis of the amount stocks higher than the amount of stocks used as a basis for issuance of depositary receipts;

b) To implement commitments to investors under the scheme on issuing depositary receipts and law regulations;

c) To provide information of the depositary receipt owner (name, citizenship, amount of stocks equivalent to the amount of owned depositary receipts) at the date of closing the shareholder list for the organization issuing underlying securities, in case where the depositary receipt owner directs the organization issuing depositary receipts to sign for voting at the Shareholders’ General Meeting.

2. Responsibilities of shareholders and investors holding depositary receipts

a) When the listed company’s shareholder holds depositary receipts resulting in the total holding rate of stocks and the portions of stocks equivalent to the depositary receipts held in other countries reaches to the level requiring information disclosure in term of stock holding, such shareholder shall be responsible for making information disclosure according to regulation on information disclosure;

b) The listed company’s shareholder may only purchase depositary receipts with an amount to ensure that the total holding rate of stocks and the portions of stocks equivalent to the depositary receipts held in other country of the shareholder and his/her/its affiliated persons does not exceed levels requiring public bid as prescribed in Clause 1, Article 35 of the Law on Securities;

c) Major shareholders and insiders of an organization issuing underlying securities shall be responsible for making information disclosure and report to the State Securities Commission under regulations on information disclosure to such subjects before transferring stocks into the account of an organization issuing depositary receipts in other country which is opened at the depository member of the Vietnam Securities Depository and Clearing Corporation.

Section 7. PUBLIC BID OF STOCKS AND CLOSED-END FUND CERTIFICATES

Article 82. Principles of public bid

1. The public bid must ensure the equality to all shareholders of the target company and investors of the target investment fund.

2. Parties participating in the public bid are provided with adequate information in order to approach stock or closed fund certificate bids.

3. The discretion of shareholders of target companies and investors of target investment funds is respected.

4. An individual or organization making public bid shall designate a securities company to act as a public bidding agent.

Article 83. Cases of public bid

1. Cases subject to public bid are prescribed in Clause 1, Article 35 of the Law on Securities.

2. In addition to the cases subject to public bid specified in Clause 1 of this Article, institutions and individuals that wish to make public bids for stocks of public companies or closed-end fund certificates shall fully comply with regulations on public bid provided in this Decree.

Article 84. Approval of exemption from public bid

For cases not subject to public bid as prescribed at Point b, Clause 2, Article 35 of the Law on Securities, shareholders and investors being  transferors, transferees and affiliated persons of such shareholders and investors are not allowed to vote for the transfer of stocks and closed-end fund certificates. Decisions of the Shareholders’ General Meeting, Investors’ General Meeting on the transfer of stocks and closed-end fund certificates shall be adopted if obtaining approval from shareholders and investors holding 50% or more of the total votes of all remaining shareholders and investors who have voting rights; the specific rate shall be prescribed in the target company charter.

Article 85. Public bid registration dossiers

1. In case where an organization or individual making public bid makes payment in cash, a public bid registration dossier comprises:

a) A written registration of public bid, made according to the Form No. 23 provided in Appendix attached to this Decree;

b) The information disclosure paper according to the Form No. 24 provided in Appendix attached to this Decree;

c) A decision approving the public bid of the competent authority of an organization registering for public bid;

d) The credit institution’s written certification of payment underwriting for an organization or individual making a public bid or written certification of blockade of the bank account of the organization or individual making a public bid to ensure that such individual or organization has enough money to make a public bid. Such document must be sent to the State Securities Commission before the date on which the State Securities Commission issue a written notice on the receipt of a complete dossier;

dd) A document of securities companies confirming act as public bidding agents;

e) The National Competition Committee’s document on conducted economic concentration or conditional economic concentration in the event of a public bid resulting in activities of economic concentration falling under the threshold of economic concentration requiring notice.

2. In case of public bid with issued stocks, the dossier of registration for public bid shall comply with Article 54 of this Decree.

Article 86. Order and procedures for public bid registration

1. An organization or individual making public bid shall send a dossier of registration for public bid to the State Securities Commission; at the same time, send it to the target company and the securities investment fund management company managing the target investment fund.

2. Within 03 working days from the date of receipt of the dossier of registration for public bid, the target company or the securities investment fund management company managing the target investment fund shall disclose information about receipt of a request for public bid on the websites of the target company, the securities investment fund management company managing the target investment fund, and the Stock Exchange.

3. Within 15 days from the date on which the complete and valid dossier is received, the State Securities Commission shall notify in writing to the organization or individual making public bid and post such receipt on the State Securities Commission’s website; in case of refusal, a written reply clearly stating reason is required.

4. The regulations of Clause 3 of this Article shall not apply to the case of issuing stocks for public bid as prescribed in Article 53 of this Decree.

Article 87. Responsibilities of the Board of Directors of a target company or the Representative Board of a target investment fund

1. Within 10 days after receiving a dossier of registration for public bid, the Board of Directors of a target company, the Representative Board of a target investment fund shall disclose information for shareholders and investors on websites of a target company, securities investment fund management company managing target investment fund on evaluation and recommendation on public bids; at the same time send a report to the State Securities Commission.

2. Evaluation and recommendation on the public bid of stocks and closed-end fund certificates of the Board of Directors of a target company and Representative Board of a target investment fund must be made in writing. In case one or several members of the Board of Directors or Representative Board of the fund have different opinions, the Board of Directors or Representative Board of the fund shall disclose these opinions.

Article 88. Responsibilities of persons who know public bid information

Organizations making public bid, insiders and affiliated persons of the organizations making public bid and other persons who know public bid information are not allowed to take advantage of such information to buy and sell securities; to provide information, incite and entice others to buy and sell securities prior to the time the offering information is announced.

Article 89. Responsibilities of organizations and individuals making public bid

1. From the time a competent authority of the organization making public bid issues a decision on a public bid or from the time when an individual making public bid sends a public bid registration dossier to the State Securities Commission to the time of completion of the bidding, an organization or individual making public bid is not allowed to take the following acts:

a) Directly or indirectly purchasing or committing to purchase stocks, rights to buy shares, warrants and convertible bonds of the target company or closed-end fund certificates of the target investment fund, rights to buy closed-end fund certificates outside the drive of public bid;

b) Selling, committing to selling stocks or closed-end fund certificates currently subject to public bid;

c) Unequally treating holders of the same type of stocks, closed-end fund certificates currently subject to public bid;

d) Privately providing information to shareholders, investors at different levels or different times;

dd) Refusing to purchase stocks, closed-end fund certificates currently subject to public bid, unless approved to withdraw the request for public bid as prescribed in Article 92 of this Decree;

e) Purchasing stocks, closed-end fund certificates in contravention of the terms disclosed in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks).

2. An organization or individual making public bid must comply with regulations on foreign holding rate at target company in accordance with law provisions.

3. An organization or individual making public bid shall be responsible for fully disclose the following information at the time of sending the dossier disclosing information on public bid in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks):

a) Number of stocks, convertible bonds, warrants, rights, closed-end fund certificates of the target company, the target investment fund owned or indirectly owned through a third party by the organization or individual making public bid and affiliated persons;

b) Transactions and commitments related to stocks and closed-end fund certificates of a target company or target investment fund.

Article 90. Obligations of public bidding agents

1. To guide organizations and individuals in making public bids in strict accordance with this Decree and bear joint responsibility in case these organizations and individuals violate regulations on public bid.

2. To act as agents to register to sell stocks and closed-end fund certificates; receive registration of share swap and transfer of stocks and closed-end fund certificates to organizations or individuals making a public bid within the time limit specified in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks).

3. To ensure organizations and individuals making public bid have enough money for making public bids at the time of official public bidding according to the registration dossier with regard to a public bid for payment in cash as prescribed in Clause 1, Article 85 of this Decree.

Article 91. Principles of identification of public bid prices

1. With regard to the case of public bid for payment in cash

a) The bidding price must not be lower than the average reference price of 60 consecutive days before the written registration of public bid is sent and than the highest purchase price of public bids for stocks and closed-end fund certificates of a target company or target investment fund during this period;

b) In the course of public bid, organizations or individuals making public bid are not allowed to reduce the public bidding price;

c) In case of increasing the public bidding price, organizations or individuals making public bid must disclose the adjusted price at least 07 days before the last day of receipt of sale registration and the date on which the adjusted price is applied to all shareholders and investors registering to sell. In this case, organizations or individuals registering for public bid must ensure solvency for the amount arising from the increase in the public bidding price.

2. In the case of a public bid with issued stocks, the stock swap ratio shall be approved by the Shareholders’ General Meeting of the organization making public bid in accordance with Clause 1, Article 53 of this Decree.

Article 92. Withdrawal of public bids

1. After disclosing the public bid information under Clause 1, Article 93 of this Decree to the last day of receipt of sale registration, an organization or individual may only request for withdrawing its bids when one of the following events occur:

a) The volume of stocks or closed-end fund certificates registered for sale or swap does not reach the minimum percentage disclosed by the organization or individual making public bid in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks).

b) The target company increases the volume of voting stocks through conversion of preferred shares;

c) The target company reduces the volume of voting stocks;

d) The target company issues stocks, convertible bonds, bonds accompanied with warrants, rights or the target investment fund issues closed-end fund certificates to increase its charter capital;

dd) The target company sells its assets with a value of 35% of the total asset value on the basis of the financial statements for the latest period.

2. Cases eligible to request for withdrawing public bids must be clearly stated in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks).

3. An organization or individual making public bids shall report to the State Securities Commission on the withdrawal of its proposal for public bid within 03 working days from the date on which events specified in Clause 2 of this Article occur. Within 03 working days after receiving a request for withdrawing public bids, the State Securities Commission shall reply in writing.

4. In case of being allowed to withdrawal of a public bid, the organization or individual making public bid must announce the withdrawal of the request for public bid on the websites of the institutional public bidder (if any), public bidding agent and the Stock Exchange within 24 hours after receiving the written notice from the State Securities Commission.

Article 93. Public bidding transactions

1. Within 07 working days from the date of the State Securities Commission’s notice of receipt of all documents for registration of a public bid or issuance of the Certificate of issuance registration (in case of public bid with issued stocks ), an organization or individual making public bid must make information disclosure as follows:

a) Publishing the notice of public bid, announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks) on the websites of the institutional public bidder (if any), public bidding agent and the Stock Exchange;

b) The public bid shall be made only after at least 03 days from the date on which the information is disclosed by the organization or individual making public bid in accordance with Point a of this Clause.

2. The duration of a public bid must be at least 30 trading days and maximum 60 trading days from the date of commencement of receipt of registration for sale or swap as defined in the notice of public bid.

3. Amount of stocks, closed-end fund certificates registered for sale or swap by shareholders or investors are not allowed to be traded until the end of the public bid, except for the case of shareholders or investors withdraw the sale registration or swap registration as prescribed in Clause 4 of this Article.

4. Shareholders and investors have the right to withdraw the registration for sale or swap during the public bid when conditions for public bid are changed or other organizations or individuals make a competitive bid for stocks, closed-end fund certificates of target companies, target investment funds.

5. In case the volume of stocks, closed fund certificates which are bid for is smaller than that registered for sale or swap, the determination of the volume of stocks and closed-end fund certificates allowed to purchase or swap of each shareholder or investor shall be based on the proportion to the volume of stocks and closed-end fund certificates registered for sale or swap by each shareholder or investor and at a price or swap rate fair to all shareholders or investors.

Article 94. Continuation of public bid

Within 05 working days after the last day of receipt of the sale or swap registration, organizations and individuals subject to continuation of public bid under Point c, Clause 1, Article 35 of the Law on Securities shall be responsible for notifying the State Securities Commission, at the same time making information disclosure on the continuation of public bid on the websites of the institutional public bidder (if any), public bidding agent and the Stock Exchange.

Article 95. Reporting and disclosure of information on public bid results

1. Within 05 days after the completion of a public bid, an organization or individual making public bid shall send to the State Securities Commission a report on the public bid result, and concurrently disclose information on the public bid result on the websites of the institutional public bidder (if any), public bidding agent and the Stock Exchange.

2. For cases of public bid with issued stocks, a report on the public bid result is concurrently a report of an issuance result.

Article 96. Carrying out the activities of public offering, issuance and bid

The Minister of Finance shall provide guidance on the form of the notice of securities offering, form of the report on the offering results; form of the notice of issuance, form of report on issuance results; forms of the notice of public bid and report on public bid results and other forms guiding the implementation of the activities specified in this Chapter.

Chapter III. ORGANIZATION OF A SECURITIES TRADING MARKET

Section 1. MEMBERS OF THE STOCK EXCHANGE

Article 97. Conditions for becoming a trading member

1. A securities company must be a clearing member or a depository member having a clearing or payment entrustment contract with general clearing members. In case of registration to become a member of trading in debt instruments, the securities company must be a depository member and licensed to fully perform securities trading operations as prescribed in Clause 1, Article 72 of the Law on Securities.

2. Satisfying requirements of information technology infrastructure, professional processes and personnel according to the regulations of the Stock Exchange.

3. Not being placed under control or special control in accordance with law provisions.

Article 98. Dossier of registration of trading members

1. A written registration of members, made according to the Form No. 25 provided in Appendix attached to this Decree.

2. An establishment and securities business license.

3. A certificate of clearing member (in case the securities company is a clearing member registering to become a trading member); or a certificate of depository member and clearing or payment entrustment contract with general clearing members (in case the securities company is not a clearing member registering to become a trading member); or a certificate of depository member (in case the securities company registers to become a member trading in debt instruments).

4. An explanations of information technology infrastructure and professional processes and personnel.

Article 99. Conditions for becoming a special trading member and State Treasury participating in debt instrument trading

1. Conditions for becoming a special trading member include:

a) Being a commercial bank or foreign bank branch having the actually contributed or granted capital at least equal to the legal capital and not being placed under special control in accordance with the law on credit institutions;

b) Being a depository member or an organization opening a direct account at the Vietnam Securities Depository and Clearing Corporation;

c) Satisfying requirements of information technology infrastructure, professional processes and personnel for debt instrument trading activities according to the regulations of the Stock Exchange.

2. Conditions for the State Treasury to participate in debt instrument trading activities include:

a) Being an organization opening a direct account at the Vietnam Securities Depository and Clearing Corporation;

b) Satisfying the conditions specified at Point c, Clause 1 of this Article.

3. Special trading members and State Treasury are only allowed to conduct debt instrument trading for them.

Article 100. Dossier of registration for becoming a special trading member and State Treasury participating in debt instrument trading

1. A dossier of registration of special trading members for a commercial bank or foreign bank branch comprises:

a) Documents prescribed in Clause 1, Article 98 of this Decree;

b) An establishment and operation license or branch opening license issued by the competent agency;

c) The certificate of depository member or a contract on provision of services between the Vietnam Securities Depository and Clearing Corporation and a commercial bank or foreign bank branch regarding the opening of a direct account;

d) An explanations of information technology infrastructure and professional processes and personnel.

2. A dossier of participating in debt instrument trading by State Treasury includes:

a) The documents specified at Points a and d, Clause 1 of this Article;

b) A contract on provision of services between the Vietnam Securities Depository and Clearing Corporation and the State Treasury regarding the opening of a direct account.

Article 101. Order and procedures for registration of trading members, special trading members and State Treasury participating in debt instrument trading

1. Within 03 working days after receiving a complete and valid dossier, the Stock Exchange shall send a written request to the member registration organization to complete its facilities, install the system, and connect trading data transmission and testing software.

2. Within 05 working days from the date on which the member registration organization satisfies the requirements on material and technical facilities on the basis of the inspection results of the Stock Exchange, the member registration organization shall sign the contract on provision of services with the Stock Exchange and register the official trading date.

3. Within 03 working days from the date on which the member registration organization completes the requirements to prepare for trading as prescribed in Clauses 1 and 2 of this Article, the Stock Exchange shall issue a decision on approval of membership and publish information about members on the information disclosure media of the Stock Exchange.

4. The order and procedures for the State Treasury to register participation in debt instrument trading are specified in Clauses 1, 2 and 3 of this Article.

Article 102. Conditions, dossiers, order and procedures for registration of trading members of a securities company formed after consolidation or merger

1. In case where there is at least 01 consolidated company as the trading member prior to the time of consolidation; or the merging company is not a trading member but at least 01 merged company is the trading member before the time of merger, the conditions to become a trading member are prescribed as follows:

a) Continuing to use the information technology infrastructure for securities trading activities of the securities company that is a trading member prior to the time of consolidation or merger;

b) Satisfying the conditions on personnel and professional processes according to the regulations of the Stock Exchange.

2. In case where the merging securities company is a trading member before the time of merger:

The merging securities company is allowed to continue to be a trading member after completing the merger. The Stock Exchange shall issue a decision to cancel the trading membership of the merged securities company right after receiving the revised establishment and securities business license of the merging securities company issued by the State Securities Commission.

3. In case the consolidating securities company or merging securities company does not fall into the cases specified in Clauses 1 and 2 of this Article, the conditions for becoming a trading member are specified in Article 97 of this Decree.

4. A dossier of registration of trading members for the cases specified in Clause 1 of this Article includes:

a) A written registration of members, made according to the Form No. 25 provided in Appendix attached to this Decree (for merging securities companies) or a written registration of members, made according to the Form No. 26 provided in Appendix attached to this Decree (for consolidating securities company);

b) A written request for cancellation of the trading membership of the consolidated company or the merged company, made according to the Form No. 27 provided in Appendix attached to this Decree;

c) A decision of the State Securities Commission on approval of consolidation or merger;

d) Resolutions of the Board of Directors or Members’ Council or decisions of the company owners of the merged companies and the merging company committing on the fact that the merging securities company and consolidating securities company shall continue to use information technology infrastructure, professional processes and personnel for securities trading activities of the member securities companies participating in the consolidation or merger. In case there is a change in personnel and trading process, the company must supplement relevant documents, clearly stating the changes.

5. Order and procedures for registration of trading members for the cases specified in Clause 1 of this Article:

If the dossier of registration of trading members is complete and valid, the Stock Exchange shall issue a decision approving the trading membership right after receiving the establishment and securities business license of the consolidating securities company or the revised establishment and securities business license of the merging securities company issued by the State Securities Commission; at the same time, cancel the membership of securities companies participating in the consolidation and the merged securities companies.

6. Dossiers, order and procedures for registration of trading members for the cases specified in Clause 3 of this Article shall comply with Articles 98 and 101 of this Decree.

Article 103. Voluntary cancellation of the membership of a trading member, a special trading member and voluntary cancellation of the participation in debt instrument trading by the State Treasury

1. A dossier of voluntary cancellation of trading membership includes:

a) A written request for cancellation of membership, made according to the Form No. 27 provided in Appendix attached to this Decree;

b) A decision of the Shareholders’ General Meeting, the Members’ Council or the company owner approving the cancellation of membership or withdrawal of securities brokerage operations for securities companies or dissolution of the company, or consolidation, merger;

c) Decision of the Board of Directors or the Members’ Council or the owner of the company approving the plan for handling financial obligations and other unfulfilled obligations toward the Stock Exchange.

2. A dossier of voluntary cancellation of special trading membership comprises documents specified at Points a and c, Clause 1 of this Article, for commercial banks and foreign bank branches.

3. A dossier of voluntary cancellation of the participation in debt instrument trading by the State Treasury comprises documents specified at Point a, Clause 1 of this Article.

Article 104. Order and procedures for voluntary cancellation of the membership of a trading member or a special trading member and voluntary cancellation of the participation in debt instrument trading by the State Treasury

1. Within 03 working days from the date of receipt of a complete and valid dossier, the Stock Exchange shall issue a written notice on suspension of trading and financial obligations and other obligations of members toward the Stock Exchange.

Debt instrument trading members must complete the second transaction of the repo transaction, repo and acquisition transaction, loan and lending transaction of the trading member and the customer (if any) before the date of trading suspension.

2. Within 24 hours from the date of receiving the notice of suspension of trading from the Stock Exchange, a member is obliged to disclose information about the suspension and cancellation of membership.

3. Within 30 days from the date of receipt of the notice from the Stock Exchange as prescribed in Clause 1 of this Article, members shall be responsible for fulfilling all obligations as notified by the Stock Exchange.

4. Within 05 working days from the date on which a member fulfills obligations as prescribed in Clause 3 of this Article, the Stock Exchange shall issue a decision to cancel the membership.

5. During the period of trading suspension to perform procedures for canceling the trading membership, securities companies are not allowed to sign contracts to open securities trading accounts, extend contracts with customers for trading through the trading system of the Stock Exchange; must perform settlement, account transfer at the request of customers (if any).

6. The order and procedures for voluntary cancellation of the participation in debt instrument trading by the State Treasury shall comply with Clauses 1, 2 3, and 4 of this Article.

Article 105. Suspension of members’ trading operations

1. The Stock Exchange shall suspend part or all of trading operations of a member in the following cases:

a) Being suspended from securities brokerage or securities dealing operation; being suspended from securities depository, securities clearing and payment operations;

b) Failing to overcome the state of special control or control as prescribed by law;

c) Failing to meet the conditions specified in Clause 2, Article 97, and Article 99 of this Decree and failing to remedy these conditions after the time limit required by the Stock Exchange;

d) Suspension of securities brokerage or securities dealing and obtaining approval of the State Securities Commission;

dd) Having a certificate of clearing member revoked without a clearing or payment entrustment contract with a general clearing member (for trading members being clearing members);

e) Failing to have a clearing or payment entrustment contract with a general clearing member or a clearing or payment entrustment contract with a general clearing member that is no longer valid (for non-clearing trading members);

g) Other cases according to the regulations of the Stock Exchange.

2. The method of determination, duration and scope of suspension of trading operations shall comply with the regulations of the Stock Exchange.

Article 106. Mandatory cancellation of a trading or special trading membership

1. A trading member or special trading member will have its membership mandatorily canceled in one of the following cases:

a) The member fails to fulfill obligations as requested by the Stock Exchange in accordance with Article 104 of this Decree within 60 days from the date of the Stock Exchange’s notice of suspension of trading in order to voluntarily cancel the membership;

b) Within 60 days from the date on which the Stock Exchange issues a decision approving the membership status but fails to conduct trading activities through the trading system of the Stock Exchange;

c) Past the duration of suspension of securities trading activities but the member fails to remedy the reasons for the suspension;

d) Having a securities depository registration certificate or a certificate of depository member revoked;

dd) Other cases according to the regulations of the Stock Exchange.

2. At the end of the period specified at Point a, Clause 1 of this Article, the Stock Exchange shall issue a decision to cancel the trading membership.

3. Procedures for mandatory cancellation of a membership for the cases specified at Points b, c, d and dd, Clause 1 of this Article:

a) When events specified at Point b, c, d and dd, Clause 1 of this Article occur, the Stock Exchange shall issue a written notice on suspension of trading, financial obligations and other obligations of members toward the Stock Exchange.

Debt instrument trading members must complete the second transaction of the repo transaction, repo and acquisition transaction, loan and lending transaction of the trading member and the customer (if any) before the date of trading suspension;

b) Within 24 hours from the time of receiving the notice of suspension of trading from the Stock Exchange, a member is obliged to disclose information about the suspension and cancellation of membership;

c) Within 30 days from the date of receipt of the notice from the Stock Exchange as prescribed at Point a of this Clause, members shall be responsible for fulfilling all obligations as notified by the Stock Exchange;

d) Within 05 working days from the date on which a member fulfills obligations as notified by the Stock Exchange or the period specified at Point c of this Clause expires, the Stock Exchange shall issue a decision to cancel the membership.

4. During the trading suspension to perform procedures to cancel the trading membership, the securities company must comply with Clause 5, Article 104 of this Decree.

Section 2. LISTING OF SECURITIES IN VIETNAM OF DOMESTIC ISSUING ORGANIZATIONS

Article 107. General provisions

1. A financial statement of the organization registering for listing must comply with the following regulations:

a) Financial statements shall be made in accordance with the accounting law. In case where organization registering for listing is a parent company, it shall submit consolidated financial statements and financial statements of the parent company. In case where the organization registering for listing is a superior accounting unit with affiliated units without legal status, the organization registering for listing must submit general financial statements;

b) The annual financial statement must be audited by an accredited audit firm. Audit opinions for financial statements are unqualified opinions. In case an audit opinion is a qualified opinion, the exception does not impact listing conditions. An organization registering for listing must have documents on reasonable explanation about, and an audit firm’s certification of, impacts of the exception that does not impact listing conditions;

c) In case of consolidation or merger: Financial statements of the last accounting period from the beginning of the fiscal year to the consolidation time of the companies participating in the consolidation and the financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company must meet the requirements provided in Point b of this Clause; the annual financial statements of the companies participating in the consolidation or merger must be audited by an accredited audit firm;

d) In case the time of sending a complete and valid dossier of registration for listing to the Stock Exchange is past the time limit for disclosure of information on quarterly financial statements as prescribed for listed companies, the organization registering for listing must supplement the financial statements of that quarter. In case of registration for listing after the closing date of the biannual financial statement period, the organization registering for listing must supplement the biannual financial statements examined by an accredited audit firm;

dd) In case after the latest accounting period is audited, the organization registering for listing shall issue to increase charter capital (except for the case of issuing stocks to pay dividends, issuing stocks to increase share capital from equity sources, issuing bonus stocks to employees, issuing stocks to convert bonds), the organization registering for listing must supplement the equity report audited by an accredited audit firm or financial statement audited by an accredited audit firm.

2. The pro forma financial information summary reports must be guaranteed by an accredited audit firm with unqualified opinions.

3. The after-tax profit rate of return on equity (ROE) shall be calculated by the percentage of after-tax profit compared with the average equity in the year of the enterprise, in which:

a) In case the organization registering for listing is a parent company, the ROE shall be determined based on the consolidated financial statements, in which the target of after-tax profit is the profit after tax of the shareholders of the parent company and the equity is determined after the interest of non-controlling shareholders has been eliminated. In case where the organization registering for listing is a superior accounting unit with affiliated units without legal status, the after-tax profit target of an organization registering for listing shall be determined in the general financial statements;

b) In a year where there are activities of enterprise conversion, consolidation, merger or separation of companies, the after-tax profit target shall be the total after-tax profit of the periods in the year preceding the year of registration for listing determined in the audited financial statements in each stage of operation, the equity index shall be calculated on the average of equity at the beginning of the period, equity at the end of the operation periods;

c) In case the organization registering for listing is a public company formed after consolidation, merger, division, separation and other restructuring cases, the positive ROE ratio shall be determined based on the positive after-tax profit and positive average equity;

d) The average equity is the average of equity at the beginning and end of the period, excluding funding sources and other funds determined on the basis of audited financial statements as prescribed in Clause 1 of this Article.

Article 108. Classification of securities listing

Listed securities are classified according to the following separate market areas:

1. A list of stocks, fund certificates, covered warrants, non-voting depositary receipts and other financial products;

2. A list of debt instruments;

3. A list of corporate bonds;

4. A list of derivatives.

Article 109. Conditions for stock listing

1. Conditions for stock listing

a) Being a joint-stock company with contributed charter capital at the time of listing registration of VND 30 billion or more based on the latest audited financial statement, and at the same time, the capitalisation reaches at least VND 30 billion calculated according to the weighted average of the payment price of stocks in the latest public offering in accordance with this Decree or the reference price of stocks traded on the Upcom trading system on average 30 sessions prior to the time of submission of listing registration dossiers or average of the weighted average of the payment price in the first sale of shares of the equitized enterprise;

b) The listing has been approved by the Shareholders’ General Meeting; has been trading on the Upcom trading system for at least 02 years, except for the case the organization registering for listing has carried out public offering of stocks or the enterprise is equitized;

c) The after-tax profit rate of return on equity (ROE) of the year preceding the year of listing registration equal to at least 5% and business activities of the two consecutive years preceding the year of listing registration being profitable; having no debt overdue for more than 01 year as of the year of listing registration; having no accumulated loss based on the latest audited annual financial statement or the examined biannual financial statement in case of registering for listing after the end of the biannual financial statement period;

d) Except for the case where an enterprise is equitized, the organization registering for  listing must have at least 15% of the voting shares held by at least 100 non-major shareholders; in case the charter capital of the organization registering for listing is VND 1,000 billion or more, the minimum percentage is 10% of the shares with voting rights;

dd) Individual and institutional shareholders whose ownership representatives are Chairpersons of the Board of Directors, members of Board of Directors, head of Supervisory Board (supervisors), Chief Executive Officers, Chief Operations Officers, chief accountants, Chief financial officers and other managers voted by the Shareholders’ General Meeting or appointed by the Board of Directors and major shareholders who are affiliated persons of the above persons must commit to holding 100% of the stocks owned by them for 06 months after the first trading date of stocks on the Stock Exchange and 50% of these stocks within the subsequent 06 months, excluding the stocks under state ownership owned by the above individuals representing to hold;

e) The company, the at-law representative of the company has not been handled for a violation within two years up to the time of registration for listing due to the conduct of prohibited acts in securities operations and securities market as specified in Article 12 of the Law on Securities;

g) The company has received a securities company’s consultancy on its dossier of registration for listing, unless the organization registering for listing is a securities company.

2. The classification and arrangement of listed stocks shall be based on the criteria specified in the listing regulations of the Vietnam Stock Exchange, including: charter capital, capitalisation, operation duration, financial situation, non-major shareholder structure and company governance.

Article 110. A dossier of stock or fund certificate listing registration

1. A dossier of stock listing registration of a company offering stocks to public or an equitized enterprise includes:

a) A written registration of listing stocks, made according to the Form No. 28 provided in Appendix attached to this Decree;

b) The prospectus of listing made according to the Form No. 29 provided in Appendix attached to this Decree; Certificate of offering registration of the State Securities Commission, report on the result of a public offering of securities of the organization registering for listing or a decision on approval of a competent state agency on the equitization scheme (in the case of the dossier of registration for listing stocks of an equitized enterprise); decisions of the Shareholders’ General Meeting approving the stock listing;

c) The register of shareholders of the listing registration organization made within 01 month before the time of submission of the listing registration dossier; accompanied with a list of major shareholders, strategic shareholders, insiders and affiliated persons of the insiders (quantity, holding rate and time of transfer restriction (if any));

d) Commitments of individual and institutional shareholders whose ownership representatives are Chairpersons of the Board of Directors, members of Board of Directors, head of Supervisory Board (supervisors), Chief Executive Officers, Chief Operations Officers, chief accountants, Chief financial officers and other managers voted by the Shareholders’ General Meeting or appointed by the Board of Directors and commitments of major shareholders who are affiliated persons of the above persons on holding 100% of the stocks owned by them for 06 months after the first trading date of stocks on the Stock Exchange and 50% of these stocks within the subsequent 06 months;

dd) A listing consultancy contract, unless the organization registering for listing is a securities company;

e) The certificate of the Vietnam Securities Depository and Clearing Corporation regarding the stocks of the organization registering for listing has been registered for centralized securities;

g) An enterprise registration certificate; establishment and operation license or equivalent legal documents;

h) Financial statements for 02 consecutive years immediately preceding the year of registration for listing by the organization registering for listing as prescribed in Clause 1, Article 107 of this Decree.

2. A dossier of registration for listing stocks of a company that has been traded on the Upcom trading system for at least 02 years includes:

a) The documents specified at Points a, c, d, dd, g and h, Clause 1 of this Article;

b) The decision of the Shareholders’ General Meeting adopting the stock listing;

c) The prospectus of listing made according to the Form No. 29 provided in Appendix attached to this Decree.

3. A dossier of listing registration of closed-end fund certificates, real estate investment funds, exchange-traded funds and stocks of a public securities investment company comprises:

a) A written registration of listing fund certificates and stocks of the securities investment company, made according to the Form No. 28 provided in Appendix attached to this Decree;

b) A certificate of registration of the establishment of a securities investment fund, an establishment and operation license of a securities investment company, enclosed with a prospectus, register of investors or register of shareholders;

c) The report on investment portfolio of the fund or the public securities investment company as of the time of listing registration, with the certification of the supervisory bank;

d) The certificate of registration of fund certificates and stocks of the securities investment company, issued by the Vietnam Securities Depository and Clearing Corporation.

4. The stock exchange, after approving the listing, shall submit to the State Securities Commission a copy of the listing registration dossier.

Article 111. Procedures for listing registration

1. a) Within 30 days after receiving a complete and valid dossier of listing registration, the State Securities Commission shall issue a decision approving the listing; in case of refusal, it shall reply in writing, clearly stating the reason.

2. Within 90 days from the date of approval to list, the organization registering for listing must put securities into trading.

Article 112. Conditions for stock listing of public companies formed after consolidation, merger, division, separation, and other restructuring cases

1. Conditions for listing of a consolidating company on the Stock Exchange include:

a) If the consolidated companies are listed companies, the consolidating company shall be listed if the consolidated companies are not liable to losses for 2 consecutive years based on the annual financial statements of 02 years immediately preceding the year of consolidation of the consolidated companies;

b) In case the consolidated companies are listed companies, in which at least 01 company has suffered losses for 02 consecutive years prior to the year of consolidation, the consolidating company shall be listed when having positive ROE, based on the pro forma financial information summary reports for the year immediately preceding the year of consolidation of the consolidating company;

c) If the listed company is consolidated with a company other than a listed company, in which the total assets of unlisted companies are worth less than 35% of total assets of the listed company having largest total assets, the consolidating company shall be listed when the listed companies participating in the consolidation are not subject to losses for 02 consecutive years based on the annual financial statements of the two years immediately preceding the year of merger of the listed companies;

d) If the listed company is consolidated with a company other than a listed company, in which the total assets of unlisted companies are worth 35% or more of total assets of the listed company having largest total assets, the consolidating company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system); in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined based on the pro forma financial information summary reports for 02 years immediately preceding the year of consolidation of the consolidating company;

dd) If all consolidated companies are not listed companies, but there is at least one company registered for trading on the Upcom trading system for 02 years or more or have made a public offering of stocks, at the same time, the total assets of other companies participating in the consolidation are less than 35% of the total assets of the company registered for trading or made a public offering of securities with the largest total asset value, the consolidating company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

– Annual financial statements of the two years immediately preceding the year of registration for listing of the consolidated company that is the company registered for trading or has made public offering of securities with the largest total asset value (if the company is registered listing in the year of consolidation).

– The annual financial statements of the year immediately preceding the year of consolidation of the consolidated company that is the company registered for trading or made public offering of securities with the largest total asset value; financial statements of the last accounting period from the beginning of the fiscal year to the time of consolidation of the company registered for trading or made public offering of securities with the largest total asset value and financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company (if the company registers for listing in the year immediately following the year of consolidation). The target of equity in the year immediately preceding the year of registration for listing is the average of equity at the beginning of the period and the equity at the end of the period, the after-tax profit target of the year immediately preceding the year of registration for listing is total after-tax profit of the periods, based on the financial statements of the last accounting period from the starting date of the fiscal year to the time of consolidation of the company registered for trading or made public offering of securities and the financial statements of the first accounting period from the time of the consolidation to the end of the fiscal year of the consolidating company.

– Financial statements of the last accounting period from the beginning of the fiscal year to the date of consolidation of the company registered for trading or made public offering of securities with the largest total value of assets and the financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company; annual financial statements of the year immediately preceding the year of registration for listing of the consolidating company (if the company registers for listing in the second year immediately following the year of consolidation).  The after-tax profit target for the consolidation year is total after-tax profit of the periods, based on the financial statements of the last accounting period from the starting date of the fiscal year to the time of consolidation of the company registered for trading or made public offering of securities with the largest total asset value and the financial statements of the first accounting period from the time of the consolidation to the end of the fiscal year of the consolidating company;

e) If all consolidated companies are not listed companies, but there is at least one company registered for trading on the Upcom trading system for 02 years or more or have made a public offering of stocks, at the same time, the total assets of other companies participating in the consolidation are valued at 35% or more of the total assets of the company registered for trading or made a public offering of securities with the largest total asset value, the consolidating company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

– The pro forma financial information summary reports for 02 years immediately preceding the year of consolidation of the consolidating company (if the company registers for listing in the year of consolidation).

– The pro forma financial information summary reports of the consolidating company for the year preceding the year of consolidation; pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidating company and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company (if the company registers for listing in the year immediately following the year of consolidation). The target of equity in the year immediately preceding the year of registration for listing is the average of equity at the beginning of the period and the equity at the end of the periods the after-tax profit target of the year immediately preceding the year of registration for listing is total after-tax profit of the periods, based on the pro forma financial information summary reports for the last accounting period from the starting date of the fiscal year to the time of consolidation of the consolidating company and the financial statements of the first accounting period from the time of the consolidation to the end of the fiscal year of the consolidating company.

– The pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the date of consolidation of the consolidating company and the financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company; annual financial statements of the year immediately preceding the year of registration for listing of the consolidating company (if the company registers for listing in the second year immediately following the year of consolidation).

– The after-tax profit target for the consolidation year is the total after-tax profit of periods, based on the pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidating company and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company;

g) In case of consolidation of enterprises other than those specified at Points a, b, c, d, dd, e of this Clause, the merging company must satisfy the listing conditions specified in Clause 1 of Article 109 of this Decree.

2. Conditions for stock listing of a merging company on the Stock Exchange include:

a) If the companies participating in the merger are listed companies, the merging company shall continue to be listed if the merging company and merged companies are not liable to losses for 02 consecutive years based on the annual financial statements of 02 years immediately preceding the year of merger of the companies participating in the merger;

b) In case the companies participating in the merger are listed companies, in which at least 01 company has suffered losses for 02 consecutive years prior to the year of merger, the merging company shall continue to be listed when having positive ROE, based on the pro forma financial information summary reports for the year immediately preceding the year of merger of the merging company;

c) In case where the merging company is a listed company, one of the merged companies is not a listed company and the total assets of the merged companies are worth less than 35% of total assets of the merging company, the merging company is allowed to continue to be listed if it is not subject to a loss for 02 consecutive years based on the annual financial statements of 02 years preceding the year of merger of the merging company;

d) If the merging company is a listed company, one of the merged companies is not a listed company and the total assets of the merged companies are worth 35% or more of total assets of the merging company, the organization registering for listing must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system); in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined based on the pro forma financial information summary reports for 02 years immediately preceding the year of merger of the merging company;

dd) If the merging company is not a listed company, but the merging company already registered for trading on the Upcom trading system for 02 years or more or have made a public offering of stocks, at the same time, the total assets of merged companies are less than 35% of the total assets of the merging company, the organization registering for listing must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of the annual financial statements for 02 years preceding the year of listing registration of the merging company;

e) If the merging company is not a listed company, but the merging company already registered for trading on the Upcom trading system for 02 years or more or have made a public offering of stocks, at the same time, the total assets of merged companies are valued at 35% or more of the total assets of the merging company, the organization registering for listing must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

– The pro forma  financial information summary reports for 02 years immediately preceding the year of merger of the organization registering for listing (if the company registers for listing in the year of merger);

– The pro forma  financial information summary reports for the year immediately preceding the year of merger and the latest annual financial statement of the merging company (if the company registers for listing in the year following the year of merger);

– Annual financial statements of the 02 years immediately preceding the year of registration for listing by the organization registering for listing (if the company registers for listing in the second year immediately following the year of merger);

g) In case of merger of enterprises other than those specified at Points a, b, c, d, dd, e of this Clause, the listing conditions are specified in Clause 1 of Article 109 of this Decree.

3. Conditions for listing on the Stock Exchange of a company formed after division or separation include:

a) The listing conditions for the separating companies and the company formed after the division shall comply with Clause 1, Article 109 of this Decree;

b) In case where the listed company carries out an enterprise separation, the separated company may continue to be listed when it meets the conditions for being a public company specified in the Law on Securities and not subject to a loss for 02 consecutive years based on the annual financial statements of the two years immediately preceding the year of separation of the separated company;

c) In case a listed company carries out an enterprise separation and the separated company suffers a loss for 02 consecutive years prior to the year of separation, the separated company may continue to be listed when it meets the conditions of being a public company and have a positive ROE based on the pro forma financial information summary reports for the year immediately preceding the year of separation of the separated company;

dd) If the separated company is not a listed company, but it already registered for trading on the Upcom trading system for 02 years or more or has made a public offering of stocks, at the same time, the total assets of separating companies are less than 35% of the total assets of the separated company, the separated company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of the annual financial statements for 02 years preceding the year of listing registration of the separated company;

dd) If the separated company is not a listed company, but it already registered for trading on the Upcom trading system for 02 years or more or has made a public offering of stocks, at the same time, the total assets of separating companies are valued at 35% or more of the total assets of the separated company, the separated company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

– The pro forma  financial information summary reports for 02 years immediately preceding the year of listing registration of the separated company (if the company registers for listing in the year of separation);

– The pro forma  financial information summary reports for the year immediately preceding the year of merger and the latest annual financial statement of the separated company (if the company registers for listing in the year following the year of separation);

– Annual financial statements of the recent 02 years by the separated company (if the company registers for listing in the second year immediately following the year of separation);

e) In case where the separated company does not fall into the cases specified at Points b, c, d, dd of this Clause, the separated company must satisfy the listing conditions specified in Clause 1 of Article 109 of this Decree.

4. Conditions for listing of stocks on the Stock Exchange of a company formed after a restructuring, except for the cases specified in Clauses 1, 2 and 3 of this Article include:

a) A listed company that conducts restructuring activities may continue to be listed when it is not subject to a continuous losses for two years preceding the year of restructuring based on the pro forma financial information summary reports for 02 years immediately preceding the year of restructuring;

b) If the company conducting restructuring is not a listed company, but it already registered for trading on the Upcom trading system for 02 years or more or has made a public offering of stocks, the company formed after restructuring must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

– The pro forma financial information summary reports for 02 years immediately preceding the year of listing registration by the company conducting restructuring (if the company registers for listing in the year of restructuring);

– The pro forma financial information summary reports for the year immediately preceding the year of restructuring and the latest annual financial statement of the company conducting restructuring (if the company registers for listing in the year following the year of restructuring);

– Annual financial statements of the recent 02 years by company conducting restructuring (if the company registers for listing in the second year immediately following the year of restructuring);

c) If the company conducting restructuring does not fall into the cases specified at Points a and b of this Clause, the company formed after restructuring must satisfy the listing conditions as prescribed in Clause 1, Article 109 of this Decree.

Article 113. Dossier and procedures for registration of listing stocks at the Stock Exchange by public companies formed after enterprise consolidation

1. For the cases specified at Points a, c, Clause 1, Article 112 of this Decree, the listing registration dossier includes the documents specified at Points a, b, c, e, g and h, Clause 1, Article 110 of this Decree, in which the financial statements specified at Point h, Clause 1, Article 110 of this Decree are replaced by the annual financial statements of the last two years audited by an accredited audit firm of the consolidated enterprises.

2. For the cases specified at Point b, Clause 1, Article 112 of this Decree, the listing registration dossier prescribed at Points a, b, c, e, g and h, Clause 10 of this Decree, in which the financial statements specified at Point h, Clause 1, Article 110 of this Decree are replaced by the annual financial statements of the last two years of consolidated enterprises and pro forma financial information summary reports for the year preceding the year of consolidation of the organization registering for listing,  audited by an accredited audit firm.

3. For the cases specified at Point d, Clause 1, Article 112 of this Decree, the listing registration dossier under Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by the annual financial statements of the last two years of consolidated enterprises and pro forma financial information summary reports for 02 years preceding the year of consolidation of the organization registering for listing, audited by an accredited audit firm.

4. For the case specified at Point dd, Clause 1, Article 112 of this Decree, the listing registration dossier shall comply with Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of consolidation: Annual financial statements for 02 years preceding the year of listing registration of consolidated enterprises;

b) In case the company registers for listing in the year immediately following the year of consolidation: Annual financial statements of the year preceding the year of consolidation of consolidated enterprises; financial statements for the accounting period of the last year from the beginning of the fiscal year to the time of consolidation of the consolidated companies and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company.

b) In case the company registers for listing in the second year following the year of consolidation: Annual financial statements of the year preceding the year of consolidation of consolidated enterprises; financial statements for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidated companies and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company; annual financial statements of the year preceding the year of listing registration of the consolidating company.

5. For the case specified at Point e, Clause 1, Article 112 of this Decree, the listing registration dossier shall comply with Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of consolidation: Audited annual financial statements of the last 02 years of enterprises participating the consolidation, pro forma financial information summary reports for 02 years immediately preceding the year of consolidation of the organization registering for listing audited by an accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of consolidation: Annual financial statements of the year immediately preceding the year of consolidation and the financial statements of the last accounting period from the beginning of the fiscal year to the time of consolidation of enterprises participating the consolidation, audited by an accredited audit firm; pro forma financial information summary reports for the year immediately preceding the year of consolidation of the organization registering for listing, audited by an accredited audit firm; pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidating company and the financial statement of the first accounting period from the time of consolidation to time of the end of the fiscal year of the organization registering for listing;

b) In case the company registers for listing in the second year following the year of consolidation: Annual financial statements of the year preceding the year of consolidation and financial statements of the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidated companies, pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidating company and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company; annual financial statements of the year preceding the year of listing registration of the consolidating company.

6. For cases specified at Point g, Clause 1, Article 112 of this Decree, the listing registration dossiers shall comply with Clause 1, Article 110 of this Decree.

7. Order and procedures for listing registration for the cases of listing registration specified in Clauses 1, 2 and 3 of this Article:

a) Within 30 days from the date the State Securities Commission confirms the completion of the public company registration, the consolidating company must register for listing at the Stock Exchange;

b) Within 30 days after receiving a complete and valid dossier of listing registration, the State Securities Commission shall approve the listing registration; in case of refusal, it shall reply in writing, clearly stating the reason.

8. Order and procedures for listing registration for the cases specified in Clauses 4, 5 and 6 of this Article shall comply with Article 111 of this Decree.

Article 114. Dossiers, order and procedures for continuation of listing and registration of stock listing after the merger

1. A dossier of proposal for continuation of listing for the cases specified at Points a and c, Clause 2, Article 112 of this Decree comprises:

a) A written proposal for continuation of listing stocks, made according to the Form No. 30 provided in Appendix attached to this Decree;

b) An enterprise registration certificate; establishment and operation license or equivalent legal documents;

c) The revised certificate of securities registration, issued by the Vietnam Securities Depository and Clearing Corporation;

d) Financial statements for the two years immediately preceding the year of merger of the merging company and the merged companies.

2. A dossier of proposal for continuation of listing for the cases specified at Point b, Clause 2, Article 112 of this Decree comprises:

a) A written proposal for continuation of listing stocks, made according to the Form No. 30 provided in Appendix attached to this Decree;

b) Pro forma financial information summary reports for the year immediately preceding the year of merger of the merging company, guaranteed by an accredited audit firm;

c) Financial statements for the two years immediately preceding the year of merger of the merging companies and the merged companies;

d) The documents specified at Points b and c, Clause 1 of this Article.

3. A dossier of proposal for continuation of listing for the cases specified at Point d, Clause 2, Article 112 of this Decree comprises:

a) The documents specified at Points a and d, Clause 1 of this Article and Points c, d and dd, Clause 1, Article 110 of this Decree;

b) Financial statements for the two years immediately preceding the year of merger of the merging company and the merged companies;

c) Pro forma financial information summary reports for the year immediately preceding the year of merger of the merging company, guaranteed by an accredited audit firm.

4. A dossier of listing registration for the case specified at Point dd, Clause 2, Article 112 of this Decree shall comply with Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of merger: the annual financial statements of the two years immediately preceding the year of the merger of the merging company and of the merged companies, audited by accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of merger: the annual financial statements of the organization registering for listing for the year immediately preceding the year of listing registration, financial statement for the year immediately preceding the year of the merger of the merging company and of the merged companies, audited by accredited audit firm;

c) In case the company registers for listing in the second year following the year of merger: Annual financial statements of 02 years immediately preceding the year of registration for listing, audited by an accredited audit firm of the organization registering for listing.

5. A dossier of listing registration for the case specified at Point e, Clause 2, Article 112 of this Decree shall comply with Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of merger: Annual financial statements of two years immediately preceding the year of merger of the merging company and the merged companies, the pro forma financial information summary reports for the two years immediately preceding the year of the merger, guaranteed by an accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of merger: Annual financial statements of the year immediately preceding the year of listing registration of the organization registering for listing, annual financial statements of the year immediately preceding the year of merger of the merging company and the merged companies, the pro forma financial information summary reports for the year immediately preceding the year of the merger of the organization registering for listing, guaranteed by an accredited audit firm;

c) In case the company registers for listing in the second year following the year of merger: Annual financial statements of 02 years immediately preceding the year of registration for listing, audited by an accredited audit firm of the organization registering for listing.

6. For cases specified at Point g, Clause 2, Article 112 of this Decree, the listing registration dossiers shall comply with Clause 2, Article 110 of this Decree.

7. Order and procedures for continuation of listing for the cases specified in Clause 1 of this Article are prescribed as follows:

a) Within 30 days from the date of issuance of the revised enterprise registration certificate, the company must carry out the procedures for reviewing the listing conditions;

b) Within 07 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing and additional list the additionally issued stocks; in case of refusal, it shall reply in writing, clearly stating the reason;

c) Within 05 working days from the date on which the Stock Exchange issues the decision approving the continuation of listing and additional listing, the listing organization must register trading date for the new securities (the trading day must be at least 06 working days from the date on which the Stock Exchange receives the written request from the listed organization but no later than 30 days from the date of issuance of the decision on approval for listing change) and complete the procedures to put new securities into trading. In case additional listed securities include transfer-restricted securities, the listed organization shall simultaneously register the trading date of the securities subject to transfer restriction at a specified time after the expiration of the transfer restriction duration.

8. Order and procedures for continuation of listing for the cases specified in Clauses 2 and 3 of this Article are prescribed as follows:

a) Within 30 days from the date of issuance of the revised enterprise registration certificate, the company must carry out the procedures for reviewing the listing conditions;

b) Within 30 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing and additional list the additionally issued stocks; in case of refusal, it shall reply in writing, clearly stating the reason;

c) The organization registering for listing must register the official trading date for additional listed securities according to Point c, Clause 7 of this Article.

9. Order and procedures for listing registration for the cases specified in Clauses 4, 5 and 6 of this Article shall comply with Article 111 of this Decree.

Article 115. Dossiers, order and procedures for continuation of listing and registration of stock listing after the division or separation of enterprises

1. Dossiers of request for listing registration of divided and separated enterprises shall comply with Article 110 of this Decree.

2. A dossier of proposal for continuation of listing for the cases of separation specified at Point b, Clause 3, Article 112 of this Decree comprises:

a) A written proposal for continuation of listing stocks, made according to the Form No. 30 provided in Appendix attached to this Decree;

b) The report on equity of the separated company after the separation of the enterprise, audited by an accredited audit firm; financial statements for 2 years immediately preceding the year of the separation of the separated company;

c) The shareholder’s register of the separated company after the separation, made within 01 month before the time of submission of the listing registration dossier; accompanied with a list of major shareholders, strategic shareholders, insiders and affiliated persons of the insiders (quantity, holding rate and time of transfer restriction (if any));

d) An enterprise registration certificate; establishment and operation license or equivalent legal documents;

dd) The revised certificate of securities registration, issued by the Vietnam Securities Depository and Clearing Corporation;

3. A dossier of proposal for continuation of listing for the cases of separation specified at Point c, Clause 3, Article 112 of this Decree comprises:

a) The documents specified in Clause 2 of this Article;

b) Pro forma financial information summary reports for the year immediately preceding the year of separation, guaranteed by an accredited audit firm;

4. A dossier of request for listing registration for the case of enterprise separation specified at Point d, Clause 3, Article 112 of this Decree comprises documents specified in Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of separation: the annual financial statements of the two years immediately preceding the year of separation of the separated company, audited by accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of separation: the annual financial statements of the year immediately preceding the year of registration for listing, audited by an accredited audit firm of the listing registration organization, the annual financial statement of the year immediately preceding the year of enterprise separation of the separated company, audited by an accredited audit firm;

b) In case the company registers for listing from the second year following the year of separation: Annual financial statements of 02 years immediately preceding the year of registration for listing, audited by an accredited audit firm of the organization registering for listing.

5. A dossier of request for listing registration for the case of enterprise separation specified at Point dd, Clause 3, Article 112 of this Decree comprises documents specified in Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of separation: Annual financial statements of 02 years immediately preceding the year of listing of the separated enterprise, pro forma financial information summary reports of the organization registering for listing for 02 years immediately preceding the year of enterprise separation, guaranteed by an accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of separation: the annual financial statements of the year immediately preceding the listing year of the organization registering for listing, the annual financial statement of the separated company in the year immediately preceding the year of separation; pro forma financial information summary reports for the year immediately preceding the year of separation;

c) In case the company registers for listing in the second year following the year of separation: Annual financial statements of 02 years immediately preceding the listing year, audited by an accredited audit firm of the organization registering for listing.

6. A dossier of proposal for listing registration for the cases of separation specified at Point e, Clause 3, Article 112 of this Decree comprises documents specified at Article 110 of this Decree.

7. Order and procedures for listing registration for the cases specified in Clauses 1, 4, 5 and 6 of this Article shall comply with Article 111 of this Decree.

8. Order and procedures for continuation of listing for the separated company specified in Clause 2 of this Article:

a) Within 30 days from the date of issuance of the revised enterprise registration certificate, the company must carry out the procedures of request for reviewing the listing conditions;

b) Within 07 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing; in case of refusal, it shall reply in writing, clearly stating the reason.

9. Order and procedures for continuation of listing for the separated company specified in Clause 3 of this Article:

a) Within 30 days from the date of issuance of the revised enterprise registration certificate, the company must carry out the procedures of request for reviewing the listing conditions;

b) Within 30 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing; in case of refusal, it shall reply in writing, clearly stating the reason.

Article 116. Dossiers and procedures for continuation of listing and registration of stock listing of an enterprise after other restructuring processes

1. A dossier of proposal for continuation of listing for the cases specified at Point a, Clause 4, Article 112 of this Decree comprises:

a) A written proposal for continuation of listing stocks, made according to the Form No. 30 provided in Appendix attached to this Decree;

b) Financial statements for 02 years preceding the year of restructuring and pro forma financial information summary reports for 02 years immediately preceding the year of enterprise restructuring of the organization conducting the restructuring;

c) An enterprise registration certificate; establishment and operation license or equivalent legal documents;

d) The revised certificate of securities registration, issued by the Vietnam Securities Depository and Clearing Corporation.

2. A dossier of stock listing registration for the case specified at Point b, Clause 4, Article 112 of this Decree comprises documents specified in Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case of registering for listing in the year of restructuring: Annual financial statements of the last 02 years, audited by an accredited audit firm and pro forma financial information summary reports for 02 years immediately preceding the year of listing registration of the organization conducting the restructuring;

b) In case of registering for listing in the year immediately following the year of restructuring: Financial statements for 02 years preceding the year of restructuring, audited by an accredited audit firm and pro forma financial information summary reports for 02 years immediately preceding the year of enterprise restructuring of the organization conducting the restructuring;

c) In case of registering for listing in the second year immediately following the year of restructuring: Annual financial statements of 02 years immediately preceding the listing year of the organization conducting the restructuring.

3. A dossier of proposal for listing registration for the cases of enterprise restructuring specified at Point c, Clause 4, Article 112 of this Decree comprises documents specified in Article 110 of this Decree.

4. Order and procedures for reviewing listing conditions for the cases specified in Clause 1 of this Article are prescribed as follows:

a) Within 30 days from the date of completion of the transaction, the company must carry out the procedures of request for reviewing the listing conditions;

b) Within 07 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing and additional list the additionally issued stocks (if any); in case of refusal, it shall reply in writing, clearly stating the reason;

c) The listed organization must register the trading date for new securities (if any) according to Point c, Clause 7 of this Article.

5. Order and procedures for listing registration for the cases specified in Clauses 2 and 3 of this Article shall comply with Article 111 of this Decree.

Article 117. Change of registration for listing stocks and fund certificates in case of change in the amount of listed stocks and fund certificates other than the cases of merger or separation of the company or enterprise restructuring

1. Listed organization which is not in case of merger or separation of company or enterprise restructuring shall change the registration for listing of stocks and fund certificates upon change in the amount of listed stocks and fund certificates.

2. A dossier of change of listing registration comprises:

a) The written request for change of listing registration made according to the Form No. 31 provided in Appendix attached to this Decree, clearly stating the reason for the change of listing and relevant documents;

b) The revised certificate of securities registration issued by the Vietnam Securities Depository and Clearing Corporation, the certificate of adjustment of the securities investment fund establishment registration certificate, the license for adjustment the establishment and operation of a securities investment company;

c) An equity report audited by an accredited audit firm, except for cases of increase capital from equity sources.

3. Order and procedures for change of listing registration

a) Within 30 days from the date of issuance of the revised enterprise registration certificate or from the end of the offering or issuance or from the date on which the number of other listed stocks is changed, the listed organization must submit a dossier of change of listing registration;

b) Within 05 working days after receiving a complete and valid dossier, the Stock Exchange shall accept changes of listing registration;

c) In case there is an increase in the amount of listed securities, the listed organization must register the trading date for new securities according to Point c, Clause 7 of this Article.

Article 118. Listing of corporate bonds

1. Corporate bonds listed on the Stock Exchange are those offered to the public.

2. A dossier of bond listing registration comprises:

a) A written request for bond listing registration, made according to the Form No. 28 provided in Appendix attached to this Decree;

b) The register of bondholders of the listing registration institution made within 01 month before the time of submission of the listing registration dossier;

c) The commitment to fulfill the obligations of the listing registration organization toward investors, including the payment conditions, the debt ratio on equity, conversion conditions (in case of listing of convertible bonds) and other conditions;

d) A contract on provision of consultancy on bond listing between the issuing organization and a securities company, unless the issuing organization is a securities company;

dd) The certificate of the Vietnam Securities Depository and Clearing Corporation regarding the bonds of the organization registering for listing has been registered for centralized securities.

3. Procedures for corporate bond listing registration

a) Within 30 days after receiving a complete and valid dossier of listing registration, the State Securities Commission shall issue a decision approving the listing;

b) Within 90 days from the date of approval to list, the organization registering for listing must put bonds into trading.

Article 119. Bond listing by an enterprise after the reorganization

1. Bonds already offered to the public by the merged or consolidated company shall continue to be listed on the Stock Exchange.

2. In case the listed organization divides or separates an enterprise, the bond shall be required to be delisted.

Article 120. Compulsory delisting

1. Stocks of a public company must be delisted upon occurrence of any of the following cases:

a) A public company status is canceled by the listed organization according to the State Securities Commission’s notice;

b) The listed organization suspends or is suspended from main production and business activities for 01 year or longer;

c) The listed organization has its enterprise registration certificate or license for operation in a specialized area revoked;

d) The stocks are not traded on the Stock Exchange for 12 months;

dd) The stocks are not put into trading within 90 days from the date on which the Stock Exchange approves listing registration;

e) Production and business activities suffer loss for 03 consecutive years or the total accumulated loss exceeds the actually contributed capital or the equity is negative in the audited financial statement of the latest year prior to the time of consideration;

g) The listed organization terminates its existence due to reorganization, dissolution or bankruptcy;

h) Audit firm does not accept to perform audit or has a contradictory audit opinion or refuses to give opinion on the most recent annual financial statements of the listed organization or has an exceptionally audit opinion with annual financial statements for 03 consecutive years;

i) The listed organization submits late annual financial statements in 03 consecutive years;

k) The State Securities Commission and the Stock Exchange discover that the listed organization has falsified the listing dossier;

l) A listed organization is handled for violations against prohibited acts specified in Clauses 1, 2, 3, 7, Article 12 of the Law on Securities;

m) The listed organization is suspended or banned from operating in the main business lines or activities;

n) Failing to meet listing conditions due to merger or separation and cases of enterprise restructuring; or after completion of merger, separation and cases of enterprise restructuring but failing to carry out the procedures for listing registration, request for review of listing conditions or change in listing registration within the prescribed time limit;

o) The listed organization seriously violates the obligation to disclose information, fails to fulfill financial obligation toward the Stock Exchange and falls into a case in which the State Securities Commission or the Stock Exchange finds the delisting necessary in order to protect investors’ interests.

2. The company’s stocks are delisted but still satisfy the condition that the public company must register for trading on the Upcom trading system as prescribed in Article 133 of this Decree.

3. Closed-end fund certificates, real estate investment funds, exchange-traded funds and stocks of a public securities investment company shall be subject to compulsory delisting upon occurrence of any of the following cases:

a) Closed-end funds, real estate investment funds, public securities investment companies no longer meet the conditions for having at least 100 investors excluding professional securities investors;

b) The deviation level from the reference index continuously in the last 03 months exceeds the maximum deviation level as prescribed by the Stock Exchange; or it is impossible to identify the reference index because of force majeure reasons which are specified in the principles of index determination (for exchange-traded fund certificates);

c) Fund certificates and stocks of the securities investment company have not been traded at the Stock Exchange for a period of 12 months;

d) The fund certificates and stocks of the securities investment company are not put into trading within 90 days from the date on which the Stock Exchange approves listing registration;

dd) The securities investment fund, the securities investment company is dissolved or terminates its existence due to the consolidation or merger under the decision of the fund’s Investors’ General Meeting, Shareholders’ General Meeting of the securities investment company;

e) The State Securities Commission and the Stock Exchange discover that the listed organization has falsified the listing dossier;

g) The securities investment funds and public securities investment companies seriously violate the obligation to disclose information and fall into other cases in which the State Securities Commission or the Stock Exchange finds the delisting necessary in order to protect investors’ interests.

4. Stocks of public companies, closed-end fund certificates, real estate investment funds, exchange-traded funds and stocks of a securities investment company subject to compulsory delisting may continue to be traded within 30 days from the date of issuance of the delisting decision, except for cases of delisting as prescribed at Points c, d, dd, g, k, l, m, Clause 1 and Points c, d, dd, e Clause 3 of this Article.

5. Bonds must be delisted upon occurrence of any of the following cases:

a) The bonds become mature or the whole of listed bonds are redeemed by the issuing organization prior to maturity;

b) The organization listing bonds terminates its existence due to dissolution or bankruptcy;

c) For cases specified at Points b, c, e, h, i, k, l, m, Clause 1 of this Article and Clause 2, Article 119 of this Decree; issuing organizations are not allowed to put the bonds into trading in accordance with Clause 2, Article 111 of this Decree.

6. Covered warrants shall be delisted in the following cases:

a) The underlying securities are delisted or it is impossible to determine the securities index;

b) The dossier of registration for covered warrant offering contains false information, omits important contents that could affect the investment decision and cause damage to the investor; or when detecting that the issuing organization does not provide a deposit guarantee for payment or does not have a payment underwriting from the bank;

c) The total amount of underlying securities converted from issued warrants of all issuing organizations compared with the total number of freely transferable underlying securities exceeds a percentage as prescribed in the State Securities Commission’s regulation;

d) The issuing organization violates the obligation to prevent risks or seriously violates the obligation to create a market, leading to the termination of the market making operation in accordance with the regulations of the Stock Exchange;

dd) Warrant rights have been exercised or become mature;

e) The cases specified at Points c and g, Clause 1 of this Article.

The redemption of covered warrants and payment for the investor holding the covered warrants and other related activities in the event of delisting the covered warrants according to the guidance of the Ministry of Finance.

Article 121. Voluntary delisting of securities

1. Conditions for voluntary delisting of stocks and fund certificates:

a) The decision on voluntary delisting is approved by the Shareholders’ General Meeting, the Investors’ General Meeting according to the enterprise law and prescribed in the charter of the securities investment fund, with approval from more than 50% of the votes of the non-major shareholders;

b) The voluntary delisting shall be made only after at least 02 years from the date of issuance of the decision on approval of listing on the Stock Exchange.

2. Conditions for voluntary delisting of covered warrants:

An issuing organization may voluntarily delist part or all of the warrants not yet in circulation at least 30 days after the listing date according to the following principles:

a) In case warrants are still in circulation, the remaining warrants (after subtracting the expected delisting part) must reach at least 10% of the issued warrants;

b) If the issuing organization already owns all issued warrants, the issuing organization may request to delist all issued warrants.

3. A dossier of request for voluntary delisting comprises:

a) A written request for voluntary delisting, made according to the Form No. 32 provided in Appendix attached to this Decree;

b) Decision of the Shareholders’ General Meeting (in the case of delisting of stocks) or of the Investors’ General Meeting (for delisting of fund certificates) or of the Board of Directors (in the case of delisting of covered warrants) approving the voluntary delisting;

c) The plan to settle the interests of shareholders after the voluntary delisting, approved by the Shareholders’ General Meeting (in the case of delisting of stocks).

4. Procedures for voluntary delisting

Within 07 working days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the voluntary delisting of securities; in case of refusal, it shall reply in writing, clearly stating the reason.

Article 122. Registration for relisting

1. Organizations whose stocks are delisted under Articles 120 and 121 of this Decree are only allowed to register for relisting after trading for at least two years on the Upcom trading system.

2. Conditions, dossiers and procedures for relisting shall comply with Articles 110 and 111 of this Decree.

Section 3. LISTING OF SECURITIES IN VIETNAM OF FOREIGN ISSUING ORGANIZATIONS

Article 123. Conditions for securities listing of a foreign issuing organization

1. Being securities of the foreign issuing institution which have been offered to the public in Vietnam under Vietnamese law on securities.

2. The number of securities registered for listing corresponds to the number of securities permitted for offering in Vietnam.

3. Meeting the listing conditions prescribed in this Decree.

4. Being consulted on securities listing by a securities company established and operating in Vietnam.

5. Complying with Vietnamese law on foreign exchange management.

Article 124. Dossiers and procedures for securities listing registration by a foreign issuing organization

1. A dossier of listing registration comprises:

a) A written proposal for approval of the securities listing in Vietnam of the foreign issuing organization, made according to the form No. 33 provided in Appendix to this Decree;

b) Documents specified at Points b, c, d, dd, e, g, h, Clause 1, Article 110 of this Decree for case of stock listing; documents specified at Points b, c, d, dd, Clause 2, Article 118 of this Decree for case of listing of bonds.

2. Procedures for listing registration

a) Within 30 days after receiving a complete and valid dossier, the State Securities Commission shall approve or refuse to permit the foreign issuing organization to carry out procedures for registration of listing on a Stock Exchange in Vietnam. In case of refusal, a written reply, clearly stating the reason is required;

b) After the foreign issuing organization is approved by the State Securities Commission to carry out the procedures for listing on the Stock Exchange in Vietnam, the issuing organization must submit to the Stock Exchange the listing registration dossier as prescribed in Clause 1 of this Article (except for documents specified at Point a, Clause 1 of this Article). Procedures for registration of listing on the Stock Exchange shall comply with Article 111 of this Decree.

Article 125. Delisting

Securities of a foreign issuing organization in Vietnam shall be delisted upon the occurrence of any of the cases specified in Article 120 of this Decree or in case the investment project of the foreign organization in Vietnam is suspended from main business and production activities for 01 year or longer, or has its investment license revoked.

Section 4. SECURITIES LISTING OR TRADING OF VIETNAMESE ISSUING ORGANIZATIONS ON A FOREIGN STOCK EXCHANGE

Article 126. Conditions for securities listing or trading on a foreign Stock Exchange

1. Not being on the list of business lines in which participation of foreign parties is prohibited by law and ensuring foreign holding rate in accordance with law.

2. The issuing institution’s registration for listing or trading of securities on a foreign stock exchange must be associated with the overseas offering of securities.

3. Having a decision approving the securities listing or trading on a foreign stock exchange of the Shareholders’ General Meeting (for joint-stock companies), of the Members’ Council (for limited liability companies with two or more members) or of the company owner (for single-member limited liability companies).

4. Meeting the listing or trading conditions of the stock exchange of the country in which the securities market management agency or the stock exchange has agreed to cooperate with the Vietnamese State Securities Commission or stock exchange.

5. Complying with Vietnamese regulations on foreign exchange management.

6. The issuing organization engaged in a conditional business line shall obtain approval of the relevant specialized state management agency.

Article 127. Registrations for securities listing or trading on a foreign Stock Exchange

1. An issuing organization shall send to the State Securities Commission documents for registering overseas listing or trading of securities before submitting a dossier of listing registration on a foreign Stock Exchange, including:

a) A written proposal for listing or trading registration on a foreign Stock Exchange, made according to the form No. 34 provided in Appendix to this Decree;

b) A copy of the dossier of listing or trading registration at the foreign stock exchange;

b) The decision on the listing or trading of securities on a foreign stock exchange of the Shareholders’ General Meeting (for joint-stock companies), or the Members’ Council (for limited liability companies with two or more members) or of the company owner (for a single-member limited liability companies);

d) The written approval of the specialized state management agency, for the conditional business organization;

dd) Documents determining the foreign holding rate of the enterprise;

e) An issuing organization’s commitment on complying with Vietnamese regulations on foreign exchange management.

2. The approval procedures of the State Securities Commission

Within 30 days after receiving a complete and valid dossier, the State Securities Commission shall reply on the approval of the listing or trading registration at the foreign Stock Exchange of a Vietnamese issuing organization. In case of refusal, a written reply, clearly stating the reason is required;

3. In case of overseas offering or issuance of securities associated with listing or trading securities on a foreign Stock Exchange, the issuing organization shall send to the State Securities Commission the dossier specified in Clause 1 of this Article and a dossier of registration for overseas offering or issuance of securities under this Decree. In this case, the State Securities Commission shall simultaneously reply in writing to the Vietnamese issuing organization’s dossier of overseas offering or issuance of securities and its registration of listing or trading at a foreign Stock Exchange according to the time limit specified in Clause 2 of this Article.

Article 128. Obligations of enterprises with securities listed or traded on a foreign Stock Exchange

1. Enterprises having securities listed and traded on a foreign Stock Exchange must make report to the State Securities Commission and disclose information within 24 hours after the occurrence of any of the following events:

a) When officially submitting a dossier of registrations for securities listing or trading with a foreign Stock Exchange;

b) Upon receipt of a decision from a competent overseas agency or a foreign Stock Exchange approving or disapproving the securities listing or trading;

c) Having a decision on the delisting or trading cancellation at a foreign Stock Exchange.

2. To disclose information in accordance with foreign and Vietnamese laws. Any differences between foreign and Vietnamese laws on information disclosure must be reported to the State Securities Commission. Information disclosed to investors and holders of securities in foreign securities markets must be simultaneously disclosed in Vietnamese in Vietnam in the mass media and reported to the State Securities Commission and the Vietnamese stock exchange on which the issuing organization lists its securities.

3. In case where the organization is simultaneously listed on domestic and foreign securities markets, the periodic financial statements must be prepared in accordance with Vietnamese and foreign accounting standards, together with an explanation of differences between the accounting standards.

4. To assure the participation rate of foreign investors in accordance with law.

5. To comply with Vietnamese regulations on foreign exchange management with regard to foreign-currency transactions related to the listing or trading of securities on the foreign Stock Exchange.

Article 129. Delisting or trading cancellation on a foreign Stock Exchange in order to list on a domestic Stock Exchange

1. The organization delisting or canceling trading on a foreign Stock Exchange is allowed to register for listing on a domestic Stock Exchange if meeting conditions for securities listing.

2. A listed organization may delist or cancel the trading one part or all of securities listed or traded on a foreign Stock Exchange in order to register for additional listing on the domestic Stock Exchange (in case such organization concurrently lists such securities on a domestic Stock Exchange).

3. The listing registration on a domestic stock exchange after delisting or trading cancellation on a foreign stock exchange shall comply with Vietnamese law on securities and Vietnamese securities market.

Article 130. Documents reporting the listing or trading of depositary receipts a foreign Stock Exchange

The organization issuing underlying securities for issuing depository receipts on a foreign Stock Exchange shall report to the State Securities Commission before registering the listing or trading of depository receipts on such foreign stock exchange. The reporting documents include:

1. The decision of the Shareholders’ General Meeting approving the issuance, listing and trading of depository receipts on a foreign Stock Exchange.

2. The documents related to the offering of securities or the number of outstanding securities in order to issue depository receipts.

3. The information disclosure paper according to the Form No. 35 provided in Appendix attached to this Decree.

4. A copy of the dossier of issuance, listing and trading of depository receipts on the foreign Stock Exchange.

Article 131. Responsibilities of the organization issuing underlying securities for issuing depository certificates listed and traded on a foreign Stock Exchange

1. The organization issuing new securities to serve as a basis for issuing depository receipts shall perform the obligations of information disclosure and other obligations provided in Article 128 of this Decree.

2. For depositary receipts issued on the basis of outstanding securities, the organization already issued underlying securities must perform the following obligations:

a) Within 24 hours from the official submission of the dossier of registration for listing or trading or officially delisting or trading cancellation of depositary receipts at the foreign Stock Exchange, the organization issuing underlying securities must report to the State Securities Commission and disclose information on the mass media;

b) Complying with conditions prescribed in Clauses 2, 3, 4 and 5, Article 128 of this Decree.

Article 132. Responsibilities of the organization issuing depository certificates listed and traded on a foreign Stock Exchange

The organization issuing depositary receipts shall be responsible for notifying the organization issuing underlying securities of the listing and trading of depositary receipts at a foreign Stock Exchange under the scheme on overseas issuance of depositary receipts.

Section 5. REGISTRATION FOR TRADING ON THE UPCOM TRADING SYSTEM

Article 133. Subjects and time limit for trading registration

1. Subjects of trading registration

a) Public companies not listed on the Stock Exchange;

b) Companies subject to compulsory or voluntary delisting but still meet the conditions for being a public company;

c) Equitized companies subject to trading registration in accordance with the law on transformation of state enterprises, single-member limited liability companies with 100% of charter capital owned by state enterprises, public non-business units into joint-stock companies.

2. Time limit for trading registration

a) The public company must complete the registration of stocks at the Vietnam Securities Depository and Clearing Corporation and register for trading on the Upcom trading system in accordance with Points d and dd, Clause 1, Article 34 of the Law on Securities;

b) Within 07 working days from the effective date of the delisting, the Stock Exchange shall coordinate with the Vietnam Securities Depository and Clearing Corporation to register for trading for stocks of the delisted company;

c) Time for trading registration for equitized companies shall comply with the law on transformation of state enterprises, single-member limited liability companies with 100% of charter capital owned by state enterprises, public non-business units into joint-stock companies. An equitized enterprise that registers for trading on the Upcom trading system must fulfill the obligation to disclose information in accordance with the law and regulations of the Stock Exchange.

Article 134. Dossier of trading registration

1. A dossier of trading registration of a public company prescribed at Point a, Clause 1, Article 32 of the Law on Securities comprises:

a) A written request for stock trading registration, made according to the Form No. 36 provided in Appendix attached to this Decree;

b) The documents specified at Points b, c, d and dd, Clause 1, Article 33 of the Law on Securities;

c) The State Securities Commission’s written certification of completion of the public company registration;

d) The certificate of securities registration of the Vietnam Securities Depository and Clearing Corporation and a written notice to the Vietnam Securities Depository and Clearing Corporation of the registration of date of closing the list of shareholders for trading registration.

2. A dossier of trading registration of a public company prescribed at Point b, Clause 1, Article 32 of the Law on Securities comprises:

a) The documents specified at Points a, c and d, Clause 1 of this Article;

b) The prospectus enclosed with the Certificate of registration for the offering and a report on results of the public offering;

b) The documents specified at Points b, c, Clause 1, Article 33 of the Law on Securities.

3. A dossier of trading registration of an equitized enterprise comprises:

a) In case an equitized enterprise has completed its transformation to a joint-stock company, the trading registration dossier includes the documents specified in Clause 1 of this Article. In case the equitized enterprise fails to meet the provisions of Point a, Clause 1, Article 32 of the Law on Securities, the dossier shall not include the State Securities Commission’s written certification of the completion of the public company registration;

b) In case where an equitized enterprise associated with the registration, depository and trading registration, the trading registration dossier on the Upcom trading system shall comply with the law on transformation of state enterprises, single-member limited liability companies with 100% of charter capital owned by state enterprises, public non-business units into joint-stock companies.

Article 135. Procedures for registration for trading on the Upcom trading system

1. Within 05 working days from the date of receipt of a complete and valid dossier or from the date of receipt of the securities registration certificate (for the case specified at Point a, Clause 3, Article 134 of this Decree), the Stock Exchange shall issue a decision to approve the trading registration and concurrently disclose information to the market.

2. Within 10 days from the date on which the Stock Exchange issues the decision on approval for trading registration, the issuing organization shall be responsible for putting the stocks into trading on the Upcom trading system.

3. In case where an equitized enterprise associated with the registration, depository and trading registration, the order and procedures for trading registration on the Upcom trading system shall comply with the law on transformation of state enterprises, single-member limited liability companies with 100% of charter capital owned by state enterprises, public non-business units into joint-stock companies.

Article 136. Change in trading registration

1. A trading registration organization shall make a change in trading registration when changing the number of stocks included in the trading registration on the Stock Exchange.

2. A dossier of change in trading registration

a) A written request for change in trading registration, made according to the Form No. 37 provided in Appendix attached to this Decree;

d) The revised certificate of securities registration, issued by the Vietnam Securities Depository and Clearing Corporation (except for the case of change in trading registration due to capital reduction);

c) Documents relating to the change of the number of stocks registered for trading.

3. Procedures for change in trading registration

a) Within 30 days from the date of issuance of the revised enterprise registration certificate or from the end of the offering or issuance or from the date on which the number of other stocks registered for trading is changed, the trading registration organization must submit a dossier of change of trading registration;

b) Within 05 working days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the change in trading registration and at the same time, make information disclosure to the market. In case of refusal, it shall reply in writing, clearly stating the reason;

c) Within 05 working days from the date on which the Stock Exchange issues the decision approving the change in trading registration, the trading registration organization must register trading date for the new stocks (the trading day must be at least 06 working days from the date on which the Stock Exchange receives the written request from the trading registration organization but no later than 30 days from the date of issuance of the decision on approval for trading registration change) and complete the procedures to put new securities into trading. In case stocks registered for additional trading include transfer-restricted securities, the trading registration organization shall simultaneously register the trading date of the stocks subject to transfer restriction at a specified time after the expiration of the transfer restriction duration.

Article 137. Cancellation of trading registration

1. Securities shall be subject to trading registration cancellation in the following cases:

a) A public company status is canceled by the trading registration organization according to the State Securities Commission’s notice;

g) The trading registration organization terminates its existence due to reorganization, dissolution or bankruptcy;

c) The trading registration organization having its enterprise registration certificate; establishment and operation license or equivalent legal documents revoked;

d) The trading registration organization obtains approval of listing on the Stock Exchange;

dd) After 01 year from the first trading date, the equitized enterprise has not yet met the conditions for being a public company as stipulated at Point a, Clause 1, Article 32 of the Law on Securities and has not been certified by the State Securities Commission of completion of the public company registration;

e) Other cases that the Stock Exchange or the State Securities Commission finds it necessary to cancel the trading registration in order to protect the investors’ interests;

2. The Stock Exchange shall issue a decision on cancellation of trading registration and make information disclosure to the market.

Section 6. FOREIGN INVESTORS’ PARTICIPATION IN VIETNAM’S SECURITIES MARKET

Article 138. Securities investment activities of foreign investors

1. A foreign investor may conduct investment activities on the Vietnam’s securities market in the following forms:

a) Directly conducting investment and transactions on Vietnam’s securities market according to the law on securities and securities market;

b) Making indirect investment by entrusting securities investment fund management companies or Vietnam-based branches of foreign fund management companies to manage their capital.

2. In case of direct investment under Point a, Clause 1 of this Article, the foreign investors shall register securities trading codes with the Vietnam Securities Depository and Clearing Corporation before conducting investment activities. In case of indirect investment under Point b, Clause 1 of this Article, the foreign investors are not required to register securities trading codes. The securities investment fund management companies and Vietnam-based branches of foreign fund management companies receiving entrusted capital of foreign investors must register securities trading codes according to the principles specified at Points d and dd, Clause 2, Article 145 of this Decree.

3. Foreign investors are allowed to open securities trading accounts and conduct investment immediately after being grant securities trading codes in the form of electronic confirmation.

4. Foreign investors may choose a trading representative in Vietnam that fully satisfies the following conditions:

a) Neither serving an imprisonment sentence nor being banned by court from conducting business activities;

c) Possessing professional certificates in the field of securities, including certificate of basic issues of securities and securities market, legal certificate of securities and securities market;

c) Being the sole Vietnam-based trading representative of and authorized in writing by the foreign investor.

5. Foreign investors, trading representatives, securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies and fund management companies providing services to foreign investors must comply with the law on foreign holding rate when investing in Vietnam’s securities market.

6. The Minister of Finance shall guide obligations of foreign investors, organizations providing services to foreign investors and other organizations and individuals involved in foreign investment activities on Vietnam’s securities market.

Article 139. Foreign holding rate on the Vietnam’s securities market

1. The maximum foreign holding rate in public companies is as follows:

a) In case of a public company operating in an investment field or a business line for which a treaty that Vietnam is a contracting party prescribes a foreign holding rate, such treaty shall apply;

b) In case of a public company operating in an investment field or a business line for which the relevant law prescribes a foreign holding rate, such law shall apply;

c) In case where a public company operating in an investment field or a business line subject to conditions applicable to foreign investors, the regulations on foreign holding rate specified in the portfolio shall apply. In case the conditional market access investment field or business line in the portfolio does not specify the specific foreign holding rate conditions of a foreign investor in an economic organization, the maximum foreign holding rate at the company is 50% of the charter capital;

d) For a public company not specified at Points a, b and c, Clause 1 of this Article, the foreign holding rate is unlimited;

dd) In case of a public company operating in various business lines subject to different prescribed foreign holding rates, the foreign holding rate in such company must not exceed the lowest rate prescribed for a certain business line;

e) In case where a public company decides on the maximum foreign holding rate lower than the rate specified at Points a, b, c, d, dd, Clause 1 of this Article, the specific rate must be approved by the Shareholders’ General Meeting and prescribed in the company charter.

2. For an equitized enterprise listing and registering for trading on the securities market, the foreign holding rate shall comply with the law on equitization. In case where the law on equitization does not specify, regulations in Clause 1 of this Article shall apply.

3. Foreign investors are entitled to make unlimited investment in Government’s debt instruments, government-guaranteed bonds and municipal bonds, corporate bonds, fund certificates, and stocks of securities investment companies, derivatives, depositary receipts and covered warrants, unless otherwise provided by relevant laws.

4. In case of issuance of stocks, convertible bonds, bonds accompanied with warrants, exchange-traded fund certificates, covered warrants, depositary receipts, the issuing organization must ensure the foreign holding rate after the issuance, conversion of bonds into stocks or when the stocks are bought or when exchanging fund certificates into stocks, exercising warrants, transferring stocks to the organization issuing depositary receipts complies with Clauses 1 and 2 of this Article.

5. In case where a public company has a foreign holding rate exceeding the rate specified in Clause 1 of this Article, the public company must ensure that it does not increase the foreign holding rate in the company. Unless otherwise provided by the relevant law, the shareholders of a public company that is a foreign investor and an economic organization whose foreign investor owns more than 50% of the charter capital is only allowed to sell stocks until the foreign holding rate in the public company complies with Clause 1 of this Article, except for receiving dividends in stocks or buying stocks in the additional issuance to existing shareholders.

Article 140. Non-voting depositary receipts

1. A non-voting depository certificate is a type of securities issued by a subsidiary company of the Stock Exchange to a foreign investor on the basis of stocks of a listed company or company registered for trading.

2. The holder of a non-voting depositary receipt has economic interests and obligations corresponding to the underlying common stock, except for the voting right.

3. The issuing organization has the right to attend the Shareholders’ General Meeting and vote in case the organization issuing underlying stocks collects shareholders’ opinions on delisting but has no other economic rights related to such stocks.

4. The Minister of Finance shall stipulate the types of securities serving as a basis for the issuance of non-voting depositary receipts, issuance limits, and the mechanism for converting underlying securities into non-voting depositary receipts; exercise of the right to attend the Shareholders’ General Meeting and to vote of the issuing organization, information disclosure, listing, trading, registration, depositary, clearing and payment and other matters  related to non-voting depositary receipts.

Article 141. Responsibility for announcing the maximum foreign holding rate of a public company

1. A public company shall be responsible for determining the business lines and carry out procedures for announcing the maximum foreign holding rate within 07 working days from the date on which the State Securities Commission confirms the completion of public company registration.

2. A public company shall be responsible for determining the business lines and the maximum foreign holding rate at the company as prescribed in Clause 1, Article 139 of this Decree.

3. In case where a public company has not yet made an announcement of the maximum foreign holding rate as prescribed in Article 142 of this Decree, the company must carry out procedures for announcement of the maximum foreign holding rate before submitting a dossier of registration for listing, listing transfer, trading registration, offering, issuance of securities or the public company shareholders offer to sell stocks to the public.

4. The public company must carry out procedures for announcement of changes in foreign holding rate within 30 days from the date of the occurrence of one of the following events:

a) Change in business lines leading to change in the maximum foreign holding rate at the company;

b) There is a change in the law on foreign ownership of the business lines in which the company is operating;

c) The company charter provides changes in the maximum foreign holding rate.

Article 142. Dossiers, order and procedures for announcing the maximum foreign holding rate at a public company

1. A dossier of announcing the maximum foreign holding rate at a public company specified in Clauses 1, 2 and 3, Article 141 of this Decree comprises:

a) A written notice of the maximum foreign holding rate at the company, made according to the Form No. 38 provided in Appendix attached to this Decree;

b) An enterprise registration certificate; establishment and operation license or equivalent legal documents, certificate of change in enterprise registration content, including the content of the business line registered for business;

c) In case the enterprise is equitized, a competent authority’s document approving the equitization plan shall be supplemented, including the content of the company’s foreign holding rate (if any);

d) The company charter and the Resolution of the Shareholders’ General Meeting approving the maximum foreign holding rate at the public company (for the case specified at Point e, Clause 1, Article 139 of this Decree).

2. A dossier of announcing the maximum foreign holding rate change at a public company specified in Clause 4, Article 141 of this Decree comprises:

a) A written notice of the maximum foreign holding rate change at the company, made according to the Form No. 39 provided in Appendix attached to this Decree;

b) The documents specified at Points b, c and d, Clause 1 of this Article.

3. Within 07 working days from the date of receipt of a complete and valid dossier, the State Securities Commission shall issue a written notice on the receipt of sufficient dossier of announcing the maximum foreign holding rate or announcing the maximum foreign holding rate change at a public company, and at the same time send it to the Vietnam Securities Depository and Clearing Corporation.

4. Within 02 working days after receiving the written notice from the State Securities Commission as prescribed in Clause 3 of this Article, the Vietnam Securities Depository and Clearing Corporation shall update and adjust on the system regarding the maximum foreign holding rate at a public company.

Article 143. Obligations of an foreign-invested economic organization when conducting investment or trading on securities market

1. Economic organizations being public companies, public securities investment companies, closed-end securities investment funds and other foreign-invested economic organizations must apply the conditions of foreign holding rate, the investment order and procedures on the stock market similar to that of foreign investors when there is a foreign investor holding more than 50% of the charter capital.

2. Public companies, public securities investment companies, closed-end securities investment funds that have registered concentrated securities at the Vietnam Securities Depository and Clearing Corporation shall be responsible for identifying companies, securities investment companies subject to or no longer subject to the cases specified in Clause 1 of this Article, based on the list of securities owners at the last registration date to exercise the rights of shareholders, investors attending the annual Shareholders’ General Meeting or annual Investors’ General Meeting and carry out the following procedures:

a) Except for an economic organization with a valid trading code, a public company, a public securities investment company or a closed-end securities investment fund meeting the provisions of Clause 1 of this Article must register for a trading code through a depository member within 15 days from the date of receipt of the list of securities owners exercising rights for shareholders, investors attending the annual Shareholders’ General Meeting or annual Investors’ General Meeting established by the Vietnam Securities Depository and Clearing Corporation;

b) A public company, a public securities investment company or a closed-end securities investment fund, when it no longer meets the provisions of Clause 1 of this Article, it must through a depository member to cancel its trading code in within 15 days from the date of receipt of the list of securities owners made by the Vietnam Securities Depository and Clearing Corporation;

c) In case the economic organization no longer satisfies the conditions specified in Clause 1 of this Article and makes an announcement of changes in the foreign holding rate of at most 50% of the charter capital as prescribed in Clause 2, Article 142 of this Decree, the economic organization may cancel its securities trading code after receiving a written notice from the State Securities Commission according to Clause 3, Article 142 of this Decree.

3. For foreign-invested economic organizations that have not yet registered centralized securities at the Vietnam Securities Depository and Clearing Corporation, when investing and trading on the securities market, they must carry out the registration and cancellation of securities trading codes as follows:

a) In cases where economic organizations already have securities trading accounts or securities depository accounts, upon becoming or ceasing to be economic organizations specified in Clause 1 of this Article, notification shall be made to the depository member where the securities trading account or securities depository account is opened; and through 01 depository member to register for securities trading codes or cancel securities trading codes within 03 working days from the date of completing the change of information of shareholders, capital-contributing members;

b) In case where an economic organization mentioned in Clause 1 of this Article does not have a securities trading account or a securities depository account, it must through a depository member to register for a securities trading code before opening a securities trading account or securities depository account;

c) If the economic organization is a depository member, it is entitled to directly send its dossier of registration and cancellation of trading code to the Vietnam Securities Depository and Clearing Corporation.

4. In the case that an economic organization specified in Clause 1 of this Article must apply the same conditions, order and procedures as a foreign investor resulting in a foreign holding rate at a public company exceeding the rate prescribed in Article 139 of this Decree, foreign investors and economic organizations specified in Clause 1 of this Article are only allowed to sell stocks until the external holding rate complies with Clause 1, Article 139 of this Decree.

5. Within 03 working days after having a securities trading code issued or canceled by the Vietnam Securities Depository and Clearing Corporation, the economic organization specified in Clause 1 of this Article must notify depository members where the securities depository account or securities trading account is opened of the issuance or cancellation of securities trading codes. Depository members, securities companies shall be responsible for updating information, status of depository accounts and securities trading accounts of economic organizations.

6. During the period in which the Vietnam Securities Depository and Clearing Corporation has not canceled securities trading codes for foreign-invested economic organizations, these organizations shall apply the conditions, order and procedures as same as that of foreign investors on the securities market.

Article 144. Dossiers, order and procedures for approving foreign organizations to own more than 49% of the charter capital of a securities company or securities investment fund management company

1. A foreign organization that meets the conditions specified in Article 77 of the Law on Securities expected to own more than 49% of the charter capital of a securities company or fund management company must through such securities company or securities investment fund management company to submit to the State Securities Commission the dossier of request for approval for foreign investors to own more than 49% of the charter capital, including:

a) A written request for approval for trading to change the holding rate to over 49% of the charter capital of a securities company or securities investment fund management company, made according to the Form No. 40 provided in Appendix attached to this Decree;

b) A principle contract on the stock and contributed capital trading between the involved parties (if any); enclosed with a document of foreign organizations authorizing the securities company, the securities investment fund management company to carry out the procedures for requesting a transaction approval;

c) An establishment and operation license, enterprise registration certificate or equivalent legal documents;

d) The decision of the Shareholders’ General Meeting, the Members’ Council or the owner of a foreign organization on the purchase to own more than 49% of the charter capital of the securities company or securities investment fund management company in Vietnam;

dd) Minutes of meetings and Resolutions of the Shareholders’ General Meeting, the Members’ Council or a decision of the owner of the securities company or the securities investment fund management company on permitting foreign organizations to purchase to own more than 49% of the charter capital of a securities company or securities investment fund management company (except for the case where a foreign organization conducts a public bid in accordance with law); enclosed with the company charter (if there is any amendment or supplement);

e) The latest audited annual financial statements and the latest quarterly financial statements of foreign organizations. If the foreign organization is a parent company, it must supplement the audited consolidated financial statement of the latest year. Information on the audited financial statements must ensure that foreign organizations meet the provisions of Clause 2, Article 77 of the Law on Securities.

2. Order and procedures for approving foreign investors to own more than 49% of the charter capital of a securities company or securities investment fund management company

a) Within 15 days from the date of receipt of complete and valid dossiers as prescribed in Clause 1 of this Article, the State Securities Commission shall issue a decision approving the foreign organization to conduct transactions to own over 49% of the charter capital of a securities company or securities investment fund management company. In case of refusal, it must reply in writing, clearly stating the reason;

b) The related parties must complete the approved transaction within 06 months from the effective date of the State Securities Commission’s decision as specified at Point a of this Clause;

c) Within 05 working days from the date of completion of the transfer transaction, the securities company or the securities investment fund management company must report the transaction results to the State Securities Commission.

3. In case a securities company or securities investment fund management company makes a private or public offering of securities and the result of such offering leads to the fact that a foreign investor holds more than 49% of the charter capital, the securities company or the securities investment fund management company shall be responsible for supplementing the dossier of registration for offering of securities with relevant documents as specified in Clause 1 of this Article and complying with the law on securities offering.

4. In case a foreign organization intends to purchase to own more than 49% of the charter capital in a securities company or securities investment fund management company being a public company, the foreign organization shall comply with this Article and comply with the law on public bid.

Article 145. Principles of issuing securities trading codes

1. The registration and receipt of securities trading code issuance results shall be carried out through depository members.

2. Foreign investors, organizations issuing depositary receipts in other countries, foreign-invested economic organizations specified in Clause 1, Article 143 of this Decree shall be granted 01 securities trading code, except for the following cases:

a) A foreign securities company shall be granted 02 securities trading codes: 01 securities trading code for the dealing account and 01 securities trading code for the securities brokerage account of the company;

b) A foreign investment fund or foreign organization managed by many foreign fund management companies shall be granted multiple securities trading codes, of which each investment portfolio managed by a foreign fund management company shall be granted 01 securities trading code; the investment portfolio self-managed by an investment fund or a foreign organization shall be granted a separate securities trading code;

c) An investment organization affiliated to a foreign government or an investment, financial organization affiliated to an international financial institution to which Vietnam is a member shall be granted multiple securities trading codes, in which each investment portfolio deposited at a depository bank shall be granted 01 securities trading code;

d) A securities investment fund management company shall be granted 01 securities trading code to manage the investment portfolio for foreign investors, foreign-invested economic organizations as prescribed in Clause 1, Article 143 of this Decree. A securities investment fund management company that becomes a foreign-invested economic organization under Clause 1, Article 143 of this Decree shall be granted an additional securities trading code for the investment operations of the fund management company itself;

dd) A Vietnam-based branches of foreign fund management company shall be granted 02 securities trading codes, of which 01 securities trading code is granted to the branch, and 01 securities trading code for the investment portfolio management for foreign investors.

Article 146. Registration of securities trading codes

1. A dossier of securities trading code registration of a foreign investor, organization issuing depositary receipts in other countries or foreign-invested economic organization specified in Clause 1, Article 143 of this Decree comprises:

a) A written registration of securities trading code, made according to the Form No. 41 provided in Appendix attached to this Decree;

b) A power of attorney for depository members to register securities trading codes, unless the organization registering securities trading codes is a depository member;

c) A list of investor identification documents, made according to the Form No. 42 provided in Appendix attached to this Decree;

2. A dossier of securities trading code registration of a securities investment fund management company or Vietnam-based branch of a foreign fund management company specified in Clause 2, Article 138 of this Decree includes:

a) The documents specified at Points a and b, Clause 1 of this Article;

b) A depositary contract between an investment fund management company or Vietnam-based branch of a foreign fund management company and a depositary bank;

c) An establishment and operation license of an investment fund management company or Vietnam-based branch of a foreign fund management company.

3. Order and procedures for securities trading code registration

a) An organization or individual registering for a securities trading code shall submit a dossier as prescribed in Clauses 1 and 2 of this Article to a depository member;

b) The depository member shall declare information using the Form No. 41 provided in Appendix attached to this Decree on the online securities trading code registration system of the Vietnam Securities Depository and Clearing Corporation;

c) Within 01 working day from the date of receipt of information declared from a depository member, the Vietnam Securities Depository and Clearing Corporation shall grant securities trading codes to the registered organization or individual and send electronic confirmation on the online securities trading code registration system. In case of refusal, the Vietnam Securities Depository and Clearing Corporation must reply on the system, clearly stating the reason;

d) Within 05 working days from the date of electronic confirmation of the securities trading code, a depository member shall submit a dossier as prescribed in Clauses 1 and 2 of this Article to the Vietnam Securities Depository and Clearing Corporation;

dd) Within 05 working days from the date of receipt of complete dossier as prescribed in Clauses 1 and 2 of this Article, the Vietnam Securities Depository and Clearing Corporation shall issue a certificate of securities trading code registration for registered organizations and individuals;

e) Within 03 working days from the date of receiving the certificate of securities trading code registration, the depository member shall notify such receipt to a registered organization or individual and send it to such organization or individual upon request.

4. In case the documents specified in Clauses 1 and 2 of this Article are made in a foreign language, such documents must be notarized or certified according to Vietnamese law or foreign law within 12 months to the date on which the depository member receives a dossier. Documents in foreign languages must be translated into Vietnamese, except documents in English or English translations. The translation into Vietnamese must be carried out by a depository member or a translation organization legally operating in Vietnam.

5. Organizations and individuals registering for securities trading codes shall be responsible before Vietnamese laws for the accuracy and truthfulness of dossiers of securities trading code registration. Depository members shall be responsible for examining the completeness and validity of the dossier of securities trading code registration and declaring fully, accurately and truthfully the information provided by registered organizations and individuals on the Vietnam Securities Depository and Clearing Corporation’s online securities trading code registration system. The Vietnam Securities Depository and Clearing Corporation shall be responsible for fully reviewing and archiving the dossier securities trading code registration and providing it to the State Securities Commission upon written request.

6. Foreign investors, organizations issuing depositary receipts in foreign countries shall not be granted securities trading codes in the following cases:

a) Being investigated or having been sanctioned by a domestic or foreign competent management agency for prohibited acts under the law on securities, money laundering acts or committing violations and be administratively and criminally sanctioned in the fields of finance, banking, foreign exchange management and tax without having their criminal records cleared or the statute of limitations for execution of decisions on sanctioning administrative violations have not expired;

b) The securities trading code has been canceled under the provisions of Point a, Clause 2, Article 147 of this Decree.

Article 147. Suspension of use or cancellation of securities trading codes

1. Foreign investors, organizations issuing depositary receipts in foreign countries shall suspended from using securities trading codes for a maximum of 06 months in the following cases:

a) When it is discovered that the dossier of securities trading code registration contains false or inaccurate information or the dossier has omitted important contents as required;

b) Providing untruthful, inaccurate or untimely documents at the request of the Vietnam Securities Depository and Clearing Corporation or the State Securities Commission;

c) At the request of a competent state agency when a foreign investor or organization issuing depositary receipts in other country violates the law.

2. The Vietnam Securities Depository and Clearing Corporation shall cancel securities trading codes of organizations or individuals that have been granted securities trading codes in the following cases:

a) Cancellation of securities trading codes of foreign investors or overseas depositary receipt issuers after receiving decisions on handling of violations from competent agencies due to the prohibited acts according to Article 12 of the Law on Securities;

b) Past the time limit of suspension of use of securities trading codes as prescribed in Clause 1 of this Article, shortcomings lead to the suspension of the use of securities trading codes by foreign investors or overseas depositary receipt issuers cannot be overcome;

c) At the request of organizations or individuals that have been issued with securities trading codes. In this case, organizations or individuals shall, through depository members, send to the Vietnam Securities Depository and Clearing Corporation a written request for cancellation of securities trading codes made according to the Form No. 43 provided in Appendix attached to this Decree.

Article 148. Change of information relating to securities trading codes to be reported to the Vietnam Securities Depository and Clearing Corporation

1. Organizations and individuals that have been granted a securities trading code must report to the Vietnam Securities Depository and Clearing Corporation on the change of information related to securities trading codes in the following cases:

a) Change of depository members;

b) Change of name, country or territory where the operation is registered, head office address, business registration license number of the organization;

c) Change of name, citizenship, contact address, passport number or other legal personal identification of the individual.

2. A dossier of reporting changes information comprises:

a) A report on changes to information of the organization or individual that has been granted a securities trading code using the Form No. 44 provided in Appendix attached to this Decree;

b) The certificate of business registration or the establishment and operation license with changed contents or other documents on the changes made according to the Form No. 42 provided in Appendix attached to this Decree, in case of change the contents as prescribed at Point b, Clause 1 of this Article;

c) New passport or new legal personal identification in case of change of contents as prescribed at Point c, Clause 1 of this Article.

3. Order of reporting information change

a) For changes specified at Point a, Clause 1 of this Article, organizations and individuals must report before making changes. For the changes specified at Points b and c, Clause 1 of this Article, organizations and individuals must make a report within 30 days from the date of the change;

b) Organizations and individuals shall submit dossiers specified in Clause 2 of this Article to depository members;

c) Depository members shall declare changed information according to the Form No. 44 provided in Appendix attached to this Decree on the online securities trading code registration system of the Vietnam Securities Depository and Clearing Corporation;

d) Within 01 working day from the date of receipt of information declared by a depository member, the Vietnam Securities Depository and Clearing shall adjust the changed information at the request of organizations and individuals in the form of an electronic confirmation. In case of refusal, the Vietnam Securities Depository and Clearing Corporation must reply on the system, clearly stating the reason;

dd) Within 05 working days from the date of receipt of an electronic confirmation from the Vietnam Securities Depository and Clearing Corporation, a depository member shall fully submit a document reporting on changes as prescribed in Clause 2 of this Article for the Vietnam Securities Depository and Clearing Corporation;

e) Within 05 working days from the date of receipt of a complete dossier as prescribed in Clause 2 of this Article, the Vietnam Securities Depository and Clearing Corporation shall issue a written confirmation of the changes related to securities trading code certificates of organizations and individuals and sent it to depository members;

g) Within 03 working days after receiving the written confirmation from the Vietnam Securities Depository and Clearing Corporation as prescribed at Point e of this Clause, a depository member shall notify the organization, individuals and send them to organizations and individuals upon request.

4. Organizations and individuals already granted securities trading codes shall be responsible before Vietnamese laws for the accuracy and truthfulness of dossiers of reporting information change. A depository member in charge off reviewing the completeness and validity of a dossier of changes must report to the Vietnam Securities Depository and Clearing Corporation and declare fully, accurately and truthfully the information provided by organizations or individuals on the Vietnam Securities Depository and Clearing Corporation’s online securities trading code registration system. The Vietnam Securities Depository and Clearing Corporation shall be responsible for fully reviewing and archiving the dossier and providing it to the State Securities Commission upon written request.

Chapter IV. SECURITIES REGISTRATION, CLEARING AND PAYMENT FOR SECURITIES TRANSACTIONS, MEMBERS OF THE VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION, ORGANIZATIONS OPENING DIRECT ACCOUNTS AND PAYMENT BANKS

Section 1. SECURITIES REGISTRATION, CLEARING AND PAYMENT FOR SECURITIES TRANSACTIONS

Article 149. Securities registration at the Vietnam Securities Depository and Clearing Corporation

1. Types of securities to be registered at the Vietnam Securities Depository and Clearing Corporation include:

a) Stocks listed or registered for trading on the securities trading system;

b) Fund certificates, covered warrants, Government’s debt instruments, government-guaranteed bonds, municipal bonds and other types of corporate bonds listed on the securities trading system;

c) Securities of public companies and types of securities to be registered at the Vietnam Securities Depository and Clearing Corporation as prescribed by law.

2. Other types of securities shall be registered at the Vietnam Securities Depository and Clearing Corporation on the basis of an agreement between the Vietnam Securities Depository and Clearing Corporation and the issuing organization.

3. Securities specified in Clauses 1 and 2 of this Article shall be registered at the Vietnam Securities Depository and Clearing Corporation in the form of book entries or e-data.

4. A public company must register its shares at the Vietnam Securities Depository and Clearing Corporation within 15 days from the date on which the State Securities Commission confirms the completion of the public company registration.

5. The Minister of Finance shall provide detailed instructions on securities registration, cancellation of securities registration, issuance of securities codes, exercise of rights of securities owners, transfer of securities ownership and other activities related to the securities registration at the Vietnam Securities Depository and Clearing Corporation.

Article 150. Organizing the clearing and payment for securities transactions under the mechanism of central counterparty clearing

1. The clearing and payment for securities transactions under the mechanism of central counterparty clearing shall apply to clearing and payment for listed securities transactions, and registration for transactions performed on the securities trading system, excluding clearing and settlement for debt instrument transactions.

2. The Vietnam Securities Depository and Clearing Corporation shall perform position, clearing and determination of payment obligations for securities transactions of clearing members based on the valid trading results provided by the Stock Exchange.

3. The payment of securities transfer at the Vietnam Securities Depository and Clearing Corporation and payment at payment banks shall be made on the basis of securities payment obligations and money amount determined by the Vietnam Securities Depository and Clearing Corporation.

4. The Vietnam Securities Depository and Clearing Corporation shall be responsible for ensuring the payment of securities transactions of clearing members through the deposit mechanism and risk prevention measures in accordance with the law.

5. The Minister of Finance shall guide the implementation of the clearing and payment for securities transactions under the mechanism of central counterparty clearing.

Article 151. Conditions for provision of securities transaction clearing and payment services

1. Being a securities company, commercial bank or foreign bank branch which is issued with the securities depository registration certificate by the State Securities Commission. Commercial banks and foreign bank branches must concurrently satisfy the regulations on provision of securities transaction clearing and payment services in accordance with the law on credit institutions.

2. Satisfying conditions on charter capital and equity as follows:

a) With regard to the direct clearing members: Having charter capital, equity of at least VND 1,000 billion (for commercial banks or foreign bank branches) or at least VND 250 billion (for securities companies);

b) With regard to the general clearing members: Having charter capital, equity of at least VND 7,000 billion (for commercial banks or foreign bank branches) or at least VND 900 billion (for securities companies).

3. Satisfying the prudential ratios as follows:

b) For a securities company: fully setting up the provisions as prescribed, the debt to equity ratio on the latest financial statement does not exceed 05 times and the liquidity ratio reaches at least 260% continuously in the latest 12 months preceding the month of submitting the dossier of request for grant of the Certificate of eligibility to provide securities transaction clearing and payment services;

c) For a commercial bank or foreign bank branch: satisfying the minimum capital adequacy ratio as prescribed by law on credit institutions in the last 12 months prior to the month of submitting the dossier of request for grant of the Certificate of eligibility to provide securities transaction clearing and payment services.

4. The implementation of the securities transaction clearing and payment service provision shall be approved by the Shareholders’ General Meeting or the Members’ Council or the company owner.

5. Service registration organization is not in the process of reorganization, dissolution, bankruptcy or placed under control, special control, or in the suspension of operation under a decision of a competent agency.

Article 152. Dossier, order and procedures for issuance of Certificate of eligibility to provide securities transaction clearing and payment services

1. A dossier of request for issuance of Certificate of eligibility to provide securities transaction clearing and payment services comprises:

a) A written request for issuance of a certificate of eligibility to provide securities transaction clearing and payment services, made according to the Form No. 45 provided in Appendix attached to this Decree;

b) The decision of the Shareholders’ General Meeting or the Members’ Council or the company owner on the provision of securities transaction clearing and payment services;

c) The latest audited financial statements and the latest examined biannual financial statements; prudential ratio report for the last 12 months (for securities companies) or written commitment to meeting the minimum capital adequacy ratio in accordance with the law on credit institutions in the last 12 months (for commercial banks and foreign bank branches);

d) The State Bank of Vietnam’s written approval that the commercial bank or foreign bank branch satisfies the regulations on the provision of securities transaction clearing and payment services in accordance with the law on credit institutions.

2. Within 15 days after receiving a complete and valid dossier, the State Securities Commission shall issue the certificate of eligibility to provide securities transaction clearing and payment services. In case of refusal, a written reply, clearly stating the reason is required.

Article 153. Suspension and termination of the provision of securities transaction clearing and payment services

1. The State Securities Commission shall decide to suspend up to 12 months for the provision of securities transaction clearing and payment services in the following cases:

a) A dossier of request for issuance of Certificate of eligibility to provide securities transaction clearing and payment services contains forged documents or false information;

b) Doing business for wrong purposes, not in accordance with the business activities for which the Certificate of eligibility to provide the securities transaction clearing and payment service is provided;

c) Failing to meet the conditions specified in Clause 5, Article 151 of this Decree; failing to meet the conditions specified in Clauses 2 and 3, Article 151 of this Decree for 06 consecutive months;

d) Other cases of suspension of the provision of clearing and settlement services for securities transactions necessary to protect the investors’ interests.

2. The State Securities Commission shall terminate the provision of securities transaction clearing and payment services in the following cases:

a) The establishment and operation license, the securities depository registration certificate is revoked or the State Bank of Vietnam has a document that the commercial bank or foreign bank branch fail to satisfy the regulations on the provision of securities transaction clearing and payment services in accordance with the law on credit institutions.

b) Failing to register for clearing members within 12 months from the date on which the State Securities Commission issues the certificate of eligibility to provide securities transaction clearing and payment services;

c) The time limit for the State Securities Commission to suspend the clearing and payment of securities transactions is past but the company still fails to remedy the violations leading to the suspension;

d) It voluntarily terminates its operation.

Article 154. Order and procedures for compulsory termination of the provision of securities transaction clearing and payment services

1. For the case specified at Point a, Clause 2, Article 153 of this Decree, the State Securities Commission shall issue a decision to revoke the certificate of eligibility to provide securities transaction clearing and payment services while issuing a decision to revoke the establishment and operation license and the securities depository registration certificate. For a commercial bank or foreign bank branch, the State Securities Commission shall issue a decision to revoke the certificate of eligibility to provide clearing and payment service for securities transactions right after receiving the State Bank of Vietnam’s document on the failure to satisfy the regulations on the provision of securities transaction clearing and payment services in accordance with the law on credit institutions by a commercial bank or foreign bank branch.

2. For the case specified at Point b, Clause 2, Article 153 of this Decree, the State Securities Commission shall issue a decision to revoke the certificate of eligibility to provide securities transaction clearing and payment services within 03 working days after the expiration of the time limit specified at Point b, Clause 2, Article 153 of this Decree.

3. For the cases prescribed at Point c, Clause 2, Article 153 of this Decree:

a) Within 30 days from the occurrence of the event, the State Securities Commission shall send a written request to the securities company, commercial bank or foreign bank branch to terminate the provision of securities transaction clearing and payment services;

b) After the State Securities Commission has a document as prescribed at Point a of this Clause, the securities company, commercial bank or foreign bank branch shall disclose information on the termination of operation of clearing and payment for securities transactions within 24 hours and carry out procedures to terminate the clearing and payment of securities transactions according to Clause 2, Article 163 of this Decree;

c) Within 05 working days from the date of completing the procedures for terminating the provision of securities transaction clearing and payment services, securities companies, commercial banks and foreign bank branches shall submit dossiers of report to the State Securities Commission on the implementation results, enclosed with the decision to revoke the certificate of clearing member of the Vietnam Securities Depository and Clearing Corporation;

d) Within 07 working days from the date of receipt of the dossier reporting results, the State Securities Commission shall decide to revoke the certificate of eligibility to provide securities transaction clearing and payment services.

4. Within 24 hours after receiving the decision to revoke the certificate of eligibility to provide securities transaction clearing and payment services of the State Securities Commission, securities companies, commercial banks and foreign bank branches shall be responsible for announcing the decision to revoke the certificate of eligibility to provide securities transaction clearing and payment services.

Article 155. Dossiers, order and procedures for voluntary termination of the provision of securities transaction clearing and payment services

1. A dossier of voluntary termination of the provision of securities transaction clearing and payment services comprises:

a) A written request for issuance of a certificate of eligibility to provide securities transaction clearing and payment services, made according to the Form No. 46 provided in Appendix attached to this Decree;

b) The decision of the Shareholders’ General Meeting or the Members’ Council or the company owner on termination of the provision of securities transaction clearing and payment services;

c) A decision to revoke the certificate of clearing member of the Vietnam Securities Depository and Clearing Corporation;

d) Reports on implementation results of the termination of the provision of securities transaction clearing and payment services.

2. Within 07 working days from the date of receipt of the complete and valid dossier, the State Securities Commission shall decide to revoke the certificate of eligibility to provide securities transaction clearing and payment services.

Article 156. Provision of securities transaction clearing and payment services by the Vietnam Securities Depository and Clearing Corporation

1. With regard to the clearing and payment for securities transactions

a) Organizing the clearing and payment for securities transactions under the mechanism of central counterparty clearing;

b) Establishing and operating the system of risk management and building a payment guarantee mechanism for the clearing and payment of securities transactions;

c) Managing clearing margin assets and accounts to ensure payment for securities transactions; requesting clearing members to deposit, determining and adjusting the deposit levels and a portfolio of assets that can be accepted for margin;

d) Setting up a system, ensuring to manage assets and accounts of the Vietnam Securities Depository and Clearing Corporation separately from clearing members’ assets and accounts; to separately manage assets and accounts of each clearing member; to manage assets and accounts of clearing members separately from their customers’ assets and accounts; to separately manage clearing margin assets and accounts from the derivatives market; providing clearing margin asset and account management services for clearing members and customers;

dd) Rejection of position for transactions of selling securities without owning in contravention of the law, transactions of clearing members and non-clearing members that entrust for clearing and payment of securities transactions through clearing members shall be performed after requesting the Stock Exchange to suspend trading activities of these members and other invalid transactions in accordance with regulations of the Ministry of Finance;

e) Requesting the Stock Exchange to suspend trading for trading members being clearing members incapable of payment for securities transactions and non-clearing trading members who entrust for clearing and payment of securities transactions through that clearing member;

g) Only taking responsibility for the performance of obligations and commitments to clearing members and not responsible for third parties in securities transaction clearing activities. Being a creditor for the receivables of a dissolved or bankrupt clearing member, and is given priority in asset division in accordance with the law on dissolution and bankruptcy;

h) Using, selling and transferring existing securities, securities awaiting for return from previous purchases on dealing accounts, and creating the market for insolvent clearing members and securities awaiting for return from previous underpaid purchases on the account of insolvent investors to return used support sources and offset related costs incurred;

i) In case it is impossible to sell, use or transfer existing securities, pending securities as prescribed at Point h of this Clause or the proceeds from the sale, use or transfer are insufficient for repayment for support sources and offset related costs incurred, the Vietnam Securities Depository and Clearing Corporation is allowed to use the proceeds from other securities sale transactions, the exercise of rights to the securities owners of the insolvent clearing members for repayment and offset;

k) Appointing other clearing members to perform reciprocal transactions for transactions of clearing members insolvent for securities transaction payment;

l) Appointing a replacement clearing member to fulfill obligations of clearing member insolvent for securities transaction payment; to transfer uncompleted securities and assets related to such transaction to a replacement clearing member for the purpose of fulfilling the obligations of the clearing member;

m) Use, sale or transfer of clearing margin assets of clearing members, investors insolvent for securities transaction payment, clearing members’ contributions to clearing funds, and legal capital sources of the Vietnam Securities Depository and Clearing Corporation to fulfill the obligations of clearing members who are insolvent for securities transactions and offset for the financial losses of the Vietnam Securities Depository and Clearing Corporation arising from insolvent securities transactions in accordance with the law and professional regulations of the Vietnam Securities Depository and Clearing Corporation;

n) Setting up the securities transaction payment account system separate from the clearing margin account system;

o) Building a system of material and technical foundations for securities transaction payment and connect with the payment bank’s system to ensure the completion of securities transaction payment in accordance with Clause 2, Article 63 of the Law on Securities;

p) Performing other rights and obligations related to clearing and payment of securities transactions in accordance with the law.

2. For the management of clearing members and clearing funds

a) Approving, canceling the status of a clearing member, suspending operations of clearing and payment for securities transactions of clearing members;

b) Inspecting and supervising the clearing members in the maintenance of operating conditions in accordance with the laws and regulations relating to clearing and payment of securities transactions;

c) Requesting the clearing members to explain and provide relevant documents and information in case abnormal signs are detected in clearing and payment for securities transactions or there are signs of investors or clearing members insolvent for securities transactions and unable to remedy;

d) Managing the clearing fund; requiring clearing members to contribute to clearing funds.

3. Deduction of 5% of annual revenue from registration, depository, clearing and payment of securities transactions to set up the professional risk prevention fund in order to handle risks during the process of handling operations of the Vietnam Securities Depository and Clearing Corporation. This deduction shall be counted into the expenses of the Vietnam Securities Depository and Clearing Corporation when determining taxable income. The total accumulated deduction of the professional risk prevention fund must not exceed 30% of the charter capital of the Vietnam Securities Depository and Clearing Corporation. The Minister of Finance shall provide for the establishment, management and use of the professional risk prevention fund.

4. Reporting and proposing to the State Securities Commission on violations of clearing members, measures to handle and overcome problems and fluctuations affecting the clearing and payment of securities transactions, other reports as prescribed by law or at the request of the State Securities Commission or when detecting violations or abnormal signs in securities clearing and payment activities.

Article 157. Rights and obligations of clearing members for the provision of securities transaction clearing and settlement services

1. Rights of clearing members

a) To request investors to contribute fully and timely deposits before performing the transaction, determining the deposit method, supplementing the margin, changing the clearing margin assets, transferring clearing margin assets in accordance with law provisions;

b) In case investors are insolvent for securities transactions, clearing members have the right to request investors or clearing members to perform compulsory reciprocal transactions with respect to transactions of investors; use, sell, or transfer of clearing margin assets of investors to buy securities or security assets for loans to fulfill payment obligations for investors’ transactions;

c) To be entitled to use, sell or transfer clearing margin assets of an investor to fulfill the payment obligations of such investors toward the Vietnam Securities Depository and Clearing Corporation;

d) To be entitled to use, sell or transfer clearing margin assets paid by investors to clearing members who are insolvent for securities transactions in case where the clearing members perform their replacement payment obligations for clearing members who are insolvent for the securities transaction as designated by the Vietnam Securities Depository and Clearing Corporation.

2. Obligations of clearing members

a) To be responsible for the full fulfillment of the customers’ obligations toward the Vietnam Securities Depository and Clearing Corporation in the capacity as the customers’ authorized representatives;

b) To sign a clearing and payment contract for securities transactions with the Vietnam Securities Depository and Clearing Corporation, sign a clearing and payment entrustment contract with a non-clearing trading member, and sign a contract to coordinate the implementation of transactions, clearing and payment with depository banks not acting as clearing members. In the contract, there must be a term stating that clearing member is the authorized representative of the customer, responsible for the full performance of the customer’s obligations toward the Vietnam Securities Depository and Clearing Corporation;

c) To take professional measures in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation to ensure solvency for securities transactions and to offset financial losses (if any);

d) To set up and operate an account system to separately manage assets and transactions of each investor and those of investor from clearing member; separate clearing margin assets and accounts from the derivatives market;

dd) To ensure that investors have sufficient clearing margin assets before the transaction and enough money and securities to pay for securities transactions; return the clearing margin assets in excess of the required margin at the request of investors; supervise and manage transactions and clearing margin assets of investors to ensure compliance with law;

e) To compensate damages to investors in case of failure to fulfill their obligations as prescribed by law and cause damage to investors’ legitimate interests;

g) To transfer the clearing margin assets under management to the replacement clearing members according to the designation of the Vietnam Securities Depository and Clearing Corporation as prescribed at Point l, Clause 1, Article 156 of this Decree;

h) To fully retain original documents on clearing and payment for securities transactions; timely provide sufficient and accurate information about investors’ transactions, investors’ clearing margin assets and account, clearing and payment entrustment contracts and other documents related to the clearing and payment of securities transactions at the request of the Vietnam Securities Depository and Clearing Corporation;

i) During the time of implementing procedures for terminating the provision of securities transaction clearing and payment services, clearing members are not allowed to sign new or renew contracts with customers to perform the clearing and payment of securities transactions; must perform settlement, account transfer at the request of customers (if any);

k) To fully and promptly pay all financial obligations in accordance with law;

l) To disclose information and make reports according to regulations; periodically or at the request of investors, to provide complete information about account activities, account balances, and statements to investors.

Section 2. MEMBERS OF THE VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION, DIRECT ACCOUNT OPENING ORGANIZATION

Article 158. Conditions, dossiers, order and procedures for registration to become a depository member of the Vietnam Securities Depository and Clearing Corporation

1. Conditions to become a depository member

a) To be granted a securities depository registration certificates by the State Securities Commission;

b) To satisfy the requirements for information technology infrastructure and professional processes related to securities depository activities in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. Dossiers to become a depository member

a) A written registration of depository member, made according to the Form No. 47 provided in Appendix attached to this Decree;

b) The certificate of registration of securities depository activities issued by the State Securities Commission;

c) Explanation of information technology infrastructure, professional process.

3. Order and procedures for issuance of the Certificate of a depository member

a) Within 05 working days from the date of receipt of a complete and valid dossier, the Vietnam Securities Depository and Clearing Corporation shall send a written notice to the securities company, commercial bank, foreign bank branches to connect with the Online Communication Portal, to test depository activities with the Vietnam Securities Depository and Clearing Corporation;

b) In case the dossier is incomplete and invalid, within 05 working days from the date of receipt of the dossier, the Vietnam Securities Depository and Clearing Corporation shall send a written request for dossier supplementation;

c) The Vietnam Securities Depository and Clearing Corporation shall issue a Certificate of depository member within 03 working days from the date on which the securities company, commercial bank or foreign bank branch completes the connection with the Online Portal, has passed the test of depository activities with Vietnam Securities Depository and Clearing Corporation.

Article 159. Conditions, dossiers, order and procedures for registration to become a clearing member

1. Conditions to become a clearing member

a) To be granted the Certificate of eligibility to provide securities clearing and settlement services by the State Securities Commission;

b) Depository members of the Vietnam Securities Depository and Clearing Corporation

c) To satisfy the requirements for information technology infrastructure, professional processes and personnel for the clearing and settlement of securities transactions in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. Dossiers to become a clearing member

a) A written registration of clearing member, made according to the Form No. 48 provided in Appendix attached to this Decree;

b) The certificate of eligibility to provide securities clearing and settlement services, issued by the State Securities Commission;

c) Explanation of information technology infrastructure, human resources and professional process.

3. Order and procedures for issuance of the Certificate of a clearing member

a) Within 05 working days from the date of receipt of a complete and valid application, the Vietnam Securities Depository and Clearance shall send a written notice of the signing of the contract and the obligation to contribute of clearing members, connection to the clearing and settlement system of securities transactions; In case of refusal, it must reply in writing, clearly stating the reason;

b) Securities companies, commercial banks, and foreign bank branches shall report to the Vietnam Securities Depository and Clearing Corporation on the completion of jobs as notified by the Vietnam Securities Depository and Clearing Corporation as specified in point a of this Clause, and enclosing with the application form for deposit withdrawal, payment under the Form No. 49 Appendix attached to this Decree;

c) The Vietnam Securities Depository and Clearing Corporation grants clearing member certificates to securities companies, commercial banks, and foreign bank branches within 01 working day from the date of receipt of the documents specified in point b of this clause.

Article 160. Dossier, order and procedures for registration of depository members and clearing members after consolidation or merger

1. In case there is at least 01 securities company or commercial bank participating in the consolidation as a depository member, clearing member prior to the time of consolidation or the merging securities company or commercial bank is not a depository member or clearing member but at least 01 merged securities company or commercial bank is a depository member or clearing member prior to the merger. The conditions to become a depository member, a clearing member of a securities company or a merged or merged commercial bank are as follows:

a) Continue to use information technology infrastructure for securities depository activities of securities companies or commercial banks that are depository members before the time of consolidation or merger (in case of successful registration depository members) or continuing to use the information technology infrastructure for securities depository, clearing and settlement activities of securities companies or commercial banks that are clearing members before the time consolidation, merger (in case of registration of clearing members);

b) To satisfy personnel conditions (in case of registration as a clearing member), the professional process according to the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. In case the securities company or the merging commercial bank is a depository member or clearing member before the time of merger, the company or bank may continue to act as a depository member or clearing member after the completion of the merger. Within 03 working days from the date of issuance of the License for amendment of License for establishment and operation, the merging securities company and commercial bank must send a written notice of changes to the Vietnam Securities Depository and Clearing Corporation.

3. In case the merged securities company, commercial bank, securities company or commercial bank do not belong to the case specified in Clauses 1 and 2 of this Article, the conditions for becoming a depository member are specified in Clause 1, Article 158 of this Decree, and the conditions for becoming a clearing member are specified in Clause 1, Article 159 of this Decree.

4. A dossier for registration of depository members or clearing members, for the case specified in Clause 1 of this Article, includes:

a) A depository member registration form using the Form No. 47 in the Appendix and a written registration of clearing member, made according to the Form No. 48 provided in Appendix attached to this Decree;

b) Decision of the State Securities Commission on the consolidation, merger of securities companies; the State Bank of Vietnam decision on the consolidation or merger of commercial banks;

c) Decisions of the General Meeting of Shareholders or the Members’ Council or company owners of securities companies, commercial banks participating in consolidation or merger approving the consolidation or merger of securities companies securities, commercial banks;

d) Commitments of the Board of Directors or Members’ Council or company owners of securities companies, commercial banks participating in consolidation or merger regarding the continued use of the information technology infrastructure by the merged securities company, the commercial bank, the securities company, the commercial bank of the public securities company and its securities depository operations. securities companies and member commercial banks participating in consolidation or merger (for depository members registration ); information technology infrastructure, professional processes and personnel for securities depository, clearing and settlement activities of securities companies, commercial banks participating in consolidation or merger (for clearing members registration).  In case of changes in personnel (for clearing member registration) and professional process, securities company, commercial bank must supplement relevant documents, clearly stating the contents do not change.

5. Order and procedures for registration of depository members and clearing members, for the case specified in Clause 1 of this Article:

a) For depository members:  within 01 working day from the date of receipt of complete and valid dossiers and the Certificate of registration of securities depository activities of the securities company, commercial bank issued by the State Securities Commission specified in Clause 4 of this Article; Vietnam Securities Depository and Clearing Corporation shall grants certificates of depository members to securities companies, consolidated or merged commercial banks;

b) For clearing members: within 01 working day from the date of receipt of complete and valid dossiers and the Certificate of eligibility to provide clearing and settlement services for securities transactions of the securities company, commercial bank issued by the State Securities Commission specified in Clause 4 of this Article; the Vietnam Securities Depository and Clearing Corporation shall grants certificates of clearing members to securities companies, consolidated or merged commercial banks;

6. Dossiers, order and procedures for registration of depository members and clearing members, for the case specified in Clause 3 of this Article, comply with Clauses 2 and 3 of Article 158, Clauses 2 and 3 of Article 159 of this Decree.

Article 161. Change of information of depository members, clearing members

1. In case of change or addition of personnel, a member must send a written notice to the Vietnam Securities Depository and Clearing Corporation within 05 working days from the effective date of the change.

2. In case of change of information about the name, address of the head office, the at-law representative, the charter capital

a) Members must send a written notice to the Vietnam Securities Depository and Clearing Corporation within 05 working days from the effective date of the;

b) Within 05 working days from the date of receipt of the written notice of information change, the Vietnam Securities Depository and Clearing Company shall issue the amended Modified depository member certificate, modified clearing member certificate.

3. In case of change of type of clearing member from direct clearing member to common clearing member or vice versa, the Vietnam Securities Depository and Clearing Corporation shall issue a modified clearing member certificate to clearing members within 03 working days from the date clearing members complete the following:

a) To send to the Vietnam Securities Depository and Clearing Corporation a written request for change of type of clearing member according to the Form No. 50 in the Appendix attached to this Decree;

b) Additional payment of clearing fund (if there is a shortage compared to regulations) when changing from direct clearing member to common clearing member;

c) To the obligation to settle securities transactions, return clearing margin assets on the accounts of non-clearing trading members and customers of non-clearing trust trading members (if any) in the case of a change from a common clearing member to a direct clearing member.

Article 162. Revocation of the Certificate of a depository member

1. The Vietnam Securities Depository and Clearing Corporation shall revoke the Certificate of a depository member in the following cases:

a) A depository member has the securities depository registration certificate revoked in accordance with the provisions of Clause 2, Article 60 of the Law on Securities;

b) Seriously violated the regulations on depository members at the Vietnam Securities Depository and Clearing Corporation;

c) A depository member voluntarily terminates the status of a depository member and sends a written request for termination of his membership to the Vietnam Securities Depository and Clearing Corporation.

2. Order and procedures for revocation of the Certificate of a depository member

a) Within 01 working day from the date of receipt of the decision on revocation of the Certificate of registration of securities depository operations of the State Securities Commission or an application for the termination of the membership of a depository member or a violation that leads to revocation of the Certificate of a depository member, the Vietnam Securities Depository and Clearing Corporation shall cease to provide services of opening securities depository accounts, securities depository, and depository securities transfer for depository members (except for the cases of final account transfer, securities clearance transfer used as collateral, exercising rights for owners of securities, and adjusting investor information);

b) The final customer account transfer shall be done at the request of the customer or according to a written agreement, the contract for an account transfer between a depository member has revoked its Certificate of a depository member and another depository member in the absence of a client’s request.  Term of transfer at the request of customers and related contents related to settlement transfer of customer accounts, proprietary accounts  (if any) shall comply with the provisions of the regulations of the Vietnam Securities Depository and Clearing Corporation;

c) The Vietnam Securities Depository and Clearing Corporation shall issue a decision to revoke the Certificate of a depository member within 03 working days from the end of the account settlement transfer deadline as prescribed in Point b of this Clause or after the depository member reports on completing the final customer account transfers, proprietary accounts (if any) and fully performing financial obligations and other obligations with the Vietnam Securities Depository and Clearing Corporation.

Article 163. Revocation of the Certificate of a clearing member

1. The Vietnam Securities Depository and Clearing Corporation shall revoke the Certificate of a clearing  member in the following cases:

a) The time limit for the Vietnam Securities Depository and Clearing Corporation to suspend the clearing and settlement activities of securities transactions but the clearing members fail to remedy the violations at the request of the Depository and Vietnamese securities clearing;

b) The Certificate of registration of securities depository operation was revoked by the State Securities Commission;

c) The Certificate of depository member was revoked by the Vietnam Securities Depository and Clearing Corporation;

d) Seriously violated the regulations on clearing members at the Vietnam Securities Depository and Clearing Corporation;

dd) A clearing member voluntarily terminates the status of a clearing member and sends a written request for termination of membership to the Vietnam Securities Depository and Clearing Corporation.

2. Order and procedures for revocation of the Certificate of a clearing member

a) Within 01 working day from the expiration of the time limit or the occurrence of an event specified in Clause 1 of this Article, the Vietnam Securities Depository and Clearing Corporation shall send a document to the Stock Exchange and clearing members to stop providing services related to clearing and settlement of securities transactions to clearing members. Then the Vietnam Securities Depository and Clearing Corporation shall notify clearing members of the clearing members’ financial obligations and other obligations towards the Vietnam Securities Depository and Clearing Corporation.

Vietnam Securities Depository and Clearing Corporation, clearing members shall make payments for existing unsettled securities transactions on investor accounts and clearing members, returning the clearing margin assets for transactions of completed securities;

b) Within 30 days from the date of receipt of the notice from the Vietnam Securities Depository and Clearing Corporation, clearing members shall have to fulfill all obligations as notified by the Vietnam Securities Depository and Clearing Corporation specified in point a of this clause;

c) Within 05 working days from the day on which clearing members fulfill their obligations specified in point b of this clause or terminate the period specified in point b of this clause, the Vietnam Securities Depository and Clearing Corporation issues a decision to revoke the Certificate of clearing member and disclose information to the market;

d) The Vietnam Securities Depository and Clearing Corporation shall return the clearing collateral assets and the amount, securities contributed to the clearing fund (including both principal and interest as stipulated in the Regulations of the Vietnam Securities Depository and Clearing Corporation) after issuing a decision to revoke the Certificate of clearing member.

Article 164. Suspension of clearing and settlement for securities transactions for clearing members of the Vietnam Securities Depository and Clearing Corporation

1. The Vietnam Securities Depository and Clearing Corporation shall suspend for a maximum of 90 days for the clearing and settlement of securities transactions after obtaining the approval of the State Securities Commission in the following cases:

a) Regularly violating the obligations of clearing members in accordance with the Law on Securities and regulations of the Vietnam Securities Depository and Clearing Corporation;

b) It lets errors occur, causing heavy losses to its customers;

c) Failing to contribute fully to the clearing fund as required within 10 days from the deadline for submission as notified by the Vietnam Securities Depository and Clearing Corporation;

d) Failure to pay or insufficiently pay for the clearing funds 03 times in a month;

dd) Having 02 or more times in a month or once a month for 03 consecutive months, the Vietnam Securities Depository and Clearing Corporation issue a reprimand decision related to securities clearing and settlement activities;

e) Failure to fully refund payment assistance from the clearing fund or the professional risk hedge fund or the capital source of the Vietnam Securities Depository and Clearing Corporation within 05 working days from the date of use;

g) Insolvency for securities transactions with the deficit payment obligation in excess of the total available clearing founds at the time of determining the insolvency for a securities transaction and the balance of assets contributed to the clearing fund of that clearing member;

h) Failure to pay in full for services related to clearing and settlement of securities transactions in accordance with the law to the Vietnam Securities Depository and Clearing Corporation within 30 days from the deadline for submission of the notice; 

i) Other cases after obtaining approval from the State Securities Commission.

2. In case clearing members are suspended from securities clearing and settlement activities under a decision of the State Securities Commission; The Vietnam Securities Depository and Clearing Center shall suspend securities clearing and settlement activities of clearing members pursuant to a decision of the State Securities Commission.

3. Determination method, duration and scope of suspension of clearing and settlement activities of securities transactions of clearing members shall be implemented in accordance with the membership regulation of the Vietnam Securities Depository and Clearing Corporation.

Article 165. Opening a direct account at the Vietnam Securities Depository and Clearing Corporation

1. Organizations are allowed to open direct accounts at the Vietnam Securities Depository and Clearing Corporation, including:

a) State Capital and Investment Corporation;

b) Credit and insurance institutions participating in debt instruments trading organized by the Stock Exchanges;

c) The State Bank of Vietnam, the State Treasury, and the Foreign Securities Depository Center.

2. Organizations shall open direct accounts to deposit securities under their own ownership and could use the services provided by the Vietnam Securities Depository and Clearing Corporation specified at Points a and b, Clause 1 of this Article;

3. Organizations opening direct accounts specified at Point c, Clause 1 of this Article shall:

a) The State Bank of Vietnam opens an account to deposit valuable papers owned by the State Bank of Vietnam and depository customers of the State Bank of Vietnam to serve money market operations;

b) The State Treasury opens accounts to deposit debt instruments to serve relevant operations of the State Treasury;

c) Foreign securities depository centers are allowed to open accounts to provide services relating to securities registration, depository, clearing and settlement based on the written agreement with the Vietnam Securities Depository and Clearing Corporation.

4. The Vietnam Securities Depository and Clearing Corporation shall provide services to organizations that open direct accounts based on contracts or written agreements signed between the two parties.  The contract includes the following main contents:

a) Scope of service provision;

b) Rights and obligations of the Vietnam Securities Depository And Clearing Corporation, direct account opening organization;

c) Dispute settlement;

d) Terminate the contract;

dd) Financial obligations.

5. The Vietnam Securities Depository and Clearing Corporation shall promulgate a form of service provision contract between Vietnam Securities Depository and Clearing Corporation and the organization that opens direct accounts.

Section 3. PAYMENT BANKS

Article 166. General provisions on payment bank

1. Payment bank means the State Bank of Vietnam or a commercial bank specified in Article 69 of the Law on Securities.

2. Obligations of a commercial bank to act as a paying bank, including:

a) Maintaining conditions for acting as an acquirer specified in Clause 2 Article 69 of the Law on Securities;

b) Providing loans to clearing members to assist with securities transactions in case clearing members lose their solvency for securities transactions;

c) To compensate for the Vietnam Securities Depository and Clearing Corporation, clearing members for expenses and damages arising in case of failure to pay securities transactions in accordance with regulations due to payment bank’s error;

d) To report on a periodic, extraordinary basis or at the request of the State Securities Commission on information on the bank’s operations in maintaining the conditions for acting as a paying bank;

dd) To perform information disclosure and other obligations in accordance with law.

3. The State Securities Commission periodically and irregularly inspects and supervises the maintenance of conditions and performance of obligations of commercial banks that are the settlement banks.  The State Securities Commission has the right to choose another settlement bank that meets all conditions specified in Article 69 of the Law on Securities to ensure the safety of payment operations in the following cases: the bank fails to maintain the conditions for acting as a paying bank or fails to restore the condition to act as a paying bank by the time limit prescribed by the State Securities Commission or seriously violate the obligations of the paying bank or other cases. The settlement bank shall be responsible for the securities transaction settlement and fulfill all obligations related to the payment for securities transactions to customers until there is a replacement bank.

4. The transfer of payment function for securities transactions from a commercial bank to the State Bank of Vietnam shall comply with a decision of the Prime Minister.

Article 167. Registration dossier for becoming a payment bank for a commercial bank

1. A written registration of becoming a payment bank, made according to the Form No. 51 provided in Appendix attached to this Decree.

2. A provision of banking information, clearly stating the ability to meet the conditions in Article 69 of the Law on Securities.

3. Decision on establishment and operation of a commercial bank.

4. Written commitment on the establishment of the system, the mechanism to manage accounts and margin deposits, accounts and payment deposits, timely and complete provision of information on margin deposits, payment deposits at the request of the Vietnam Securities Depository and Clearing Corporation and the State Securities Commission.

Article 168. The order and procedures for approving a commercial bank to act as a payment bank

1. The State Securities Committee selects commercial banks as payment banks to provide payment services for securities transactions on the stock exchange system.

2. Within 15 days from the date of receipt of complete and valid dossiers, the State Securities Committee shall decide to approve the registration as a payment bank; In case of refusal, it shall reply in writing, clearly stating the reason.

Chapter V. REGISTRATION OF SECURITY MEASURES FOR CENTRALLY REGISTERED SECURITIES AT THE VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION

Article 169. Subject, scope and principles of registration of security interest

1. Securities that have been centrally registered at the Vietnam Securities Depository and Clearing Corporation used to secure the performance of obligations in secured transactions are registered for security measures at the Vietnam Securities Depository and Clearing Corporation. The registration of security for other securities shall be conducted at the Securities and Trading Registration Centers of the National Register of Security Trading under the Ministry of Justice in accordance with the law on the registration of security interests.

2. The registration of security interest at the Vietnam Securities Depository and Clearing Corporation shall comply with the general principles of the law on the registration of security interests and the following principles:

a) Securities for which security is registered must be freely transferable, not used for collateral in securities transactions, not subject to blockade, custody and must be deposited prior to performance.  During the period of registration of security interest, securities registered for security interest must be frozen at the Vietnam Securities Depository and Clearing Corporation;

b) Information about the securities owned by the party securing the registration dossier must be consistent with the information kept at the Vietnam Securities Depository and Clearing Corporation;

c) The time of registration of the effective security interest is the time when the Vietnam Securities Depository and Clearing Corporation records its registration content in the security interest information register;

d) When the registration of security interests is deregistered, the Vietnam Securities Depository and Clearing Corporation shall release securities registered for the security interest.

3. The parties requesting the registration must give their written consent for the Vietnam Securities Depository and Clearing Corporation to block and provide information on securities registration of security interest in accordance with the provisions of this Decree.

4. When securities have registered security interest, and then be centrally registered canceled under the provisions of law, the Vietnam Securities Depository and Clearing shall notify depository members where securities depository is used as collateral to notify the parties to carry out procedures for deregulation of security interests. In case the parties fail to carry out procedures for registration of security interests, the Vietnam Securities Depository and Clearing Corporation shall automatically perform the deletion of the security interest on the effective date of securities registration cancellation.

5. In case of any discrepancy between the law on securities and the law on registration of security interests and documents guiding the implementation, the law provisions on securities shall prevail.  In case this Decree does not contain provisions but the law on the registration of security interests contains provisions, the law provisions on registration of security interests shall prevail.

Article 170. Dossiers and procedures for registration, change or modification of security interests; deletion of security interests

1. A dossier of security interest registration comprises:

a) A written request for registration of security interest according to the Form No. 52 provided in Appendix attached to this Decree;

b) A list of securities applying for registration of security interest according to the Form No. 53 provided in Appendix attached to this Decree;

c) A power of attorney in case the parties requesting registration are authorized.

2. A registration dossier of change or correction of security interests includes:

a) A written request for change or correction of security interest errors according to the Form No. 54 provided in Appendix attached to this Decree;

b) A list of securities requested to be changed or corrected, made according to the Form No. 54 provided in Appendix attached to this Decree (in case the content of change/error correction is registered securities).

3. A dossier of registration deletion of security interest registration in a case as agreed by both parties includes:

a) A written request for registration of security interest according to the agreement between the two parties, made according to the Form No. 56 provided in Appendix attached to this Decree;

b) A list of securities proposing deletion of registration of security interests under the agreement of both parties according to the Form No. 57 provided in Appendix attached to this.

4. A dossier of registration deletion of security interest registration at the request of a party or at the request of a civil judgment enforcement agency includes:

a) A written request of deregistration of security interest at the request of one party or at the request of a civil judgment enforcement agency, according to the Form No. 58 provided in Appendix attached to this Decree;

b) A list of securities proposing deletion of registration of security interests at the request of one party or at the request of a civil judgment enforcement agency according to Form No. 59 provided in Appendix attached to;

c) A securities mortgage contract, which contains a provision providing that a party has the right to request the Vietnam Securities Depository and Clearing Corporation to deregister the security interest (if required by a side);

d) A document on the handling of security property being securities registered for the security measure of the civil judgment enforcement agency (at the request of the civil judgment enforcement agency).

5. Dossiers of deregistration of security interests in case at the request of the secured party and both parties have signed a contract to provide security asset management and handling services with the Securities Depository and Clearing Corporation Vietnamese contracts include:

a) A written request of deregistration of security interests at the request of the secured party and both parties have signed a contract to provide security asset management and handling services with the Vietnam Securities Depository and Clearing Corporation according to the Form No. 60 provided in Appendix attached to this Decree;

b) A list of securities proposing deletion of registration of security interests at the request of the secured party and both parties have signed a contract to provide security asset management and handling services with the Vietnam Securities Depository and Clearing Corporation according to Form No. 61 provided in Appendix attached to this Decree.

6. Method of submission and deadline for application processing

a) Dossiers for registration, change, error correction or deletion of security measures submitted to the Vietnam Securities Depository and Clearing Corporation through depository members where the securities depository is used as security by direct deposit, by post or via the online system of registration of security interest.  In the case of deregistration of the security interest specified in Clauses 4 and 5 of this Article, the requester shall submit in person or by post to the Vietnam Securities Depository and Clearing Corporation;

b) The Vietnam Securities Depository and Clearing Corporation shall be responsible for handling dossiers, issuing documents certifying the registration, change of security interests, deregulation of security interests according to the Form No. 62 provided in Appendix attached to this Decree on the day of receipt of a complete and valid dossier. In case of receiving a complete and valid dossier after 15:00 the same day, the Vietnam Securities Depository and Clearing Corporation shall complete the processing of the dossier within the following working day. In case the processing time of the dossier is required, the Vietnam Securities Depository and Clearing Corporation shall implement it within 03 working days.

7. Return the documents certifying the registration, change of security interest, or deregistration of security interest

a) For the cases specified in Clauses 1, 2 and 3 of this Article, the Vietnam Securities Depository and Clearing Corporation shall return the written certification through a depository member by one of the following methods:  directly at the Vietnam Securities Depository and Clearing Corporation; by post or via the online system;

b) For the cases specified in Clauses 4 and 5 of this Article, the Vietnam Securities Depository and Clearing Corporation shall pay directly or by post to the requester.

Article 171. Provide information on registration of security

1. Individuals and organizations have the right to find out or request information on securities registered for security interests at the Vietnam Securities Depository and Clearing Corporation.

2. People’s Courts, People’s Procuracies, investigation agencies, civil judgment enforcement agencies, other competent state agencies have the right to request the Vietnam Securities Depository and Clearing Corporation to provide information on securities registered for security interests to serve investigation, prosecution, adjudication and judgment enforcement within the scope and domain of their respective management.

3. Information on securities registered for security interest provided by the Vietnam Securities Depository and Clearing Corporation includes:  the securing party and the secured party; securities code, quantity of securities registered for security interest; time of registration of security interest.

4. Dossier, procedures and methods of providing information

a) Individuals and organizations wishing to provide information on registration of security interest shall send a written request for information to the Vietnam Securities Depository and Clearing Corporation through depository members by the form of payment directly, by post or via the online system of security interest according to Form No. 63 in the Appendix attached to this Decree;

People’s Courts, People’s Procuracies, investigation agencies, civil judgment enforcement agencies, other competent state agencies wish to provide information on registration of security interest written directly or by post to the Vietnam Securities Depository and Clearing Corporation;

c) The time limit for the Vietnam Securities Depository and Clearing Corporation to process dossiers of information provision shall comply with the provisions of Point b, Clause 6, Article 170 of this Decree;

The return of results of information provided to individuals and organizations shall comply with Point a, Clause 7, Article 170 of this Decree and the return of results to the People’s Courts, People’s Procuracies, investigation agencies, civil judgment enforcement agencies, and other competent state agencies shall comply with Point b, Clause 7, Article 170 of this Decree.

Article 172. Handling of collateral means securities that have been registered for security interests

The handling of collateral that is securities registered for security measures at the Vietnam Securities Depository and Clearing Corporation shall comply with civil law, securities law and other relevant laws.  In case of disposal of collateral leading to transfer of ownership of securities registered for security interest at the Vietnam Securities Depository and Clearing Corporation, the Corporation shall implement the transfer of ownership in accordance with the Law on Securities and the guidance of the Ministry of Finance.

Article 173. Mission, powers and responsibilities of the Vietnam Securities Depository and Clearing Corporation regarding the registration of security interests

1. Guide and organize the registration of security interests, management of the registration of security interests for concentrated securities at the Vietnam Securities Depository and Clearing Corporation according to this Decree and other relevant legal documents.

2. Building an electronic database on registration of security interest at the Vietnam Securities Depository and Clearing Corporation and guide the use, access and exploitation of information on the online security measure registration system at the Vietnam Securities Depository and Clearing Corporation.

3. Guidance on the blockade and clearance of securities registered for security interests

4. Provide information about securities registered for security interest at the request of organizations, individuals, or competent state agencies.

5. Transfer of data on the registration of security interests by securities, which are centrally registered at the Vietnam Securities Depository and Clearing Corporation, to the National Register of Security Transactions under the Ministry of Justice to update and synchronize data into the database of real estate security (except for aircraft and ships).

6. The Vietnam Securities Depository and Clearing Corporation collect service charges (service prices) and registers security measures in accordance with regulations of the Ministry of Finance, based on the law on prices.

7. To report annually to the Ministry of Justice on the registration of securities security interests which are centrally registered at the Vietnam Securities Depository and Clearing Corporation.

Chapter VI. SECURITIES COMPANIES, SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES, VIETNAM-BASED BRANCHES OR REPRESENTATIVE OFFICES OF FOREIGN SECURITIES COMPANIES OR FUND MANAGEMENT COMPANIES

Article 174. General provisions

1. Securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies and fund management companies, Vietnam-based representative offices of foreign securities company and fund management companies when changing information relating to the establishment and securities business license, operation registration certificate, approval decisions, must request the State Securities Commission to modified the License for establishment and securities business license, operation registration certificate, approval decisions.

2. The State Securities Commission is responsible for disclosing information about the establishment and securities business license, operation registration certificate, approval decisions, modification of establishment and operation licenses, and on the website of the State Securities Commission.

3. Securities companies, securities investment fund management companies, Vietnam-based branches or representative offices of foreign securities companies or fund management companies when receiving establishment and securities business license, operation registration certificate, approval decisions, modification of establishment and operation licenses must register, adjust the contents as prescribed in Clause 1 of this Article at the business registration agency.  The financial and accounting regimes of securities companies, securities investment fund management companies, branches of foreign securities trading organizations comply with the guidance of the Ministry of Finance.

Section 1. GRANT, RE-GRANT AND MODIFICATION OF ESTABLISHMENT AND SECURITIES BUSINESS LICENSES AND CERTIFICATES OF OPERATION REGISTRATION

Article 175. Minimum charter capital

1. The minimum capital for business operations of a securities company in Vietnam is prescribed as follows:

a) For securities brokerage: 25 billion VND;

b) For securities dealing: 50 billion VND;

c) For securities issuance underwriting: 165 billion VND;

d) For securities investment consultancy: 10 billion.

2. The minimum capital allocated to a Vietnam-based branch of a foreign securities company is VND 10 billion.

3. The minimum charter capital of a fund management company, the minimum capital allocated to a Vietnam-based branch of a foreign fund management company is 25 billion VND.

4. In case an institution applies for a license for more than one business operation, the minimum charter capital is the total legal capital corresponding to each operation proposed for licensing.

Article 176. Dossiers of application for the grant or renewal of establishment and operation licenses to fund securities companies or management companies

1. A written of offering, made according to the Form No. 64 provided in Appendix attached to this Decree.

2. Minutes of the agreement on the incorporation of the company of the shareholders, the expected capital-contributing member or the decision of the company owner, clearly stating company name (full name, transaction name in Vietnamese, English, abbreviated name); head office address; business operations; Authorized capital; ownership structure; the adoption of a draft charter of the company; the at-law representative is also the authorized representative to carry out the company establishment procedures.

3. Head office lease contract, papers proving ownership of the office, right to use the office; description of the facilities according to Form No. 65 in the Appendix attached to this Decree.

4. List of personnel and personal information with legal records of members of the Board of Directors, Chairman of the Members’ Council, and President Company, Chief Executive Officer is granted no later than 06 months from the date of filing according to Form No. 66 and Form No. 67 Appendix attached to this Decree.

5. List of shareholders and capital-contributing members, made according to the Form No. 68 provided in Appendix attached to this Decree:

a) For individuals: a copy of personal information according to the Form No. 67 provided in Appendix attached to this Decree; legal record is issued no later than 06 months from the date of submission of dossiers by founding shareholders, individual members contributing more than 5% of the charter capital;

b) For institutions: Business registration certificate or equivalent document; Company rules; the decision of the competent authority according to the company charter on capital contribution for the establishment and appointment of an authorized representative; a copy of the personal information of the authorized representative according to the Form No. 67 provided in Appendix attached to this Decree; audited financial statements of 2 years immediately preceding the year of application for the license of the capital contributor.  The capital contributor is the parent company shall supplement the audited consolidated financial statements; written approval of the State Bank of Vietnam for commercial banks, of the Ministry of Finance for insurance enterprises on capital contribution for the establishment (if any);

c) Written commitment of organizations and individuals to satisfy the provisions of Point c, Clause 2, Article 74 and Point c, Clause 2, Article 75 of the Law on Securities.

6. Decisions by competent authorities to promulgate professional processes, internal control processes, and risk management processes.

7. Draft of Company charter.

8. For the case of renewal under the provisions of Clause 2, Article 135 of the Law on Securities, a dossier of application for the renewal includes the written request specified in Clause 1 of this Article, the original of the Establishment and Operation License and other an adjustment has been granted.

Article 177. Dossiers for grant of establishment and operation licenses to Vietnam-based branches of foreign securities companies and fund management companies

1. A written of offering, made according to the Form No. 64 provided in Appendix attached to this Decree.

2. The decision of the competent authority according to the company charter on the establishment of a branch in Vietnam; appointing directors, providing capital to Vietnam-based branches of foreign securities companies and fund management companies.

3. List of personnel and personal information with legal records of branch manager which is granted no later than 06 months from the date of filing according to Form No. 66 and Form No. 67 Appendix attached to this Decree.

4. The charter of the foreign securities trading organization.

5. The written approval of the foreign competent agency or organization where the head office of the securities business institutions is located (if any).

6. Establishment and operation license of foreign securities business institutions or equivalent documents issued by a competent authority of the country of origin.

7. Audited latest annual financial statements of foreign securities business institutions.  The foreign securities business institutions being the parent company must supplement the audited consolidated financial statements.

8. Documents prescribed in Clauses 3 and 6, Article 176 of this Decree.

9. Documents related to the fund being invested in Vietnam (if any).

Article 178. Granting operation registration certificates of Vietnam-based representative office of a foreign securities company or fund management company

1. The operation registration certificate of the representative office is valid for a maximum of 05 years but must not exceed the remaining term of the establishment and operation license or certificate of enterprise registration or equivalent legal document of the foreign securities business institutions.

2. Dossier of application for operation registration certificates of Vietnam-based representative office of a foreign securities company or fund management company:

a) A written of offering, made according to the Form No. 64 provided in Appendix attached to this Decree;

b) The decision of the competent authority according to the company charter on the establishment of the Vietnam-based representative office, the appointment of the head of the representative office;

c) A list of personnel, accompanied by a personal information sheet, made according to the Forms No. 66 and 67 provided in Appendix attached to this Decree; Legal record cards are issued within 06 months from the date of submission of dossiers by heads of Vietnam-based representative offices;

d) Documents specified in Clause 3, Article 176 and Clauses 4, 5, 6, 7, Article 177 of this Decree;

dd) If the foreign securities business institution is investing in Vietnam, the following must be added:  a list of investment funds, investment portfolios in Vietnam, certified by a custodian bank; Certificate of trading code registration of investment funds in Vietnam.

Article 179. A dossier of request for addition of securities business operations of a securities company

1. A written of offering, made according to the Form No. 69 provided in Appendix attached to this Decree.

2. c) The decision of the Shareholders’ General Meeting, Members’ Council or Owner on the addition of securities business operation;

3. The list of personnel performing the operation requested for supplementation is made according to the Form No. 66 provided in Appendix attached to this Decree.

4. Explanation of the facilities according to Form No. 65 provided in Appendix of this Decree and the documents specified in Clause 6, Article 176 of this Decree.

Article 180. A dossier of request for withdrawal of securities business operation(s) of a securities company

1. A written request, made according to the Form No. 69 provided in Appendix attached to this Decree.

2. The decision of the Shareholders’ General Meeting, Members’ Council or owner of the company on the withdrawal of the securities business operation.

3. A report on results of processing contracts signed with customers, made according to the Form No. 70 provided in Appendix attached to this Decree.

4. A report on closing of securities dealing trading account in case of withdrawal of securities dealing operation.

5. A decision on cancellation of membership at the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation in case the securities company withdrawing the securities brokerage operation is a member of the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation.

Article 181. Dossiers of request for change of name, head office address, charter capital of securities companies and securities investment fund management companies

1. A written request, made according to the Form No. 69 provided in Appendix attached to this Decree.

2. The decision of Shareholders’ General Meeting, Members’ Council or owner of the company on changes of its name, head office address and charter capital.

3. For the relocation of the head office, the dossier shall be enclosed with the documents specified in Clause 3, Article 176 of this Decree.

4. For the increase in charter capital, the dossier shall be enclosed with a confirmation of the increased capital from the bank where the frozen account is opened or the accredited audit firm’s confirmation of the increased capital or financial statements at time after the securities company or the securities investment fund management company has completed the increase in charter capital, audited by an accredited audit firm. This provision does not apply to the case that the securities company or securities investment fund management company increase its charter capital from equity sources.

5. For the reduction of the charter capital, the dossier shall be enclosed with the report on equity after reduction audited by an accredited audit firm.

Article 182. At-law representatives of securities companies and securities investment fund management companies

1. A securities company or securities investment fund management company may have 01 or more at-law representatives in accordance with the company charter. The company charter shall specify the responsibilities, number, managerial title, rights and obligations of each at-law representative. Specific cases of at-law representatives of a securities company or securities investment fund management company include:

a) In case the securities company or securities investment fund management company has 01 at-law representative, the Chairperson of the Board of Directors, Chairperson of the Member’s Council or the Chief Executive Officer shall be the at-law representative of the company. Unless otherwise provided in the company charter, the at-law representative of the company shall be the Chairperson of the Board of Directors, the Chairperson of the Members’ Council or the Company President;

b) In case the securities company or securities investment fund management company has more than one at-law representative, the Chairperson of the Board of Directors, Chairperson of the Member’s Council or the Chief Executive Officer shall be the at-law representative of the company. The securities company or securities investment fund management company may select to register the Chairperson of the Board of Directors, Chairperson of the Member’s Council or the Chief Executive Officer as the at-law representative of the company with the State Securities Commission. The registered at-law representative shall be liable for providing documents and working with the State Securities Commission.

2. A dossier of request for change of the at-law representative comprises:

a) A written request, made according to the Form No. 69 provided in Appendix attached to this Decree;

b) If the at-law representative is changed without changing the title, the dossiers shall be enclosed with a decision of the Board of Directors, Members’ Council, the company owner approving the appointment or dismissal of the Head Chairperson of the Board of Directors, Chairman of the Members’ Council, Company President or Chief Executive Officer and a personal information sheet made according to the Form No. 67 provided in Appendix attached to this Decree; legal record issued within 06 months from the date of submission of the appointed person’s dossiers;

c) In case of change of title of at-law representative, the dossier shall be enclosed with a decision of the General Meeting of Shareholders, the Members’ Council or the company owner approving the change of title of the at-law representative, amendment to the company charter and documents specified at Point b of this Clause;

d) In case of change of the personal information of the at-law representative, the dossier shall be enclosed with the personal information sheet made according to the Form No. 67 provided in Appendix attached to this Decree.

Article 183. Dossiers of request for change in name, head office address and capital allocated to branches, branch managers and heads of Vietnam-based representative office of a foreign securities company or fund management company

1. A written request, made according to the Form No. 69 provided in Appendix attached to this Decree.

2. Decisions of competent authorities under the charter of the foreign securities trading organization approving the change of name, head office address, branch manager, representative office head.

3. Confirmation of capital account increased in case of increased capital allocated to branches.

4. A report on results of capital reduction or financial statements audited by an accredited audit firm for the case of reducing capital allocated to the branch.

5. Documents specified in Clause 3, Article 176 of this Decree for the case of change of the address of a branch or representative office.

6. A personal information sheet made according to the Form No. 67 provided in Appendix attached to this Decree, the legal record issued within 06 months from the date of submission of the appointed person’s dossier, in case of change of branch manager or head of representative office.

Article 184. Extension of operation of a Vietnam-based representative office of a foreign securities company or fund management company

1. A Vietnam-based representative office of a foreign securities company or fund management company is allowed to extend its operations when meeting the conditions specified in Clause 1, Article 78 of the Law on Securities and not be sanctioned for administrative violations in the field of securities and securities market for 06 months up to the time the State Securities Commission receives the dossier.

2. At least 30 days before the date of expiration of the certificate of representative office operation registration, the foreign securities trading organization must send to the State Securities Commission a dossier of request for extension of the Vietnam-based representative office operation. A dossier includes the following documents:

a) A written request, made according to the Form No. 69 provided in Appendix attached to this Decree;

b) A decision of a competent authority according to the company charter approving the extension of the Vietnam-based representative office operations;

c) If there is any change related to the contents of the certificate of representative office operation registration, additional documents must comply with relevant regulations in Article 178 of this Decree.

Article 185. Dossiers of change of name and head office address of a foreign securities trading organization with a Vietnam-based representative office of a foreign securities company or fund management company

1. A written request, made according to the Form No. 69 provided in Appendix attached to this Decree.

2. An enterprise registration certificate or equivalent documents issued by the foreign competent management agency, proving the change of name and head office address of the foreign securities trading organization.

Article 186. Order and procedures for grant and modification of establishment and securities business licenses and operation registration certificates

1. The State Securities Commission shall inspect the facilities at the headquarters of securities companies, securities investment fund management companies, Vietnam-based branches of securities companies and foreign fund management companies, for cases of change of the head office address, modification of the securities dealing, securities brokerage operations before issuing, modifying the establishment and securities business license.

2. For cases of granting an establishment and securities business license:

a) Within 20 days from the date of receipt of a complete and valid dossier, the State Securities Commission shall issue a written request for completing the facilities, blocking contributed capital and preparing personnel in full. Shareholders, capital-contributing members, owner of the company are allowed to use capital for investment in facilities. The remaining contributed capital amount must be frozen on an account opened at the payment bank and released only after being granted an establishment and securities business license;

b) Three months after receiving the notice of the State Securities Commission as prescribed at Point a of this Clause, if the shareholders and capital-contributing members fail to improve physical foundations and fully blockade remaining charter capital and complement personnel in full, the State Securities Commission may refuse to grant a license;

c) Within 05 working days after receiving the certificate of capital blockade and the written record of physical foundation inspection and other valid documents, the State Securities Commission shall grant an establishment and securities business license. In case of refusal, a written reply clearly stating the reason is required.

3. In case of issuance of a representative office operation registration certificate:

a) Within 07 working days after receiving a complete and valid dossier, the State Securities Commission shall grant a representative office operation registration certificate; in case of refusal to grant such a certificate, it shall reply in writing, clearly stating the reason;

b) Within 15 days from the date of official operation, the representative office shall send to the State Securities Commission a notice of operation made according to the Form No. 71 provided in Appendix attached to this Decree.

4. In case of supplementation or withdrawal of securities trading operations, change of name, relocation of head office, change of charter capital, change of at-law representative, change of branch manager or head of representative office and renewal of the establishment and securities business license, within 07 working days from the date of receipt of a complete and valid dossier and the result of the physical foundation inspection as prescribed in Clause 1 of this Article, the State Securities Commission shall grant and modify the establishment and securities business license, representative office operation registration certificate. At the same time, it shall issue a decision to revoke the certificate of securities depository registration and certificate of eligibility to provide securities transaction clearing and payment services (if any) in case the securities company withdraws securities brokerage operations. In case of refusal, it must reply in writing, clearly stating the reason.

Section 2. OPERATIONS OF SECURITIES COMPANIES, SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES, VIETNAM-BASED BRANCHES OF FOREIGN SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES

Article 187. Issuance and offering of shares, increase of charter capital of securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies and fund management companies

1. A securities company, securities investment fund management company, or a Vietnam-based branch of a foreign securities company or fund management company is not allowed to increase its charter capital without officially commencing its securities trading operation.

2. The increase of the charter capital of a securities company or securities investment fund management company shall comply with the law on enterprises and ensure:

a) To satisfy conditions and comply with the regulations on offering, issuance of securities to the public; private offering, issuance in the case of capital increase by the way of offering or issuance;

b) To have undistributed after-tax profits that are enough to pay dividends (in case of stock issuance to pay dividends) on a basis of the financial statement for the latest period, audited by an accredited audit firm;

c) For the case of issuing stocks to increase share capital from equity sources, issuing bonus shares to employees, the equity source sufficient to increase capital on the basis of the financial statements of the latest period, audited by an accredited audit firm includes the following sources: share capital surplus; development investment fund; undistributed after-tax profits; and other funds (if any), which are used for supplementing the charter capital in accordance with law;

d) Contributed capital/share capital as agreed between the company and creditors must be the debts presented in the latest financial statements audited or examined and approved by the Shareholders’ General Meeting, the Members’ Council and the company owner;

dd) The merger of other securities companies and securities investment fund management companies have been approved by the State Securities Commission in accordance with Article 207 of this Decree.

3. Securities companies, fund management companies being limited liability companies, Vietnam-based branches of foreign securities companies or fund management companies, before increasing the charter capital, must register with the State Securities Commission, a registration dossier includes:

a) A written registration for charter capital increase, made according to the Form No. 72 provided in Appendix attached to this Decree;

b) A decision of the Members’ Council and company owner approving the capital increase and capital raising plan; a decision of the competent authority of the foreign securities trading organization on the provision of additional capital to the Vietnam-based branch of the foreign securities company or fund management company;

c) A list of new capital-contributing members, members contributing 5% or more of the charter capital of the securities company or securities investment fund management company, made according to the Form No. 68 provided in Appendix attached to this Decree.

4. Securities companies and securities investment fund management companies being joint-stock companies must register with the State Securities Commission before the offering or issuance to increase their charter capital. A dossier of registration for offering or issuance comprises:

a) In case a securities company or securities investment fund management company conducts private offering, it shall comply with Article 43 of this Decree;

b) In case the securities company or securities investment fund management company is not a public company offering to existing shareholders according to the existing holding rate, the dossier shall include: The written registration for offering stocks made according to the Form No. 73 provided in Appendix attached to this Decree; a decision of the Shareholders’ General Meeting approving the issuance plan and the plan to use proceeds from the offering; documents specified in Clauses 4, 5, 7, 8, 9, Article 43 of this Decree;

c) If a securities company or a securities investment fund management company makes a public offering of securities, or another offering or issuance to increase capital, it shall comply with regulations applicable to the public company.

5. The handling of stocks for which investors do not register, pay money to purchase, and handle odd lots in the cases specified in Clause 4 of this Article shall comply with Article 42 of this Decree.

6. Within 07 working days from the date of receipt of complete and valid dossier specified in Clause 3 of this Article, the State Securities Commission shall reply in writing on the increase in charter capital of securities company, securities investment fund management companies, Vietnam-based branches of foreign securities companies, and fund management companies.

7. The order and procedures for registration of an offering or issuance specified in Clause 4 of this Article shall comply with the regulations applicable to public companies.

8. Securities companies and securities investment fund management companies shall make an offering or issuance under Clause 4 of this Article, report on the results of the offering and issuance in accordance with regulations applicable to the public company.

9. After completing the increase in charter capital, within 07 working days the securities company or the securities investment fund management company shall carry out the procedures for modifying the establishment and securities business license under Articles 174 and 181 of this Decree.

Article 188. Charter capital reduction of securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies and fund management companies

1. A securities company, securities investment fund management company, or a Vietnam-based branch of a foreign securities company or fund management company shall reduce its charter capital according to the Law on Enterprises and must meet the following conditions:

a) The equity after reduction must not lower than the capital prescribed in Article 175 of this Decree;

b) The liquidity ratio after capital reduction must be at least 180%;

c) The minimum interval between capital reductions must be 12 months;

d) For securities companies or securities investment fund management companies being joint-stock companies, the conditions include that for their own stock redemption as provided in Article 36 of the Law on Securities;

dd) Satisfying the regulations on foreign holding rate as prescribed in Article 77 of the Law on Securities.

2. Securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies and fund management companies must register with the State Securities Commission before implementing the reduction of charter capital, such a registration dossier includes:

a) A written registration for charter capital reduction, made according to the Form No. 72 provided in Appendix attached to this Decree;

b) Decisions of competent authorities of securities companies, securities investment fund management companies or foreign securities trading organizations approving the capital reduction plan, in which the capital reduction plan must comply with regulations on foreign holding rate;

c) Decisions of the Board of Directors or Members’ Council on the approval of the implementation of stock redemption and contributed capital return;

d) In the case where a securities company or securities investment fund management company is a public company redeeming its own stocks, dossiers shall be enclosed with the documents specified in Clause 1, Article 37 of the Law on Securities.

3. In the case where a securities company or securities investment fund management company is a public company redeeming its own stocks, the order and procedures for implementation shall comply with Clause 8, Articles 36 and 37 of the Law on Securities.

4. Within 07 working days after receiving a dossier as prescribed in Clause 2 of this Article, the State Securities Commission shall issue a written response on the charter capital reduction. In case of refusal, it shall reply in writing, clearly stating the reason.

5. After receiving notice from the State Securities Commission, the order and procedures for capital reduction are prescribed as follows:

a) A securities company or securities investment management company being a limited liability company shall reduce its charter capital according to the order and procedures provided in the Law on Enterprises;

b) A securities company or securities investment management company being a joint-stock company shall reduce its charter capital according to the order and procedures applicable to a public company;

c) A Vietnam-based branch of a foreign securities company or fund management company shall comply with the law on foreign exchange.

6. Within 10 days from the date of completion of the payment for stock redemption, return of contributed capital, transfer of allocated capital to the parent company, a securities company, securities investment fund management company or a Vietnam-based branch of a foreign securities company or fund management company shall carry out the procedures for modifying the establishment and securities business license according to Articles 174 and 181 of this Decree.

Article 189. Offering and listing securities of securities companies or securities investment fund management companies in foreign countries

1. Conditions, dossiers, order and procedures for approval of overseas offering of securities by securities companies and securities investment fund management companies including joint-stock companies and limited liability companies shall comply with Section 6, Chapter II of this Decree.

2. Conditions, dossiers, order and procedures for approval of securities listing by securities companies and securities investment fund management companies at a foreign Stock Exchange shall comply with Section 4, Chapter III of this Decree.

Article 190. Conditions for the establishment or addition of operations for domestic branches of securities companies and securities investment fund management companies

1. Branches of securities companies and securities investment fund management companies are only allowed to conduct business operations as authorized, within the scope of licensed business operations of securities companies and securities investment fund management companies. Branches of fund management companies are only allowed to conduct securities investment consultancy operations.

2. Conditions for the establishment or addition of operations for branches of domestic securities companies and securities investment fund management companies:

a) Maintaining the current conditions for business licensing for its head office and existing branches and trading offices (if any);

b) Being neither subject to warning, placed under control or special control or subject to operation suspension as prescribed by law;

c) Not being sanctioned for an administrative violation in the field of securities and securities market within 06 months before the State Securities Commission receives the dossier;

d) Having an office and equipment for the branch to perform the securities business operation(s);

dd) The branch manager processes a securities practice certificate in compliance with the branch’s securities trading operations and meets the standards specified at Points a and d, Clause 5, Article 74 of the Law on Securities or Points a, c, d, Clause 5 Article 75 of the Law on Securities. Having at least 02 employees processing a securities practice certificate in compliance with each branch’s securities trading operation.

Article 191. Conditions for establishment of domestic trading offices of securities companies

1. Satisfying the conditions prescribed at Points a, b and c, Clause 2, Article 190 of this Decree.

2. Having at least 02 securities practitioners working at the trading office expected to be established.

3. Having headquarter and equipment for the operation of the trading office within the province or centrally run city where the securities company’s head office or branch is located.

4. Trading offices’ operations only include activities to assist the performance of securities brokerage, investment consultancy and depository services by the head office or branch to which these trading offices are affiliated.

Article 192. Conditions for the establishment of domestic representative offices of securities companies and securities investment fund management companies

1. A representative office is a unit affiliated to a securities company or securities investment fund management company. Conditions for the establishment of a representative office of a securities company or securities investment fund management company:

a) Satisfying the conditions prescribed at Points a, b and c, Clause 2, Article 190 of this Decree;

b) Having headquarter for the representative office’s operations.

2. Representative offices may neither conduct business activities and activities related to securities transactions, manage assets for entrusting customers, provide investment consultancy services nor directly or indirectly sign economic contracts. The scope of operation of a representative office covers one, several or all of the following activities:

a) Performing the liaison and market research functions;

b) Promoting the formulation of projects on cooperation in the field of securities and securities market in the locality where it is located;

c) Stepping up and supervising the implementation of projects and signed contracts related to its field of operation.

Article 193. Dossiers of approval of establishment of domestic branches, trading offices and representative offices or addition of operations of securities companies’ and securities investment fund management companies’ branches

1. A written request, made according to the Form No. 75 or 76 provided in Appendix attached to this Decree.

2. The decision of the Board of Directors, Members’ Council or the company owner approving the establishment of a branch, trading office or representative office and other securities business operations authorized to the branch or approving the addition of operations.

3. Headquarter lease contract, papers proving the headquarters’ ownership, the right to use the headquarter for the establishment of branches, trading offices, representative offices; description of the facilities made according to the Form No. 65 provided in Appendix attached to this Decree.

4. The list of personnel made according to the Form No. 66 provided in Appendix attached to this Decree; legal record issued no later than 06 months to the time of submission of dossiers, appointment decisions and personal information sheet made according to the Form No. 67 provided in Appendix attached to this Decree of branch manager in case of establishment of a branch.

Article 194. Dossiers of request for withdrawal of operations, closure of a branch, trading office or representative office of securities companies or securities investment fund management companies

1. A written request, made according to the Form No. 75 or 76 provided in Appendix attached to this Decree.

2. The decision of the Board of Directors, Members’ Council or the company owner approving the withdrawal of operations, closure of a branch, trading office or representative office.

3. A plan for handling valid contracts with customers made according to the Form No. 84 provided in Appendix attached to this Decree. Such a plan must clearly state the disclosure of information, notifying customers of withdrawal of operations or closure of domestic branches or trading offices and the minimum deadline for settling customer accounts is 15 days.

Article 195. Conditions for establishment of an overseas branch, subsidiary company or representative office of a securities company, securities investment fund management company

1. Satisfying all conditions specified at Points a, b and c, Clause 2, Article 190 of this Decree.

2. Having a plan to establish an overseas branch, subsidiary company or representative office that is approved by the Shareholders’ General Meeting, Members’ Council or company owner.

3. Ensuring regulations on financial safety after deducting the capital to be allocated to an overseas branch, subsidiary company or expenses for establishing an overseas representative office.

4. Ensuring the maintenance of equity after deducting the capital to be allocated to an overseas branch, subsidiary company or expenses for establishing an overseas representative office in order that such equity is greater than the required minimum charter capital according to Article 175 of this Decree.

Article 196. Dossiers of application for the approval of establishment or shutdown of an overseas branch, subsidiary company or representative office of a securities company, securities investment fund management company

1. A written request, made according to the Form No. 74 and Form No. 75 in the Appendix to this Decree.

2. A resolution of the Shareholders’ General Meeting, Members’ Council or company owner on approval of the plan of establishment or shutdown of a branch, representative office or subsidiary company; in which the plan on establishment must include contents on capital amount to be invested, source of investment capital, partners participating in establishing the subsidiary company (if any), contents and scope of operation, plan of business, plan of shutdown must have the content on handling of contracts signed with clients.

Article 197. Dossiers of application for changing name or location of a branch, representative office or transaction bureau, director of a branch of a securities company, securities investment fund management company

1. A written request, made according to the Form No. 76 in the Appendix to this Decree.

2. A decision of the Board of Directors, Members’ Council or company owner on changing name or location of a branch, transaction bureau or representative office, director of a branch.

3. In cases of changing the location, the dossier shall be together with a written explanation of physical foundations, made according to the Form No. 65 in Appendix to this Decree; a contract for rent of the office, documents certifying the right to own, use the office.

4. In cases of changing the director of a branch, the dossier shall be together with the personal information sheet, made according to Form No. 67 in the Appendix to this Decree and the judicial record card of the director of the branch that is dated within 06 months by the time of submission of the dossier.

Article 198. Conditions for providing services of lending money for buying securities to customers for margin trading, making advance payment for securities sold

1. A securities company may provide services of lending money for buying securities to customers for margin trading, making advance payment for securities sold if it satisfies the following conditions:

a) Being licensed to carry out securities brokerage operation and its provision of services of lending money for buying securities to customers for margin trading, making advance payment for securities sold is approved by the Board of Directors, Members’ Council or the company owner;

b) Being neither subject to warning, placed under control or special control or subject to operation cessation or suspension, nor consolidated, merged, dissolved or bankrupt;

c) The total debt-to-equity ratio meets regulations of the Ministry of Finance, an equity is not lower than the charter capital level as specified in Article 175 of this Circular;

d) Having the liquidity ratio of at least 180% in the 06 consecutive months before the securities company submits dossier of registration of providing the service of lending money to customers to buy securities;

dd) Having a trading system to serve the operation of lending money to customers to buy securities, supervise accounts used for borrowing money to buy securities; a system to separately manage each investor’s deposited money for securities trading at a bank; professional process and process of risk management and control of lending money to customers to buy securities.

2. The State Securities Commission may approve the registration of the services of lending money to buy securities for margin trading, making advance payment for securities sold according to types of securities used as security according to guidance of the Ministry of Finance.

Article 199. Conditions for provision of securities lending service

1. A securities company may provide the lending service when satisfying the following conditions:

a) Being licensed to carry out securities brokerage operation and its provision of securities lending service is approved by the Board of Directors, Members’ Council or the securities company owner;

b) Regulations at Points b and c, Clause 1, Article 198 of this Decree;

c) Having a trading system to serve the operation of lending securities, supervise securities borrowing accounts; a system to separately manage each investor’s deposited money for securities trading at a bank; professional process and process of risk management and control of the operation of lending securities;

d) Having the liquidity ratio of at least 220% in the 06 consecutive months before the registration of providing securities lending service.

2. A securities company may provide the day trading service when satisfying all conditions for providing securities lending service.

3. The State Securities Commission may approve the registration of securities lending service according to the list of securities being entitled to lending according to guidance of the Ministry of Finance, except for government bonds.

Article 200. Conditions for a securities company for coordinating with credit institutions in providing the services of lending money to customers to buy securities, making advance payment for securities sold

1. Being licensed to carry out securities brokerage operation and its coordination with credit institutions in providing the services of lending money to customers to buy securities, making advance payment for securities sold is approved by the Board of Directors, Members’ Council or the securities company owner.

2. Being neither subject to operation cessation or suspension, nor consolidated, merged, dissolved or bankrupt.

3. Having an in-principle contract with a credit institution that is established and operates in Vietnam for providing the services of lending money to customers to buy securities, making advance payment for securities sold, in which responsibilities of parties, lending ratio, types of securities used as security according to law regulations.

Article 201. Conditions for providing online securities trading services of a securities company

1. Being a member of the Stock Exchange and its provision of online securities trading services is approved by the Board of Directors, Members’ Council or the securities company owner.

2. Having personnel to operate the system, having a trading system, technique solutions to ensure the safety of the system, system storing backup data and addressing incidents according to guidance of the Ministry of Finance.

3. Satisfying all conditions specified in Clause 2, Article 200 of this Decree;

4. Directly providing online securities trading services for investors.

Article 202. Offering of financial products

1. Conditions for an issuing institution for offering financial products:

a) Being the securities company that is licensed to carry out securities dealing operation;

b) Having the charter capital and equity of at least VND 1,000 billion according to the latest year’s audited financial statement;

c) Being neither subject to operation cessation or suspension, nor consolidated, merged, dissolved or bankrupt; not being administratively sanctioned in the field of securities and securities market within 06 months to the date on which the State Securities Commission has received the dossier;

d) The latest period’s financial statement audited by an accredited audit firm without any exception or with an exception that does affect offering conditions; the issuing institution must have documents on reasonable explanation about, and an audit firm’s certification of, impacts of the exception;

dd) Its offering of financial products is approved by the Shareholders’ General Meeting, Members’ Council or the company owner;

e) Complying with products’ payment obligation for cases where offering of financial products has been made.

2. The Ministry of Finance guides financial products, dossiers, order and procedures for offering of financial products, underlying securities, limit of financial product offering, financial product trading, method of implementation, the operation of founding market, prevention of risks, protection of benefits of persons holding financial products, products’ information, reporting and information disclosure of the issuing institutions; reporting and information disclosure of depository banks.

Article 203. Dossiers of application for approval of provision of services of a securities company

1. A written request, made according to the Form No. 77 in the Appendix to this Decree.

2. A decision of the Board of Directors, Members’ Council or securities company owner on approval of provision of services meeting corresponding conditions as specified in Articles 198, 199, 200 and 201 of this Decree.

3. A decision of a competent authority on issuing the professional procedures, risk management and operation supervision.

4. For cases lending money to buy securities for margin trading, making advance payment for securities sold, dossiers shall be attached to explanations about the trading system to serve the operation of customers borrowing money to buy securities, supervise accounts used for borrowing money to buy securities; a system to separately manage each investor’s deposited money for securities trading at a bank.

5. For cases lending securities, dossiers shall be attached to explanations about the trading system to serve the operation of lending securities, supervise accounts used for borrowing securities; a system to separately manage each investor’s deposited money for securities trading at a bank.

6. For cases registering the provision of online trading service, dossiers shall be attached to a decision on approval of the status of member, results of system inspection of the Stock Exchange and documents satisfying regulations on Clause 2, Article 201 of this Decree.

Article 204. Termination of provision of services

1. A securities company may voluntarily terminate its provision of services after such termination is approved by the State Securities Commission. Such a dossier must comprise:

a) A written request, made according to the Form No. 77 in the Appendix to this Decree;

b) A decision of the Board of Directors, Members’ Council or securities company owner on approval of termination of providing services;

c) A plan for handling valid contracts, made according to the Form No. 84 in the Appendix to this Decree.

2. A securities company fails to satisfy the conditions for provision of services as prescribed in Articles 198, 199, 200 and 201 of this Decree may not sign new or extend contracts concerning the provided services.

3. Within 04 months after the time of failing to satisfy the conditions for provision of services as prescribed in Articles 198, 199, 200 and 201 of this Decree, the State Securities Commission shall promulgate the decision on termination of provision of services of the securities company.

Article 205. Order and procedures for approval of activities requiring approval of the State Securities Commission

1. For the establishment of a branch or transaction bureau, supplementation with operations of securities brokerage, securities dealing at a branch, provision of online securities trading services, change of location of a domestic branch, transaction bureau of a securities company or securities investment fund management company:

a) Within 07 working days from the date of receiving a complete and valid dossier of a securities company or securities investment fund management company as prescribed in Article 193, 197 or 203 of this Decree, the State Securities Commission shall send a written opinion about issues related to physical foundations to such company.

b) Within 07 days from the date facilities of the securities company or securities investment fund management company are completed and such company notify such to the State Securities Commission, the State Securities Commission shall examine facilities at the domestic headquarters, branch or transaction bureau of the securities company or the securities investment fund management company before approving the provision of online securities trading services, establishment of the branch, transaction bureau, supplementation with trading operations at the branch, change of location of the domestic branch, transaction bureau of the securities company or securities investment fund management company;

c) Within 07 working days from the date of having the results of examination of facilities prescribed at Point b of this Clause, the State Securities Commission shall approve activities of the securities company or securities investment fund management company; In the case of refusal, the State Securities Commission shall issue a written reply, clearly stating the reason.

2. Apart from cases prescribed in Clause 1 of this Article, within 07 working days from the date of receiving a complete and valid dossier as prescribed in Article 193, 194, 196, 197, 203 or Clause 1, Article 204 of this Decree, the State Securities Commission shall approve activities of the securities company or securities investment fund management company; In the case of refusal, the State Securities Commission shall issue a written reply, clearly stating the reason.

3. The approved domestic branch, transaction bureau, representative office of the securities company or securities investment fund management company must officially implement its activities within 03 months from the date of approval of the State Securities Commission. Past this time limit, the State Securities Commission shall withdraw the decision of establishment.

4. In cases of shutdown of a domestic branch, transaction bureau or representative office, termination of provision of services, within 15 days from the day of completion of such shutdown or termination of provision of services, the securities company or securities investment fund management company shall report on the results of the shutdown, using the Form No. 70 and Form No. 78 in the Appendix to this Decree and send the original copy of the decision on approval of establishment of the branch, transaction bureau or representative office, or approval of provision of services to the State Securities Commission. Within 05 working days from the date of receiving the report, the State Securities Commission shall issue the decision on withdrawal of decision on establishment of the branch, transaction bureau or representative office, or approval of provision of services of the securities company or securities investment fund management company.

Section 3. REORGANIZATION, TERMINATION AND REVOCATION OF ESTABLISHMENT AND SECURITIES BUSINESS LICENSES, REPRESENTATIVE OFFICE OPERATION REGISTRATION CERTIFICATES

Article 206. Conditions for reorganization of a securities company or securities investment fund management company

1. The reorganization, plan for reorganization shall be approved by the Shareholders’ General Meeting, Members’ Council or company owner.

2. The securities company formed after the reorganization must meet the conditions prescribed in Clause 1, Point c Clause 2, Clause 4 and Clause 5, Article 74 of the Law on Securities. The securities investment fund management company formed after the reorganization must meet the conditions prescribed in Clause 1, Point c Clause 2, Clause 4 and Clause 5, Article 75 of the Law on Securities.

3. In cases of reorganization to become a single-member limited liability company, the securities company or securities investment fund management company shall comply with Point a, Clause 3, Article 74; Point a, Clause 3, Article 75 of the Law on Securities.

4. The reorganization must comply with other relevant law regulations.

Article 207. Dossiers and procedures for approval of the reorganization of a securities company or securities investment fund management company

1. A dossier of request for approval of reorganization of a company shall comprise:

a) A written request for approval of reorganization of the company, made according to the Form No. 79 in the Appendix to this Decree;

b) Minutes of meeting, decision on reorganization of the company of the Shareholders’ General Meeting, Members’ Council or company owner;

c) An in-principle contract, for cases of consolidation or merger, made according to the Form No. 80 in the Appendix to this Decree;

d) A plan for reorganization approved by the Shareholders’ General Meeting, Members’ Council or company owner, made according to the Form No. 81 in the Appendix to this Decree;

dd) Documents proving the company’s satisfaction of regulations in Clauses 2 and 3, Article 206 of this Decree.

2. Within 30 days from the date of receiving a complete and valid dossier according to Clause 1 of this Article, the State Securities Commission shall issue a decision on approval of reorganization; In the case of refusal, it shall issue a written reply, clearly stating the reason.

3. Securities companies and securities investment fund management companies shall implement the reorganization according to the Law on Enterprises. In cases of reorganization in combination with private placement of shares, public offering of shares, securities companies and securities investment fund management companies shall comply with related regulations on offering.

4. Securities companies and securities investment fund management companies shall, after the merger, carry out procedures for modification of establishment and securities business licenses in accordance with Article 174 of this Decree.

5. Securities companies and securities investment fund management companies formed after the merger or legal transformation shall carry out procedures for re-grant of establishment and securities business licenses. A dossier of application for re-grant of an establishment and securities business license comprises:

a) A written request for re-grant of the establishment and securities business license, using the Form No. 82 in the Appendix to this Decree;

b) A report of results of implementation of the plan for reorganization, including the list of shareholders, capital-contributing members of the company after the reorganization, made according to the Form No. 68 in the Appendix to this Decree, results of transfer (if any), results of offering of shares (if any);

c) A written explanation of physical foundations, made according to the Form No. 65 in the Appendix to this Decree and a contract for rent of the office, documents certifying the right to own, use the office;

d) A list of Chief Executive Officer and securities practitioners at the headquarters and the operation network, made according to the Form No. 66 in the Appendix to this Decree; paper of personal information of Chief Executive Officer, Chief Executive Officer of the branch, made according to the Form No. 67 in the Appendix to this Decree and their criminal record certificates dated within not more than 06 months until the time of submission of dossier for the cases of change of Chief Executive Officer, Chief Executive Officer of the branch;

dd) A confirmation of the additional capital (if any) of the bank where the escrow account is opened or a report on the equity audited by an audit firm accredited.

e) A draft company charter after transformation or merger;

g) An original copy of the securities business license of the securities company or securities investment fund management company to be reorganized.

6. The State Securities Commission shall examine physical foundations in cases of change of headquarters of the company formed after the merger or transformation or if it is necessary to clarify issues related to physical foundations of the securities company or securities investment fund management company formed after the reorganization.

7. Within 30 days from the date of receiving a complete and valid dossier according to Clause 5 of this Article and results of physical foundation examination (if any), the State Securities Commission shall re-grant the establishment and securities business license to the securities company or securities investment fund management company after the merger or transformation; In cases of refusal, it shall issue a written reply, clearly stating the reason.

8. Branches, transaction bureaus, representative offices of securities companies or securities investment fund management companies formed after the reorganization that continue their operation shall carry out the adjustment of decisions on approval of establishment of the domestic and overseas branches and representative offices, subsidiary companies, transaction bureaus according to Articles 174, 197 and 205 of this Decree or carry out procedures for shutdown of the domestic and overseas branches and representative offices, subsidiary companies, transaction bureaus according to Articles 194, 196 and 205 of this Decree.

Article 208. Conditions for suspension of operation of a securities company or securities investment fund management company, Vietnam-based branch of a foreign securities company or foreign fund management company

1. Suspension of operation of a securities company or securities investment fund management company, Vietnam-based branch of a foreign securities company or foreign fund management company must not affect the interests of customers (if any).

2. The duration of operation suspension of the headquarters, branch, transaction bureau of the securities company or securities investment fund management company, Vietnam-based branch of a foreign securities company or foreign fund management company must not exceed 90 days. Past this time limit, the State Securities Commission shall revoke the establishment and securities business license or related establishment decision.

3. Having the plan for operation suspension, plan for handling the valid contracts signed with customers, made according to the Form No. 84 in the Appendix to this Decree, approved by the competent authority.

Article 209. Procedures for approval of operation suspension of a securities company or securities investment fund management company, Vietnam-based branch of a foreign securities company or foreign fund management company

1. A dossier of request for approval of the operation suspension shall comprise:

a) A written request, made according to the Form No. 83 in the Appendix to this Decree;

b) A decision of the competent authority on the operation suspension;

c) Plan for handling of valid contracts that have been signed with customers, made according to the Form No. 84 in the Appendix to this Decree, minutes of liquidation of valid contracts signed with entrustment customers or valid documents confirming that the fund management company has completed the handover of rights, responsibilities of entrusted asset management to the replacing fund management company.

2. Within 07 working days from the date of receiving a complete and valid dossier as prescribed in Clause 1 of this Article, the State Securities Commission shall issue a decision on approval of operation suspension of the headquarters, branch, transaction bureau of a securities company or securities investment fund management company, Vietnam-based branch of a foreign securities company or foreign fund management company; In cases of refusal, it shall issue a written reply, clearly stating the reason.

3. The securities company or Vietnam-based branch of a foreign securities company shall report the State Securities Commission within 24 hours after the headquarters, branch or transaction bureau resumes.

4. The securities investment fund management company or Vietnam-based branch of a foreign fund management company shall report and send the State Securities Commission relevant documents, ensuring the satisfaction of regulations in Clause 1, Article 85 of the Law on Securities before the resumption of activities.

Article 210. Dossiers, procedures for revocation of an establishment and securities business license and final settlement of customers’ assets of a securities company, a Vietnam-based branch of a foreign securities company

1. Order and procedures for revocation of the establishment and securities business license in case a securities company, a Vietnam-based branch of a foreign securities company fails to commence its official operation within 12 months after being granted the license or has all of its securities business operations withdrawn under Clause 2, Article 94 of the Law on Securities:

a) Within 07 working days after the expiration of the operation period as prescribed in Clause 1, Article 84 of the Law on Securities or after the securities company or the Vietnam-based branch of the foreign securities company has all of its securities business operations withdrawn under Clause 2, Article 94 of the Law on Securities, the State Securities Commission shall issue a decision on revocation of the establishment and securities business license;

b) The securities company or The Vietnam-based branch of the foreign securities company shall perform procedures for the dissolution according to the Law on Enterprises.

2. Order and procedures for revocation of the establishment and securities business license in case a securities company, a Vietnam-based branch of a foreign securities company fails to commence its official operation after the expiration of the operation suspension period approved by the State Securities Commission; a Vietnam-based branch of a foreign securities company fails to redress the reasons for its operation suspension mentioned at Point b or d, Clause 1 of Article 94 of the Law on Securities within 06 months after its operation is suspended; a securities company, a Vietnam-based branch of a foreign securities company fails to redress its violation mentioned at Point a or c, Clause 1 of Article 94 of the Law on Securities within 60 days from the date of operation suspension; a securities company dissolves; it makes a written request for withdrawal of the license, shall comply the following regulations:

a) Within 07 working days after a securities company, Vietnam-based branch of a foreign securities company has the decision on dissolution, a written request for withdrawal of the establishment and securities business license or has the establishment and securities business license withdrawn in a coercive manner, the State Securities Commission shall issue a decision on termination of all licensed business operations of the securities company, Vietnam-based branch of the foreign securities company to carry out the procedures for revocation of the establishment and securities business license;

b) Within 24 hours from the date of receiving the State Securities Commission’s decision, the securities company or Vietnam-based branch of the foreign securities company shall disclose information about this decision. The securities company or Vietnam-based branch of the foreign securities company must terminate all licensed business operations, cease the signature of new contracts related to business operation of the securities company;

c) Within 07 working days after the securities company receives the decision of the State Securities Commission, Board of Directors, Members’ Council, the securities company having its establishment and securities business license withdrawn in a coercive manner must decide to convene an extraordinary meeting of the Shareholders’ General Meeting, Members’ Council or the competent authority of the parent company shall convene an extraordinary meeting to approve the dissolution, decide the debt settlement plan for creditors and persons with related obligations and interests. Within 24 hours after the Shareholders’ General Meeting, Members’ Council, company owner, the parent company issues a decision on dissolution of the securities company, such securities company shall disclose information about the dissolution sent together with debt settlement plan for creditors and persons with related obligations and interests;

d) Within 15 days from the date of receiving the decision of the State Securities Commission, the securities company, Vietnam-based branch of the foreign securities company shall report to the State Securities Commission on dealing account settlement plan, valid contracts that have signed with customers, made according to the Form No. 84 in the Appendix to this Decree. The securities company shall perform the plan that has been registered to the State Securities Commission, final settlement of customers’ assets within no more than 45 days;

dd) In case the at-law representative of the securities company has his/her civil act capacity limited or lost, members of the Board of Directors, Members’ Council or remaining members of the Supervisory Board (if the securities company’s the Board of Directors or Members’ Council has not had any member) of the securities company shall assign members of the Board of Directors or compliance controllers to perform procedures for complete transfer of assets to customers;

e) Within 05 working days from the date of completing the registered plan prescribed at Point d of this Clause, the securities company, the Vietnam-based branch of the foreign securities company shall report to the State Securities Commission on results of settlement of contracts signed with customers, made according to the Form No. 70 in the Appendix to this Decree, decisions on revocation of member certificate of the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation;

g) Within 07 working days after the State Securities Commission receive the report prescribed at Point e of this Clause, the State Securities Commission shall issue decision on revocation of the establishment and securities business license;

h) The securities company shall perform the procedures for dissolution according to the Law on Enterprises.

3. Procedures for revocation of an establishment and securities business license in case of bankruptcy shall be implemented as follows:

a) Within 24 hours after the securities company receives the decision on initiation of bankruptcy procedures or the decision declaring the securities company bankrupt according to summary procedures specified in Clause 1, Article 105 of the Law on Bankruptcy, the securities company must disclose information about such decision;

b) Within 05 working days from the date of information disclosure as prescribed at Point a of this Clause, the securities company must develop a plan for settlement of  dealing accounts, contracts signed with the customers as prescribed at Point d, Clause 2 of this Article;

c) The securities company shall settle customers’ accounts according to the order and procedures prescribed at Point d, Clause 2 of this Article;

d) The securities company shall carry out bankruptcy procedures in accordance with the Law on Bankruptcy;

dd) Within 30 days from the date of receiving the decision declaring the securities company bankrupt, the State Securities Commission shall issue a decision on revocation of its establishment and securities business license.

4. Procedures for revocation of the establishment and securities business license in cases of consolidation or merger specified at Point dd, Clause 1, Article 95 of the Law on Securities shall comply with the following regulations:

The State Securities Commission shall issue a decision on revocation of establishment and securities business licenses of securities companies participating in the consolidation, merged companies and concurrently grant the establishment and securities business license to the consolidating securities company under Clause 5, Article 207 of this Decree or amend and supplement the establishment and securities business license in accordance with Clause 1, Article 174 of this Decree, in cases of merger.

5. The State Securities Commission shall disclose information about the revocation of establishment and securities business licenses and notify the business registration agency to revoke relevant enterprise registration certificates of securities companies, Vietnam-based branches of securities companies.

Article 211. Procedures for dissolution and revocation of establishment and securities business licenses of securities investment fund management companies and Vietnam-based branches of foreign fund management companies

1. A securities investment fund management company or a Vietnam-based branch of a foreign fund management company shall be dissolved in the following cases:

a) The operation duration stated in the company charter expires and there is no extension;

b) Voluntary dissolution under a decision of the Shareholders’ General Meeting, Members’ Council or company owner or a foreign securities trading organization;

c) Its establishment and securities business license is revoked in accordance with Clause 1, Article 95 of the Law on Securities;

d) Other cases as prescribed in the Law on Enterprises.

2. A securities investment fund management company shall only be dissolved when it ensures to pay all debts and other property obligations.

3. A dossier of request for approval of dissolution must comprise:

a) A written request for approval of dissolution;

b) A minutes of meeting and a resolution of Shareholders’ General Meeting, Members’ Council or a decision of the company owner or a decision of the foreign securities trading organization on approval of the dissolution, the plan for dissolution of the securities investment fund management company, the Vietnam-based branch of the foreign fund management company. The dissolution plan must comprise the handling of obligations arising from its valid contracts, labor contracts and a list of expected replacing fund management companies.

4. Within 20 days from the date of receiving a complete and valid dossier according to Clause 3 of this Article, the State Securities Commission shall issue a written approval of dissolution according to the approved plan; In the case of refusal, it shall issue a written reply, clearly stating the reason.

5. Procedures for liquidation and distribution of assets to shareholders and capital-contributing members shall comply with law on dissolution of enterprises.

6. Within 10 days from the date of completion of asset liquidation, full payment of debts, distribution of assets to shareholders, capital-contributing members, the at-law representative of the company must report on results of asset liquidation to the State Securities Commission. Such a dossier must comprise:

a) A report on liquidation of the company’s assets, payment of debts and implementation of other property obligations toward creditors, persons with other interests and obligations, including financial obligations toward the State, outstanding tax amounts and social insurance. The report must include a list of creditors and the amount of debt paid; list of shareholders, capital-contributing members, capital contribution ratio and amount, volume of assets paid;

b) A report certified by the depository bank, supervisory bank and the fund’s Board of Trustees, the Board of Directors of the securities investment company, entrusting customers on the liquidation of contracts, together with the minutes of liquidation of contracts certified by the depository bank, supervisory bank; documents on the fund dissolution in accordance with the law on the establishment and management of securities investment funds.

In case of handover of rights, responsibilities and investment portfolios of the fund, securities investment company, entrusting customers to the replacing securities investment fund management company, the report must include documents on handover of rights and obligations toward entrusting customers to the replacing securities investment fund management company certified by the old and new depository banks and supervisory banks;

c) A list of employees and their settled benefits;

d) The tax agency’s written certification of fulfillment of tax obligations; a written certification of the handover of the seal of the competent agency; the original establishment and securities business license and the amending and supplementing licenses.

7. Within 10 days from the date of receiving a complete and valid dossier according to Clause 6 of this Article, the State Securities Commission shall issue a decision on revocation of the establishment and securities business license; In the case of refusal, it shall issue a written reply, clearly stating the reason.

8. Members of the Board of Directors or Members’ Council, Supervisory Board (if any), Chief Executive Officer shall be responsible for the truthfulness and accuracy of the dossier for enterprise dissolution. If information in the enterprise dissolution dossier is inaccurate or documents in the dossier are forged, the above individuals must be jointly liable for payment of outstanding other debts and arising property obligations, settlement of the unsettled interests of employees, and personally responsible before law for the consequences arising within 03 years from the date of submission of dossier for report of asset liquidation results to the State Securities Commission.

9. Order and procedures for revocation of the establishment and securities business license for cases specified at Points a, b, c and d, Clause 1, Article 95 of the Law on Securities shall comply with the following regulations:

a) Within 30 days from the date of revoking in a coercive manner the establishment and securities business license, the State Securities Commission shall issue a decision on termination of all licensed business activities of the securities investment fund management company, Vietnam-based branch of foreign fund management company to carry out the procedures for revocation of the establishment and securities business license;

b) From the effective date of the decision on operation termination, such securities investment fund management company, branch of the fund management company shall immediately implement the provisions in Clause 3, Article 95 of the Law on Securities; must not sign or extend economic contracts or contracts related to the company’s business activities, except for those for the purpose of terminating the operation of the company; must completely terminate the transactions and management of assets, securities investment consultancy in any form for customers and partners; must hand over the management responsibilities and entrusted assets to the replacing securities investment fund management company at the request of customers, the investors’ general meeting and according to other relevant laws;

c) Within 15 days from the date of termination of its operation, the securities investment fund management company or Vietnam-based branch of the foreign fund management company shall send the State Securities Commission report with confirmation of the depository bank and supervisory bank on the detailed investment portfolios of each entrusting customer, of funds, securities investment companies managed by the company;

d) Within 45 days from the date of termination of its operation, the securities investment fund management company, Vietnam-based branch of the foreign fund management company shall: notify and collect opinions of entrusting customers, the fund’s general meeting of investors, the Shareholders’ General Meeting of the securities investment company on the settlement plan; conduct investment portfolio account finalization (close or transfer); transfer the entire balance of money and securities to customers who open trading accounts, entrusting customers according to the customer’s instructions; implement the handling plan approved by customers opening trading accounts, entrusting customers, the fund’s general meeting of investors, the Shareholders’ General Meeting of the securities investment company; liquidate contracts, hand over responsibilities to the replacing securities company, securities investment fund management company or a company formed after the consolidation or merger; organize meetings of the Shareholders’ General Meeting, Board of Members, collect opinions of the company owner on the plan to dissolve the company or go bankrupt;

dd) Within 60 days from the date of termination of its operation, the securities investment fund management company, Vietnam-based branch of the foreign fund management company must report to the State Securities Commission on the plans for settlement, the completion of handover of all rights and obligations of asset management to the replacing fund management company together with the contract liquidation minutes with entrusting customers; or a contract on the transfer of rights and responsibilities for investment portfolio management of entrusting customers, management of fund, securities investment company to the replacing securities investment fund management company (signed among 3 parties, including entrusting customers and fund management companies); settlement plan for disputed assets (if any) arising from licensed securities business operations;

e) Within 05 working days from the date of receiving the report on completion of the handover of rights and obligations to customers, the State Securities Commission shall send a written request to the securities investment fund management company, Vietnam-based branch of the foreign fund management company and related parties to carry out procedures for branch dissolution, dissolution or bankruptcy of the company according to Article 96 of the Law on Securities. In case of dissolution, the order of asset liquidation, report on results of asset liquidation and revocation of the establishment and operation license shall comply with Clauses 5, 6, 7 and 8 of this Article.

10. Procedures for revocation of the establishment and securities business license in cases of consolidation, division, merger or bankruptcy prescribed at Point dd, Clause 1, Article 95 of the Law on Securities shall comply with the following regulations:

a) Within 07 working days from the date of receiving the decision of the competent agency on bankruptcy, the at-law representative of the securities investment fund management company, the director of Vietnam-based branch of the foreign fund management company shall be responsible for sending the original establishment and securities business license and all dossiers and documents related to the bankruptcy to the State Securities Commission. Within 30 days from the date of receiving a complete and valid dossier, the State Securities Commission shall issue a decision on revocation of its establishment and securities business license;

b) The State Securities Commission shall issue a decision on revocation of establishment and securities business license of the securities investment fund management company that is consolidated, divided or merged and concurrently grant an establishment and securities business license to the fund management company formed after the split, consolidation or merger.

Article 212. Dossiers, procedures for revocation of operation registration certificates of Vietnam-based representative offices of foreign securities companies or fund management companies

1. The representative office operation registration certificate of a Vietnam-based representative office of a foreign securities company or a foreign fund management company shall be revoked in the following cases:

a) At the request of the foreign securities trading organization;

b) The foreign securities trading organization or representative office violates regulations on foreign exchange management in accordance with the Vietnamese law, internal transactions, market manipulation and other prohibited transactions in accordance with the Vietnamese law on securities; or fails to fulfill tax and other financial obligations toward the Vietnamese State in accordance with law;

c) The dossier of application of the representative office operation registration certificate contains untruthful or inaccurate information or omits important contents which must be included in the dossier;

d) The representative office operates for improper purposes, or inconsistently with the functions or other contents stated in the representative office operation registration certificate or other regulations on operation of representative offices;

dd) The representative office fails to send reports as requested by the State Securities Commission;

e) The foreign securities trading organization terminates its operation, goes bankrupt or is dissolved; or is divided, split up, merged or consolidated, and the organization formed after the division, splitting, merger or consolidation requests the termination of operation of the Vietnam-based representative office;

g) The representative office fails to commence its operation within 12 months after obtaining the operation registration certificate.

2. In case a representative office terminates its operation under Point a, Clause 1 of this Article, at least 30 days before the expected date of operation termination, the foreign securities trading organization shall send to the State Securities Commission a dossier of request for termination of operation of representative office. The dossier shall comprise the following documents:

a) A notice of termination of operation of the representative office;

b) A plan on operation termination of the representative office, specifying the order and procedures for liquidation of assets and fulfillment of obligations of the representative office; method, time limit and plan for payment of debts, recovery of assets, and settlement of obligations and interests of related individuals and organizations; and a plan on transfer of money and assets of the representative office abroad;

c) A decision of the competent authority of foreign securities trading organization on operation termination of the representative office.

3. Within 07 working days from the date of receiving a complete and valid dossier according to Clause 2 of this Article, or the date the representative office operation registration certificate is coercively revoked according to Points b, c, d, dd, e, g, Clause 1 of this Article, the State Securities Commission shall issue a decision on termination of operation of the representative office.

4. After receiving the Decision prescribed in Clause 3 of this Article, the representative office shall carry out the procedures for its shutdown, including:

a) Disclosing information about its termination of operation in the information disclosure media of the State Securities Commission and on 01 online or printed newspaper for 03 consecutive issues for organizations and individuals to know and settle related interests;

b) Liquidating the office rent contract and labor contracts signed with its employees and other transactions (if any);

c) Fulfilling tax and financial obligations toward the State in accordance with current laws;

d) Paying all debts and other obligations toward related organizations and individuals in Vietnam; fulfilling all obligations and interests toward other related organizations and individuals.

5. After completing the procedures prescribed in Clause 4 of this Article, the foreign securities trading organization shall report the State Securities Commission on the completion of the procedures for termination of operation of its Vietnam-based representative office. The reporting dossier shall comprise the following documents:

a) Relevant documents certifying that the foreign securities trading organization has completed the liquidation procedures and fulfilled all obligations, interests toward related organizations and individuals specified in Clause 4 of this Article and relevant laws of Vietnam;

b) The original operation registration certificate of its Vietnam-based representative office.

6. Within 07 working days from the date of receiving a complete and valid dossier prescribed in Clause 5 of this Article, the State Securities Commission shall issue a decision on revocation of the Vietnam-based representative office operation registration certificate.

7. After receiving the State Securities Commission’s decision on revocation of operation of the Vietnam-based representative office operation registration certificate, the foreign securities trading organization may transfer remaining assets (if any) of the representative office abroad in accordance with current laws.

Section 4. SECURITIES PRACTICE

Article 213. Conditions, dossiers, procedures for grant of securities practice certificates

1. A securities brokerage practice certificate shall be granted to an individual who satisfies the following conditions:

a) All conditions specified in Clause 2, Article 97 of the Law on Securities;

b) Possessing professional certificates in the field of securities, including: certificate of basic issues of securities and securities market, legal certificate of securities and securities market, certificates of securities analysis and investment, securities brokerage and securities investment consultancy or equivalent certificates.

2. A financial analysis practice certificate shall be granted to an individual who satisfies the following conditions:

a) All conditions as specified in Clause 1 of this Article;

b) Possessing professional certificates, including: financial consultancy and securities issuance underwriting certificate or corporate financial statement analysis certificate or equivalent certificates.

3. A fund management practice certificate shall be granted to an individual who satisfies the following conditions:

a) All conditions as specified in Clause 2 of this Article;

b) Possessing a professional certificate for fund and asset management;

c) Having at least 03 years’ experience of working at a professional section of business, investment, finance, accounting in enterprises, organizations in the fields of finance, banking, insurance, securities, audit or possessing lawful securities practice certificate that is granted abroad.

4. A dossier of request for grant of securities practice certificate shall comprise the following documents:

a) A written request, made according to the Form No. 85 in the Appendix to this Decree;

b) A personal information of the person who requests for the grant of securities practice certificate, made according to the Form No. 67 in the Appendix to this Decree within 06 months to the date on which the State Securities Commission has received the dossier;

c) A judicial record card granted by the competent agency within 06 months to the date on which the State Securities Commission has received the dossier;

d) The degree of bachelor, master or doctor;

dd) A lawful securities practice certificate that is granted abroad or an equivalent document proving that such individual is permitted to conduct lawful securities practice abroad (if any); certificates of professional qualifications in securities or equivalent certificates;

e) Two (02) photos (size 4cm x 6cm) taken within 06 months to the date on which the State Securities Commission has received the dossier;

g) For the case of request for grant of a fund management practice certificate, the dossier shall include a document certifying the number of years of working experience, the position of the person requesting for the grant of securities practice certificate that is provided by organizations where he/she worked or has currently worked.

5. The dossier for request of grant of securities practice certificate shall not be returnable even in a case of refusal to grant the certificate.

6. The State Securities Commission shall issue a decision on grant of securities practice certificate and notify the fees to person who requests for securities practice certificate within 07 working days from the date of receiving a complete and valid dossier; In the case of refusal, it shall issue a written reply, clearly stating the reason.

7. Within 01 year from the date the State Securities Commission announced the payment of fees for grant of the securities practice certificate, the person who is granted the securities practice certificate does not pay the fees, does not execute the procedures for receiving the certificate, the State Securities Commission shall issue a decision of cancellation of the issued securities practice certificate.

8. The Ministry of Finance shall define the charges and fees for the grant and re-grant of securities practice certificates; guidance on the organization of examinations for the grant of securities practice certificates according to Point d, Clause 2, Article 97 of the Law on Securities, certificates of professional qualifications and equivalent certificates specified at Point b, Clause 1 and Point b, Clause 2 of this Article.

Article 214. Re-grant of securities practice certificates

1. Cases in which a securities practice certificate shall be re-granted.

a) The securities practice certificate has been revoked as prescribed at Points a and c, Clause 3, Article 97 of the Law on Securities, or is lost or destroyed;

b) The identity of the practitioners recorded in the securities practice certificate (such as number of his/her identity card, citizen’s identity card, or passport, nationality, full name, date of birth) has been changed.

2. A dossier of request for re-grant of securities practice certificate shall comprise the following documents:

a) In case the securities practice certificate has been revoked as prescribed at Points a and c, Clause 3, Article 97 of the Law on Securities, the dossier of request for re-grant of securities practice certificate shall comprise the documents as prescribed in Clause 4, Article 213 of this Decree;

b) In case the securities practice certificate is lost or damaged or the identity of the practitioners recorded in the securities practice certificate has been changed,  the dossier of request for re-grant of securities practice certificate shall comprise: A written request for re-grant of securities practice certificate, made according to the Form No. 85 in the Appendix to this Decree; a valid identity card, citizen’s identity card, or passport; 02 photos (size 4cm x 6cm) taken within 06 months to the date on which the State Securities Commission has received the dossier; the securities practice certificate granted by the State Securities Commission, except for cases of request for re-grant of securities practice certificate due to loss of the certificate.

3. Order and procedures for re-grant of securities practice certificates shall comply with Clause 6, Article 213 of this Decree.

Article 215. Revocation of securities practice certificates

1. A securities practice certificate shall be revoked in cases as prescribed in Clause 3, Article 97 of the Law on Securities.

2. Within 30 days after the State Securities Commission issues a decision on revocation of securities practice certificate and uploads information about such revocation on the website of the State Securities Commission, the person who has the certificate revoked shall return the securities practice certificate to the State Securities Commission.

Article 216. Management and supervision of persons that are granted securities practice certificates and organizations employing securities practitioners

1. The State Securities Commission shall manage and supervise securities practitioners according to law regulations.

2. Securities practice principles:

a) Person possessing the securities brokerage practice certificate shall be entitled to conduct the operations of securities brokerage, securities investment consultancy.

b) Person possessing the financial analysis practice certificate shall be entitled to conduct the operations of securities brokerage, securities investment consultancy, securities dealing, securities issuance underwriting;

c) Person possessing the fund management practice certificate shall be entitled to conduct the operations of securities brokerage, securities investment consultancy, securities dealing, securities issuance underwriting, securities investment portfolio management, securities investment fund management;

d) The securities practice certificate is valid only when the holder of the certificate works at a securities company, a securities investment fund management company, a Vietnam-based branch of a foreign securities company or a foreign fund management company or a securities investment company and his/her working is notified by such company to the State Securities Commission;

dd) A person possessing any of the three securities practice certificates specified at Points a, b and c of this Clause and a professional certificate of derivatives and derivatives market may practice the operation respectively prescribed for his/her certificate related to derivatives in a securities company, securities investment fund management company;

e) A securities practice certificate holder may work in only one professional securities trading section at a time.

3. A securities practice certificate holder must report to the State Securities Commission, using the Form No. 86 in the Appendix to this Decree within 05 working days from the date of signing the labor contract, terminating the labor contract with a securities company, securities investment fund management company, Vietnam-based branch of a foreign securities company or a foreign fund management company or opening a securities trading account.

4. A securities practice certificate holder must report to the State Securities Commission, using the Form No. 86 in the Appendix to this Decree after detecting that his/her securities practice certificate has been lost or his/her identity recorded in the securities practice certificate has been changed.

5. Responsibilities of organizations employing securities practitioners, of at-law representatives of organizations employing securities

a) To arrange the work for the securities practitioner which is consistent with the type of securities practice certificate issued to such person;

b) To supervise securities practitioners to ensure they comply with the law on securities;

c) To notify to the State Securities Commission, using the Form No. 87 in the Appendix to this Circular, within 02 working days from the date of signing the labor contract or terminating labor contract with a person possessing securities practice certificate, or detecting that the securities practitioner violates the law on securities and securities market. These notification shall be enclosed the labor contract, a decision on recruitment of the employee (in the case of recruitment), a decision on termination of the labor contract (in the case of ceasing from work), or minutes on violation of the securities practitioners (if any); 

d) To report to the State Securities Commission before January 20th every year on its use of employees who possess securities practice certificates in previous year, using the Form No. 87 in the Appendix to this Decree.

Chapter VII. SECURITIES INVESTMENT FUNDS, SECURITIES INVESTMENT COMPANIES

Article 217. Names of securities investment funds, securities investment companies

The Vietnamese name of a securities investment fund or a securities investment company must comply with the law on enterprises and must consist of at least two components as follows:

1. Type of fund: Type of fund shall be “investment fund” for closed-end funds, open-end funds and member funds; “real estate investment fund” for real estate investment funds; “ETF” for exchange-traded funds; “securities investment joint-stock company” for securities investment companies.

2. Proper name: comply with investment target and strategy of the fund. For an ETF, its proper name shall comprise the abbreviated name of the securities investment fund management company and the reference index.

Article 218. Changes requiring approval of the State Securities Commission

A securities investment fund shall get a written approval of the State Securities Commission before:

1. Increasing or reducing charter capital of a member fund; increasing charter capital for a closed-end fund, real estate investment fund.

2. Changing operation duration of a fund.

3. Changing supervisory bank or depository bank of a fund.

4. Changing name of a fund, a securities investment fund management company.

Article 219. Conditions for registration for acting as public fund certificate distribution agents

1. Being an organization with at least 01 business location that is selected as a location for fund certificate distribution. Fund certificate distribution may only be conducted at registered locations.

2. A location must have at least 02 employees possessing a securities practice certificate; or persons possessing a lawful securities practice certificate that is granted abroad and a legal certificate of securities and securities markets; or possessing professional certificates on securities, including: certificate of basic issues of securities and securities market, legal certificate of securities and securities market, certificates of securities analysis and investment, securities brokerage and securities investment consultancy.

3. Possessing physical and technical foundations to ensure the fund certificate distribution.

4. Having professional procedures for fund certificate distribution and the codes of professional ethics applicable for fund certificate distributors.

Article 220. Dossiers, order and procedures for grant of certificate of public fund certificate distribution registration

1. A dossier for fund certificate distribution registration shall comprise:

a) A written request, made according to the Form No. 88 in the Appendix to this Decree;

a) A power of attorney of fund certificate distribution, made according to the Form No. 89 in the Appendix to this Decree;

c) The enterprise registration certificate, license for establishment and operation (if any) of the organization registering fund certificate distribution and locations of fund certificate distribution;

d) A written explanation of physical and technical foundations and human resources at locations of fund certificate distribution, made according to the Form No. 91 in the Appendix to this Decree; a lawful securities practice certificate that is granted abroad of fund certificate distributor (if any);

dd) A decision of a competent authority on issuing the professional procedures, including: procedures for information appraisal, identification of investors, procedures for fund certificate distribution together with regulations on preventing late transactions of customers; the codes of professional ethics applicable for fund certificate distributors.;

e) A specialized management agency’s written approval to provide fund certificate distribution agency services (if any).

2. Upon fund certificate distribution, securities investment fund management companies must ensure that they have sufficient personnel and professional procedures to meet the fund certificate distribution.

3. Within 10 days from the date of receiving a complete and valid dossier, the State Securities Commission shall grant a certificate of fund certificate distribution registration to registering organization; In the case of refusal, it shall issue a written reply, clearly stating the reason.

4. The Minister of Finance shall guide activities of agents for fund certificate distribution.

Article 221. Revocation of certificate of fund certificate distribution registration

1. Cases of revocation of the certificate include:

a) Voluntarily terminating securities fund certificate distribution activities;

b) Having its enterprise registration certificate, license for establishment and operation revoked;

c) During its operation, failing to maintain conditions for fund certificate distribution registration; or violating regulations and principles of operation of distribution agent according to regulations of the Ministry of Finance.

2. A dossier for termination of distribution agent activities shall comprise:

a) An official dispatch requesting the termination of fund certificate distribution, stating clearly the reasons;

b) The original certificate of fund certificate distribution registration;

c) A report on the termination of the entire fund certificate distribution at distribution locations of distribution agents; Minutes of final settlement of fund certificate account opening contracts with customers of distribution agents, or Minutes of handover of rights and obligations of customers to alternative distribution agents (if any).

3. Within 10 days from the date of receiving a complete and valid dossier, the State Securities Commission shall issue a decision on revocation of certificate of fund certificate distribution registration to registering organization; In the case of refusal, it shall issue a written reply, clearly stating the reason.

Section 1. MEMBER FUNDS

Article 222. Registration of establishment of member funds

1. Satisfying all conditions specified in Clause 2, Article 113 of the Law on Securities;

2. A securities investment fund management company must have at least 02 executive officers possessing fund management practice certificate; not being subject to warning, placed under control or special control or subject to non-compliance with sanctions and remedial measures under a decision on sanctioning of administrative violation in the field of securities and securities market.

Article 223. Dossiers for registration of member fund establishment

1. A written registration of fund establishment, made according to the Form No. 92 in the Appendix to this Decree.

2. A charter of the fund, made according to the Form as defined by the Ministry of Finance.

3. A contract on asset depository with a depository bank.

4. Contracts of capital contribution of capital-contributing members, clearly stating the name of the fund, the securities investment fund management company, the depository bank, the expected amount of charter capital to be contributed, together with a decision on participation in capital contribution to the fund of the competent authority as prescribed in the company charter of a capital-contributing member being the organization.

5. A list of professional securities investors participating in capital contribution, made according to the Form No. 93 in the Appendix to this Decree; appraisal reports of the securities investment fund management company or securities company that is authorized on determination of professional securities investors.

6. A depository bank’s written confirmation of the fund’s contributed capital.

7. A list and personal information sheet of executive officers of the fund, made according to the Form No. 91 and Form No. 101 in the Appendix to this Decree.

Article 224. Conditions for increase, decrease of the charter capital of member funds

1. The fund charter has the regulations on increase, decrease of the charter capital.

2. The increase, decrease of the charter capital of the fund, plan for increase, decrease of the charter capital and amending fund charter have been approved by the investors’ general meetings.

3. After capital adjustment, such fund meets regulations in Article 113 of this Law on Securities;

4. In case of capital increase, securities investment fund management companies must meet conditions as prescribed in Clause 2, Article 222 of this Decree. The contributed capital may be in cash or by securities being listed, registered for trading at the Stock Exchange.  The capital contribution by securities must ensure:

a) Capital contributing investors are not limited to transfer with respect to securities estimated to be brought into funds; not being securities being pledged, mortgaged, deposited, collateralized, besieged or being securities in security transactions in accordance with the civil law;

b) Securities brought into funds must meet the regulations at the fund charter, according to investment objectives, investment policies of the funds; not being the types of asset which are about to be liquidated, withdrawn in the funds’ investment portfolio; not being the types of securities subject to suspension, suspension of trading, or delisting or securities of issuing organizations subject to liquidation, dissolution and bankruptcy situations;

c) The capital contribution by assets must be approved by all funds’ investors and shall be only considered to have been completed after legal ownership of assets contributed as capital is transferred to funds.  The transfer of ownership rights shall comply with guidance of the Vietnam Securities Depository and Clearing Corporation;

d) The valuation of assets contributed as capital must comply with the fund charter and the other relevant law regulations.  The value of asset brought into funds shall be determined on the basis of the closing prices of the date of completing procedures for the transfer of ownership rights at the Vietnam Securities Depository and Clearing Corporation.

5. In case of capital decrease, assets distributed to investors may be cash or other assets. The securities investment fund management company and the depository bank shall distribute assets in proportion to contributed capital amounts of investors.

Article 225. A dossier for increase or decrease of the charter capital of a member fund

1. A written request, made according to the Form No. 94 in the Appendix to this Decree.

2. A meeting minutes and resolution of the investors’ general meeting on approval of increase, decrease of the charter capital of the member fund, plan for increase, decrease of the charter capital and amending fund charter.

3. The amending fund charter.

4. The amending and supplementing depository contract (if any).

5. A list of professional securities investors participating in capital contribution before and after the increase or decrease of the charter capital, made according to the Form No. 93 in the Appendix to this Decree; appraisal reports of the securities investment fund management company or securities company that is authorized on determination of professional securities investors, for new capital contributing members (if any).

6. A written confirmation of the depository bank on additionally-contributed capital, the list of additionally-contributed assets in case of capital increase.

7. A written confirmation of the depository bank on distribution of assets toward investors, clearly specifying the list of assets distributed to investors, in case of capital decrease.

8. Capital contribution contracts of new capital contributing members (if any) and a decision of the competent authority of the organization on the capital contribution to the funds.

Article 226. Conditions and dossiers for change of operation duration of member funds

1. Conditions for change of operation duration of a fund include:

a) The reduction or extension of operation duration of the fund has been approved by the investors’ general meeting of the fund;

b) The fund’s net asset value in the valuation period preceding the time of submission of a dossier of request for extension of the operation duration must be at least VND 50 billion.

2. A dossier for change of operation duration of a member fund shall comprise:

a) A written request, made according to the Form No. 94 in the Appendix to this Decree;

b) A meeting minutes and resolution of the investors’ general meeting of the fund on reduction or extension of operation duration of the fund, clearly stating reduced or extended duration;

c) A list of professional securities investors of the fund, made according to the Form No. 93 in the Appendix to this Decree;

d) A detailed portfolio and report on the net asset value of the fund (certified by the depository bank) as of the last date of valuation, calculated to the date of submission of the dossier;

dd) A contract on extension of depository service provision duration signed with the depository bank, in case of extension of operation duration.

3. The dossier for extension of operation duration of the fund must be submitted to the State Securities Commission at least 30 days before the fund’s operation duration expires. Past this time limit, the State Securities Commission shall not consider the extension of the fund’s operation duration.

Article 227. A dossier for change of a depository bank, supervisory bank

1. A written request, made according to the Form No. 94 in the Appendix to this Decree, together with a written commitment of the depository bank, the supervisory bank (if any) on the full handover of rights and obligations related to the fund’s assets to the replacing depository bank, replacing supervisory bank (if any).

2. A meeting minutes and resolution of the investors’ general meeting of the fund on approval of change of the depository bank, the supervisory bank (if any); approval of the plan to transfer assets from the replaced depository bank, replaced supervisory bank (if any) to the replacing depository bank, replacing supervisory bank (if any) and amending fund charter.

3. A depository contract signed with the replacing depository bank, supervisory contract signed with the replacing supervisory bank (if any).

4. The amending fund charter, prospectus, revising summary prospectus (if any).

5. The plan to fully transfer assets, rights and obligations to the replacing depository bank, replacing supervisory bank (if any).

Article 228. A dossier for the change of name of a fund or a securities investment fund management

1. A written request, made according to the Form No. 94 in the Appendix to this Decree.

2. A meeting minutes and resolution of the investors’ general meeting of the fund on approval of change of name of the fund, the securities investment fund management company, approval of the plan for handover of rights and obligations to the replacing securities investment fund management company and the amending fund charter.

3. A written commitment of the securities investment fund management company on handover of rights and obligations to the replacing securities investment fund management company; a list and personal information sheet of executive officer of the fund of the replacing management company, made according to the Form No. 91 and Form No. 101 in the Appendix to this Decree in case of change of securities investment fund management company.

4. The amending fund charter.

Article 229. Consolidation, merger of member funds

1. A member fund shall be consolidated or merged with another member fund under a resolution of the investors’ general meeting of consolidated or merged fund and merging fund. The member fund formed after the consolidation or merger must meet conditions prescribed in Clause 2, Article 113 of the Law on Securities.

2. A dossier of request for approval of fund consolidation or merger shall comprise:

a) A written request for approval of fund consolidation or merger;

b) A meeting minutes and resolution of the investors’ general meeting on approval of consolidation or merger, on consolidation or merger contract and on the charter of consolidating fund or merging fund;

c) A consolidation or merger contract, made according to the Form No. 96 in the Appendix to this Decree;

d) The charter of consolidating fund or amending charter of merging fund;

3. In case the consolidation or merger of the fund is combined with fund certificate offering, the fund shall comply with relevant regulations on offering.

4. The fund formed after the merger must carry out the procedures for modification of the fund formation registration certificate. The fund formed after the consolidation must carry out the procedures for re-grant of the fund formation registration certificate.

5. A dossier of request for re-grant, modification of the fund formation registration certificate for the fund formed after the consolidation or merger shall comprise the following documents:

a) A written request, made according to the Form No. 94 in the Appendix to this Decree;

b) A report on results of implementation of the plan for consolidation or merger, results of transfer (if any), results of fund certificate offering (if any);

c) A contract on asset depository of the consolidating fund or merging fund (if any);

d) A list of professional securities investors of the fund after the consolidation or merger, made according to the Form No. 93 in the Appendix to this Decree;

dd) The original fund formation registration certificates of the consolidated or merged funds.

e) List of assets of the fund formed after the consolidation or merger.

Article 230. Order, procedures for grant, re-grant, modification of the fund formation registration certificate

1. Within 15 days from the date of receiving a complete and valid dossier of fund formation registration, the State Securities Commission shall grant the fund formation registration certificate; In the case of refusal, it shall issue a written reply, clearly stating the reason. The fund’s capital may only be disbursed after the State Securities Commission grants the fund formation registration certificate.

2. Within 10 days from the date of receiving a complete and valid dossier for changes according to Article 218 of this Decree, the State Securities Commission shall modify the fund formation registration certificate; In the case of refusal, it shall issue a written reply, clearly stating the reason. The increased capital of the fund may only be disbursed after the State Securities Commission modifies the fund formation registration certificate.

3. The order and procedures for fund consolidation or merger are as follows:

a) Within 30 days from the date of receiving a complete and valid dossier of request for approval of fund consolidation or merger, the State Securities Commission shall issue a decision on approval of fund consolidation or merger; In the case of refusal, it shall issue a written reply, clearly stating the reason;

b) Within 05 working days from the date of completion of the consolidation or merger, the securities investment fund management company shall send a dossier of request for re-grant or modification of the fund formation registration certificate for the fund formed after the consolidation or merger. Within 30 days from the date of receiving a complete and valid dossier, the State Securities Commission shall re-grant or modify the fund formation registration certificate for the fund formed after the consolidation or merger; In the case of refusal, it shall issue a written reply, clearly stating the reason.

Article 231. A dossier for dissolution of a member fund

1. A written request for fund dissolution, made according to the Form No. 97 in the Appendix to this Decree.

2. A meeting minutes and resolution of the investors’ general meeting on approval of fund dissolution and plan for fund dissolution.

3. A plan for fund dissolution, made according to the Form No. 95 in the Appendix to this Decree.

4. A written commitment signed by the at-law representative of the securities investment fund management company (if any), and the depository bank, the supervisory bank (if any) on completion of asset liquidation procedures for dissolution of the fund.

Article 232. Order, procedures for dissolution of a member fund

1. Within 15 days after the investors’ general meeting approves the dissolution of the fund, the securities investment fund management company or the depository bank, the supervisory bank (if any) and the representative board of the fund (in the absence of securities investment fund management company) shall submit the dossier of request for dissolution of the fund to the State Securities Commission.

2. Within 15 days from the date of receiving a complete and valid dossier, the State Securities Commission shall issue a written approval of fund dissolution under the dissolution plan approved by the investors’ general meeting of the fund; In the case of refusal, it shall issue a written reply, clearly stating the reason.

3. Within 05 working days from the date of completing the dissolution of the fund, the securities investment fund management company or the depository bank, the supervisory bank (if any), in the absence of securities investment fund management company, shall disclose information on completion of liquidation, distribution and dissolution of the fund and at the same time send a report on results of the fund dissolution to the State Securities Commission. A dossier for report on the fund dissolution results shall comprise:

a) A report on results of the dissolution, made according to the Form No. 98 in the Appendix to this Decree;

b) A report on appraisal of the results of asset liquidation of an audit firm appointed by the investors’ general meeting or of the representative board of the fund (if any);

c) The original fund formation registration certificate;

d) A document of depository bank, supervisory bank (if any) and the securities investment fund management company detailing payment, portfolio of assets distributed to each investor, together with confirmation of investors that they have received enough money and assets according to the dissolution plan approved by the investors’ general meeting or confirmation of the Vietnam Securities Depository and Clearing Corporation on completion of distribution and registration of securities for investors at the request of the securities investment fund management company, the depository bank, the supervisory bank (if any) and investors; confirmation of the organization in charge of managing the register of shareholders, issuing organization, enterprises receiving investment capital from the dissolved fund on completion of the transfer of share, contributed capital ownership rights to each investor of such fund at the request of the securities investment fund management company.

4. Within 15 days from the date of receiving a complete and valid dossier for report on fund dissolution results, the State Securities Commission shall issue a decision on revocation of the fund formation registration certificate.

Section 2. CLOSED-END FUNDS

Article 233. Public offering of closed-end fund certificates

1. Conditions for initial public offering of fund certificates include:

a) All conditions specified in Clause 5, Article 15 of the Law on Securities;

b) A securities investment fund management company must have at least 02 executive officers possessing fund management practice certificate; not being subject to warning, placed under control or special control or subject to non-compliance with sanctions and remedial measures under a decision on sanctioning of administrative violation in the field of securities and securities market.

2. Conditions for fund certificate offering to increase the fund’s capital include:

a) All conditions specified in Clauses 1 and 2, Article 112 of the Law on Securities;

b) Conditions specified at Point b, Clause 1 of this Article.

3. Plan for the initial offering of fund certificates and fund certificate offering to increase the capital must contain at least the contents as prescribed in the Form No. 99 in the Appendix to this Decree.

4. Within 30 days from the effective date of the fund formation registration certificate, or the certificate of adjustment to the fund formation registration certificate, the securities investment fund management company shall carry out listing or additional listing of fund certificates at the Stock Exchange as prescribed.

Article 234. Dossiers for registration of public offering of closed-end fund certificates

1. A dossier for registration of initial public offering of fund certificates shall comprise:

a) A written registration for public offering of fund certificates, made according to the Form No. 100 in the Appendix to this Decree;

b) The draft fund charter according to regulations of the Ministry of Finance;

c) The prospectus, summary prospectus according to regulations of the Ministry of Finance;

d) An in-principle contract on supervision between the supervisory bank and the securities investment fund management company;

dd) An in-principle contract on distribution of fund certificates between the securities investment fund management company and distribution agents, together with certificates of fund certificate distribution agent registration, reports on appraisal of the physical and technical foundations and human resources at fund certificate distribution locations of the securities investment fund management company and in-principle contracts signed with relevant service providers (if any);

e) A list, personal information sheets of executive officers of the fund, made according to the Forms No. 91 and No. 101 in the Appendix to this Decree;

g) In case the fund is not expected to hold the first investors’ general meeting, the securities investment fund management company must supplement documents to collect investors’ opinion on the election of members of the representatives board of the fund, enclosed with personal information sheets, judicial record cards and other contents for consulting investors;

h) An issuance underwriting commitment (if any), brochures, introduction information about the fund expected to be offered (if any).

2. A dossier for registration of fund certificate offering to increase the capital include:

a) Documents prescribed at Points a, b and c, Clause 1 of this Article;

b) The resolution of the investors’ general meeting approving the offering of the right to buy fund certificates to increase the capital of the fund and the fund certificate offering plan;

c) The minutes of the meeting and resolution of the fund’s representative board approving the offering registration dossier, issuance time and price, criteria for price determination, and subjects to whom fund certificates are to be offered in case the right to buy fund certificates projected to be issued is not fully distributed;

d) The latest financial statement before the date of submission of a dossier of registration of public offering according to Article 20 of the Law on Securities.

Article 235. Dossiers of registration for establishment of a closed-end fund

1. A written registration of fund establishment, made according to the Form No. 92 in the Appendix to this Decree.

2. A report on the result of the offering, made according to the Form No. 102 in the Appendix to this Decree, together with the written confirmation of the freezing of the supervisory bank for the proceeds from the offering, and the list of investors buying fund certificates.

3. A minutes summing up investors’ opinions about the contents that need to be consulted by investors (if any).

Article 236. A dossier of request for modification of the closed-end fund formation registration certificate due to the increase in capital

1. A written request, made according to the Form No. 94 in the Appendix to this Decree.

2. A report on results of the offering to increase the capital, made according to the Form No. 102 provided in Appendix attached to this Decree.

3. The supervisory bank’s written certification of the amount of capital raised in the offering, and a list of investors buying fund certificates.

Article 237. A dossier of changes of operation duration, the supervisory bank, name of a fund, securities investment fund management company of a closed-end fund

1. Related documents as prescribed in Articles 226, 227 and 228 of this Decree.

2. A contract on extension of depository and supervisory service provision duration signed with the depository bank, detailed investment portfolios and a report on the fund’s net asset value (certified by the supervisory bank) in the valuation period preceding the time of submission of the dossier, in case of extension of the fund’s operation duration.

Article 238. Consolidation, merger of closed-end funds

1. A closed-end fund shall be consolidated or merged with another closed-end fund under a decision of the investors’ general meeting. The fund formed after the consolidation or merger must meet conditions prescribed in Clause 1, Article 108 of the Law on Securities.

2. A dossier of request for approval of fund consolidation or merger shall comprise documents prescribed in Clauses 2 and 3, Article 229 of this Decree.

3. The fund formed after the merger must carry out the procedures for modification of the fund formation registration certificate. The fund formed after the consolidation must carry out the procedures for re-grant of the fund formation registration certificate.

4. A dossier of request for re-grant, modification of the fund formation registration certificate for the fund formed after the consolidation or merger shall comprise the following documents:

a) Documents specified at Points a, b, dd and e, Clause 5, Article 229 of this Decree;

b) The prospectus, summary prospectus of consolidating fund, merging fund;

c) The contract of asset supervisory signed with the supervisory bank of the fund formed after the consolidation, merger, together with reports on evaluation of supervisory banks on contents at the plan on consolidation, merger, including: Principle of determination of debts, assets and net asset value at the date of consolidation, merger; principle of the conversion and determination of conversion ratio; the plan and principle of asset transfer among funds, the expected number of outstanding fund certificates of the fund formed after the consolidation, merger;

d) The official dispatch of the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation approving the delisting, cancellation of registration and depository of fund certificates of the consolidated or merged fund.

Article 239. Order, procedures for grant, re-grant, modification of the closed-end fund formation registration certificate

1. A securities investment fund management company shall submit a dossier of registration for public offering of fund certificates to the State Securities Commission. Within 30 days from the date of receiving a complete and valid dossier, the State Securities Commission shall grant a certificate of registration for public offering of fund certificates; In the case of refusal, it shall issue a written reply, clearly stating the reason.

2. Within 10 days after completing the offering, the securities investment fund management company shall send the fund formation registration dossier to the State Securities Commission. Within 07 working days from the date of receiving a complete and valid dossier, the State Securities Commission shall grant the fund formation registration certificate; In the case of refusal, it shall issue a written reply, clearly stating the reason.

3. Within 10 days after completing the offering to increase the capital, the securities investment fund management company shall send a dossier of request for modification of the fund formation registration certificate to the State Securities Commission. Within 07 working days from the date of receiving a complete and valid dossier, the State Securities Commission shall modify the fund formation registration certificate; In the case of refusal, it shall issue a written reply, clearly stating the reason.

4. Order, procedures for changes specified in Article 218 of this Decree, for consolidation, merger of closed-end funds shall comply with Clauses 2 and 3, Article 230 of this Decree.

Article 240. Dissolution of a closed-end fund

1. A closed-end fund shall be dissolved in one of the following cases:

a) Cases defined in Clause 1, Article 104 of the Law on Securities;

b) The fund is delisted.

2. A dossier of request for fund dissolution shall comprise:

a) Documents as prescribed in Article 231 of this Decree;

b) A decision on delisting of the Stock Exchange (in case the fund is dissolved due to delisting).

3. A dossier and procedures for dissolution of the fund shall comply with Articles 232 of this Decree.

Section 3. OPEN-END FUNDS

Article 241. Conditions and dossiers for registration of initial public offering of open-end fund certificates

1. Conditions for the initial public offering of open-end fund certificates shall comply with Clause 1, Article 233 of this Decree.

2. A dossier for registration of initial public offering of open-end fund certificates shall include:

a) Documents defined in Clause 1, Article 234 of this Decree;

b) Contract signed with the fund management service providers and transfer agents (if any).

Article 242. A dossier of registration for fund formation, changes of a supervisory bank, name of a fund, securities investment fund management company of a closed-end fund

1. A dossier of registration for fund formation shall comprise documents defined in Article 235 of this Decree.

2. A dossier of changes of a supervisory bank, name of a fund, securities investment fund management company shall comprise relevant documents according to Articles 227 and 228 of this Decree.

Article 243. Consolidation, merger of open-end funds

1. An open-end fund shall be consolidated or merged with another open-end fund under a decision of the investors’ general meeting. The fund formed after the consolidation or merger must meet conditions prescribed in Clause 1, Article 108 of the Law on Securities.

2. A dossier of request for approval of open-end fund consolidation or merger shall comprise documents prescribed in Article 238 of this Decree.

Article 244. Division, separation of open-end funds

1. Conditions for fund division or separation include:

a) The division or separation is approved by the investors’ general meeting;

b) The fund formed after the division or separation must meet conditions prescribed in Clause 1, Article 108 of the Law on Securities;

c) The fund formed after the division or separation must be supervised by the supervisory bank.

2. A dossier of request for approval of open-end fund division or separation shall comprise:

a) A written request for approval of open-end fund division or separation;

b) A meeting minutes and resolution of the investors’ general meeting on approval of fund division or separation, plan for fund division or separation and the charter of the funds formed after the division or separation;

c) A plan for fund division or separation, made according to the Form No. 95 in the Appendix to this Decree;

d) The charter of the funds formed after the division or separation.

3. The funds formed after the division or separation must carry out the procedures for re-grant or modification of the fund formation registration certificate.

4. A dossier of request for re-grant, modification of the fund formation registration certificate for funds formed after the division or separation shall comprise the following documents:

a) A written request, made according to the Form No. 94 in the Appendix to this Decree;

b) A report on results of implementation of plan for fund division or separation;

c) A report on evaluation of supervisory banks on plan for division or separation of investment portfolios, transfer of ownership rights and handover of assets among the funds formed after the division or separation, investment portfolios of the fund formed after the consolidation or merger;

d) Supervision contracts between the securities investment fund management company and the supervisory banks for the funds formed after the division or separation;

dd) The prospectus, summary prospectus of the funds formed after the division or separation;

e) The original fund formation registration certificate of the divided fund.

Article 245. Order, procedures for grant, re-grant, modification of the open-end fund formation registration certificate

1. Order and procedures for registration of offering, open-end fund formation shall comply with Clauses 1 and 2, Article 239 of this Decree.

2. Order and procedures for changes of a supervisory bank, name of a fund, securities investment fund management company, consolidation, merger of open-end funds shall comply with Clauses 2 and 3, Article 230 of this Decree.

3. Order and procedures for division or separation of an open-end fund are as follows:

a) Within 30 days from the date of receiving a complete and valid dossier of request for approval of fund division or separation, the State Securities Commission shall issue a decision on approval of fund division or separation; In the case of refusal, it shall issue a written reply, clearly stating the reason;

b) Within 05 working days from the date of completion of the fund division or separation, the securities investment fund management company shall send a dossier of request for re-grant or modification of the fund formation registration certificate for funds formed after the division or separation. Within 30 days from the date of receiving a complete and valid dossier, the State Securities Commission shall re-grant or modify the fund formation registration certificate for funds formed after the division or separation; In the case of refusal, it shall issue a written reply, clearly stating the reason.

Article 246. Dissolution of an open-end fund

A dossier and procedures for dissolution of the fund shall comply with Articles 231 and 232 of this Decree.

Section 4. REAL ESTATE INVESTMENT FUND

Article 247. Real estate investment fund

1. Real estate investment funds are organized and operate in the form of closed-end funds or public securities investment companies (called real estate securities investment companies).

2. In case of organization and operation in the form of closed-end funds, offering, establishment, increase or decrease of capital, listing, change of operation duration, change of name, securities investment fund management company, consolidation, merger or dissolution shall comply with the provisions of Articles 233 to 240 of this Decree and the provisions of this Section.

3. In case of organization and operation as real estate securities investment company, offering, establishment, increase or decrease of capital, listing, change of operation duration, change of name, securities investment fund management companies, consolidation, merger or dissolution shall comply with the provisions of Articles 257 to 268 of this Decree and the provisions of this Section.

Article 248. Conditions for public offering of real estate fund certificates

1. Investors are entitled to contribute capital by real estate in the initial offering and increase capital for the real estate investment fund. Real estate to be contributed as capital must satisfy the following conditions:

a) Satisfy the provisions of the fund’s charter, investment objectives and investment policies;

b) Under the legal ownership of the investor, not restricted to transfer the ownership or use right of the real estate expected to contribute to the fund; not security property being pledged, mortgaged, deposited, escrowed, frozen or in other security property transactions in accordance with civil law;

c) Be permitted to conduct business under legal provisions on real estate trading;

d) Be completed house or construction work in accordance with the construction law;

dd) If the real estate is under construction, the real estate investment fund may only receive real estate capital contribution when the following conditions are met: have transaction contracts with potential customers, guarantee that the real estate can be sold or used or leased immediately after completion; the construction project has been implemented on schedule by the time the fund contributes capital; total value of real estate projects in the construction process under the fund’s investment does not exceed 10% of the fund’s total asset value; It is not land without construction works in accordance with Law on real estate business and Land Law.

2. Conditions for initial public offering of fund certificates or offering to increase capital in real estate investment fund include:

a) Conditions specified in Article 233 of this Decree (in the case of being organized and operating in the form of closed-end funds) or Article 257 of this Decree (in the case of being organized and operating in the form of public securities investment company);

b) The securities investment fund management company has at least 02 professional staff with price appraiser card in accordance with the Law on Price.

Article 249. Documents for public offering of real estate fund certificates

1. Application for registration of initial public offering of real estate investment fund certificates includes:

a) Documents specified in Clause 1, Article 234 of this Decree (in the case of being organized and operating in the form of closed-end funds) or Clause 1, Article 258 of this Decree (in the case of being organized and operating in the form of public securities investment company);

b) List and copy of personal information of professional staff under Form No. 91, Form No. 101 in Appendix issued herewith and price appraiser card;

c) Real estate price appraisal contract between securities investment fund management company and real estate price appraisal enterprise in accordance with the Law on Price (if any);

d) Real estate management contract between the securities investment fund management company and real estate management organization (if any).

2. In case the investor contributes capital with real estate, documents of initial public offering of real estate fund certificates, additional documents are as follows:

a) List of investors contributing capital with real estate under Form No. 103 in the Appendix enclosed herewith; together with decision on contributing assets to the real estate investment fund, commitment to comply with the fund certificate transfer restriction conditions of the competent authority of the capital contributor;

b) Documents on the investor’s ownership and use right of real estate in accordance with the law on real estate business, law on housing, and law on land;

c) Last annual financial statements of the capital contributor up to the time of submission of application for public offering registration must meet the provisions of Article 20 of the Law on Securities or report of real estate management organization on the exploitation of real estate contributed as capital in the latest year, certified by an independent auditing organization;

d) Valuation certificate of real estate contributed as capital of 02 independent valuation enterprises;

dd) Investor’s survey card on real estate contributors, price of real estate contributed as capital.

3. A dossier of offering registration to increase capital in the real estate investment fund includes documents specified in Clause 2, Article 234 of this Decree (in the case of being organized and operating in the form of closed-end funds) or Clause 2, Article 258 of this Decree (in the case of being organized and operating in the form of public securities investment company). In case investors contribute capital with real estate, additional documents are as follows:

a) Documents specified in points a, b, c, d clause 2 of this Article;

b) Minutes of meetings and resolutions of the General Meeting of Investors, the Board of Fund Representatives approving the additional offering of fund certificates to increase fund capital by real estate contribution of investors, including: investors, real estate contributed as capital, price of real estate contributed as capital;

c) Report on re-valuation of the fund’s existing properties, report on net asset value, certified by the supervisory bank at the time of submission.

Section 5. EXCHANGE TRADED FUND

Article 250. Reference index of Exchange Traded Fund

1. The reference index of Exchange Traded Fund must fully meet the following conditions:

a) Developed and managed by the Stock Exchange;

b) Built on the basis of underlying securities listed on the Stock Exchange;

c) Have specific, clear, highly representative objectives that reflect the characteristics of the market or groups of industries or sectors. Operating principles, management and maintenance of the index must ensure that the index reasonably reflects the general fluctuations in the market or group of industries or sectors, accurately reflects price movements of underlying securities, change in the proportion of underlying securities and types of underlying securities;

d) The underlying securities portfolio of reference index must be diversified and must ensure: have at least 10 stocks in the portfolio, the weight of each share in the portfolio does not exceed 20% of the value of the index (for stock index); have at least 05 bonds in the portfolio, the proportion of each bond in the portfolio does not exceed 20% of the index value (for the bond index), except for Government bonds, treasury bills, government-guaranteed bonds and municipal bonds;

dd) Information on reference index and daily change rate of the reference index must be published on a daily basis on the website of the Stock Exchange and mass media in accordance with the law on information disclosure on the stock market.

2. Underlying securities portfolio in Exchange transaction must fully satisfy the following conditions:

a) Include at least 50% of the underlying securities that form the reference index (the securities portfolio of the reference index);

b) Value of the underlying securities portfolio is not lower than 95% of the value of the respective securities portfolio of the reference index.

Article 251. Conditions for Fund founders

1. Be securities company with securities brokerage and dealing operations, and be custodian bank.

2. In the last 12 months, prior to the month of submitting the application for registering the establishment of Exchange Traded Fund, the securities company must maintain minimum available fund rate of 220%, or a higher rate required by securities investment fund management companies; The custodian bank must meet the capital adequacy ratio in accordance with the banking laws.

3. Signed Exchange Traded Fund establishment contract with the securities investment fund management company.

4. Meet other conditions (if any) in fund establishment contract.

Article 252. Conditions for initial public offering of Exchange Traded Fund certificates and listing of Exchange Traded Fund certificates

1. Conditions for initial public offering of Exchange Traded Fund certificates:

a) Satisfy the conditions specified in clause 1 Article 233 of this Decree;

b) Have at least 02 fund founders meeting the provisions of Article 251 of this Decree;

c) Each investor or fund founder registers to purchase at least 1 block of fund certificates. Total number of successfully offered blocks of fund certificates must reach a minimum of 10 blocks, or another number according to the Fund Charter, ensuring the fund’s charter capital reaches at least VND 50 billion.

2. Securities investment fund management companies must list exchange-traded fund certificates at the Stock Exchange within 30 days from the effective date of Registration Certificate of Establishment of Exchange Traded Fund.

Article 253. Documents for registration of initial public offering of Exchange Traded Fund certificates

1. Documents specified in Clause 1, Article 234 of this Decree.

2. Contract signed between the securities investment fund management company and Stock Exchange on the provision of reference indexes for the fund, together with documents on reference indexes, including: index development and management principles and related documents detailing the index’s underlying securities portfolio, principles and methods of selecting stocks in index basket, principles and methods of calculating indexes.

3. Fund establishment contract between the securities investment fund management company and fund founders, together with the License of establishment and operation of the securities company, custodian bank,

Certificate of depository operations of custodian bank, summary of available fund rate, the capital adequacy ratio of securities company, custodian bank for the last 12 months before the time of submission and other documents under the contract (if any).

Article 254. Exchange Traded Fund Establishment Documents

1. The capital contribution to establish Exchange Traded Fund by fund founders and investors is done by underlying securities portfolio. Cash contribution is made only for the payment difference between the value of the underlying securities portfolio and the offer price; payments for underlying securities of which fund founders and investors are restricted from transferring or whose investment is restricted due to limited foreign ownership at the time of transaction; dividends and coupon on underlying securities.

2. The entire portfolio of underlying securities of fund founders and investors must be frozen at Vietnam Securities Depository and Clearing Corporation.

3. Documents for registration of Exchange Traded Fund establishment includes:

a) Documents specified in Clause 1 and Clause 3 Article 235 of this Decree;

b) Report on the offering results of fund certificates by the supervisory bank, enclosed with list of fund founders and investors participating in capital contribution, under the Form No. 102 in the Appendix enclosed herewith;

c) Confirmation of the Vietnam Securities Depository and Clearing Corporation on details of the frozen underlying securities portfolio of each fund founder and investor for the purpose of inclusion in Exchange Traded Fund according to the Form No. 104 in the Appendix enclosed herewith.

Article 255. Order and procedures for issuance, re-issuance and modification of Certificate of Registration of Exchange Traded Fund Establishment

1. The order and procedures for registration for offering and establishment of Exchange Traded Fund comply with Clause 1, Article 245 of this Decree.

2. Documents, order and procedures for change of supervisory bank, change of fund name, securities investment fund management company, and consolidation or merger of Exchange Traded Fund shall comply with the provisions of Clause 2, Article 242, Article 243 and Clause 2, Article 245 of this Decree.

Article 256. Dissolution of Exchange Traded Fund

1. Exchange Traded Fund is dissolved in the following cases:

a) Cases specified in Clause 1, Article 104 of the Law on Securities;

b) The Fund is delisted, except in case of voluntary delisting due to changes in reference index.

2. Documents, order and procedures for dissolution of Exchange Traded Fund comply with Article 246 of this Decree.

Section 6. SECURITIES INVESTMENT COMPANY

Article 257. Conditions for initial offering of shares or offering of shares to increase capital of public securities investment company

1. The conditions for initial public offering of shares of public securities investment company include:

a) Total value of the shares registered for offering is at least VND 50 billion;

b) Have issue plan and plan for use of capital raised from the offering;

c) Must be supervised by the Supervisory Bank;

d) Shares for public offering must be listed on the Stock Exchange after the end of the offering;

(dd) Securities investment fund management company has at least two people operating securities investment company with fund management practice certificate; not being put in the state of warning, control, special control, suspension or failure to fully implement the sanctions, the remedial measures under the sanction decision on violation of the securities law and the stock market.

2. Conditions for offering of shares to increase capital of public securities investment company:

a) The charter of the securities investment company has provisions on capital increase and plan to issue shares to increase capital approved by the General Meeting of Shareholders of the company;

b) The business operation of the year immediately preceding the year of offering registration must be profitable, and at the same time, there must be no accumulated loss up to the time of offering registration;

c) Securities investment fund management company complies with the provisions of Point dd, Clause 1 of this Article.

3. The plan for the initial public offering and share offering to increase capital must include the minimum contents in accordance with the Form No. 99 in the Appendix enclosed herewith.

4. Within 30 days from the effective date of License of establishment and operation of public securities investment company, the adjusted License of establishment and operation of a public securities investment company, Securities investment fund management companies must list and additionally list stocks of public securities investment companies at Stock Exchanges according to regulations.

Article 258. Documents and procedures for registration of initial offering or offering of shares to increase capital of public securities investment company

1. Application for registration of initial public offering of shares includes:

a) The registration form for the public offering of shares according to the Form No. 100 of the Appendix enclosed herewith;

b) Charter of the securities investment company as provided for by the Ministry of Finance;

c) Prospectus, summary prospectus in accordance with regulations of the Ministry of Finance;

d) Custody and supervision contract between the Supervisory bank and the securities investment fund management company;

(dd) Contract of distribution of shares of securities investment company between the securities investment fund management company and distribution agents, enclosed with the Certificate of registration of fund certificate distribution operations, report on appraisal of facilities, techniques, personnel at the fund certificate distribution locations of the securities investment fund management company and principle contracts signed with relevant service providers (if any);

e) List of expected personnel, company executives, accompanied by personal information, made according to Form No. 91, Form No. 105 Appendix enclosed herewith and Judicial Records of members of the Board of Directors, General Director (Director) granted no later than 06 months from the date of submission of the dossier;

g) If the securities investment company expects to not hold the first General Meeting of Shareholders, the securities investment fund management company must supplement documents to consult investors on: listing shares on the Stock Exchange, structure of the Board of Directors, members of the Board of Directors of the company and other matters for collecting opinions of investors;

h) Securities issuance guarantee (if any), promotional materials, information on the proposed fund (if any).

2. Documents of registration for offering of shares to increase capital in securities investment company include:

a) Documents specified in point a, b, c, h clause 1 of this Article;

b) Resolutions of the General Meeting of Shareholders of the company on approving the offering of shares for capital increase, issuance plan, plan for the use of capital collected from the offering, approving additional listing on the Stock Exchange after the end of the offering;

c) Resolutions of the Board of Directors of the company on approving the application for offering registration, time of issuance, specific issue price, and determining criteria and the subject of the offering in case of not fully distributing the number of stock options to be issued;

d) Financial statements of the most recent year must meet the provisions of Article 20 of the Law on Securities and ensure that profits of the company are positive and have no accumulated losses up to the time of registration for offering.

Article 259. Conditions for issuance of establishment and operation license of securities investment company

1. Capital conditions include:

a) The minimum actual contributed charter capital is VND 50 billion. Public securities investment company must entrust capital to securities investment fund management company for management. Individual securities investment companies are allowed to manage their own investment capital or entrust capital to securities investment fund management company for management;

b) All assets of public securities investment company must be deposited at the Supervisory bank.

2. The head office conditions include: have head office for securities investment. Public securities investment company or securities investment company that entrusts capital to securities investment fund management company for management may use the head office of the securities investment fund management company as its head office.

3. Conditions of personnel include:

a) Public securities investment company, securities investment company that entrusts capital to a securities investment fund management company for management must not recruit personnel and has General Director (Director), Deputy General Director (Deputy Director) as the fund operator appointed by the securities investment fund management company.

b) Private securities investment company that manages capital by itself has General Director (Director) meeting the criteria specified in Clause 5, Article 75 of the Law on Securities and at least 02 employees with financial analysis practice certificate or fund management practice certificate.

4. Shareholders’ conditions include:

a) Public securities investment company has at least 100 shareholders who are not professional securities investors;

b) Individual securities investment company has a maximum of 99 shareholders. In which, institutional shareholders must contribute at least VND 03 billion and individual shareholders must contribute at least VND 1 billion. In case of self-management, domestic shareholders must be an organization licensed to establish by specialized securities, banking, and insurance agency or member of the Board of Directors or General Director (Director), Deputy General Director (Deputy Director) of the company.

5. At least 2/3 of the members of the Board of Directors of public securities investment company must be independent from the securities investment fund management company or the Supervisory bank.

6. Conditions for capital contribution by property: Shareholders are allowed to contribute capital by types of securities listed and registered for trading at the Stock Exchange in accordance with the charter of Individual securities investment company and must ensure:

a) Securities expected to be contributed must comply with the investment objectives and investment policy of the company; not be subject to transfer restriction, suspension, transaction suspension, or listing cancellation; are not being pledged, mortgaged, deposited, frozen or are collateral in other security property transactions as prescribed by law;

b) The capital contribution by securities must be approved by all shareholders and considered as completed after the legal ownership of equity securities has been transferred to Individual securities investment company;

c) The price of contributed securities is determined by the custodian bank on the basis of the end-of-day price at the date of completion of procedures for ownership transfer at Vietnam Securities Depository and Clearing Corporation and according to the charter of Individual securities investment company.

Article 260. Documents for issuance of establishment and operation license of public securities investment company

1. Registration of establishment and operation according to the Form No. 92 in the Appendix enclosed herewith.

2. Report on the result of the offering made according to Form No. 102 in the Appendix enclosed herewith, together with the supervisory bank’s written confirmation on the proceeds of the offering and the number of shares sold.

3. List of shareholders according to Form No. 105 Appendix issued herewith.

4. Minutes of the synthesis of shareholders’ opinions on the appointment of members of the Board of Directors and other opinions attached with personal information, judicial records of members of the Board of Directors (if any).

Article 261. Documents for the establishment and operation license of Individual securities investment company

1. Registration of establishment and operation according to Form No. 92 Appendix issued herewith together with a document authorizing the securities investment fund management company or representative of shareholders to carry out the procedures for company establishment.

2. The company’s charter made according to the form provided by the Ministry of Finance.

3. Asset custody contract with the custodian bank.

4. Minutes of the shareholders’ agreement on the establishment of Individual securities investment company, clearly stating the name of the company, the securities investment fund management company (if any), custodian bank, Supervisory bank (if any), shareholders contribute capital and amount of capital contributed by each shareholder.

5. Confirmation of custodian bank of the size of contributed capital, portfolio of securities to be contributed as capital (if any), clearly stating the quantity, securities code of each shareholder contributing capital in securities, the date of accounting the securities portfolio to the depository account of the securities investment company together with the securities valuation minutes established by the custodian bank.

6. List of shareholders, expected personnel and personal information using Form No. 91, Form No. 105 Appendix attached to this Decree; Certificate of business registration, decision of the competent authority on capital contribution to establish securities investment company for shareholders being organizations; Judicial record of members of the Board of Directors, General Director (Director) is issued within 06 months from the date of submission of the dossier.

7. In case the securities investment company entrusts capital to the securities investment fund management company to manage, additional documents: investment management contract signed with the securities investment fund management company; Supervisory contract signed with the Supervisory bank.

8. In case the securities investment company manages its capital by itself, supplement the head office lease contract, papers on headquarter ownership, the right to use the head office.

Article 262. Conditions for increase or decrease in the charter capital of securities investment company

1. Approved by the General Meeting of Shareholders to reduce capital, offer to increase capital; plan to offer to increase capital or plan to decrease capital.

2. In case of a decrease in charter capital, the company must ensure that its charter capital after the adjustment and the net asset value is not lower than VND 50 billion.

3. In case of increasing charter capital through the issuance of shares to increase share capital from equity capital, issuing shares to pay dividends, the company must have sufficient financial resources from share premium, undistributed net profit in the latest audited or reviewed financial statements.

4. In case of capital increase in the form of offering or issuance, the company must comply with the regulations on the public offering of stocks (for public securities investment company), private offering (for private securities investment companies) and issuing to existing shareholders.

5. There is a maximum of 99 shareholders, in which, institutional shareholders must contribute at least VND 03 billion and individual shareholders must contribute at least VND 1 billion to Individual securities investment company.

Article 263. Documents for adjustment of charter capital of securities investment company

1. An application form according to the Form No. 94 in the Appendix enclosed herewith.

2. The resolution of the General Meeting of Shareholders approves the increase and decrease of the charter capital, the plan of increasing and decreasing capital and the revised company’s charter.

3. List of shareholders after capital adjustment is made according to Form No. 105 in the Appendix enclosed herewith.

4. In case of capital reduction, additional documents: report on the result of the decrease of charter capital together with a written confirmation from the Supervisory bank that the company has completed the payment and payment to shareholders; number of shareholders, number of shares outstanding after capital adjustment.

5. In case of capital increase in the form of offering or issuance, additional documents: report on the result of the offering to raise capital according to Form No. 102 in the Appendix enclosed herewith, together with a confirmation of the blocked capital increase at the supervisory bank; list of new investors (if any);

6. The latest annual financial statements audited meet the provisions of Article 20 of the Law on Securities and the latest financial statements up to the time of submitting the application for charter capital adjustment.

7. Prospectus, company charter (if there is any change).

Article 264. Changes to be approved by the State Securities Commission

1. Securities investment companies must obtain approval from the State Securities Commission before making the following changes:

a) Change of name, change of legal representative;

b) Change of the securities investment fund management company, changing the custodian or Supervisory bank;

c) Change of head office in case of Individual securities investment company that manages capital by itself;

d) Change of operation time.

2. Competent state management agencies gives regulations defined in Clause 1 of this Article including:

a) Application made according to the Form No. 94 in the Appendix enclosed herewith;

b) Resolution of the General Meeting of Shareholders approving the changes in Clause 1 of this Article and the amended company charter;

c) Revised company charter;

d) In case of change of legal representative, additional documents: a copy of personal information using the Form No. 91 of the Appendix enclosed herewith, and a judicial record card issued within 6 months before the date of filing the new legal representative’s dossier;

dd) In case of change of the securities investment fund management company or the custodian bank, additional documents: written commitment of the securities investment fund management company on the handover of rights and obligations to the securities investment fund management company, the custodian bank, replacement supervision;

e) In case of extension of operation period, additional documents: Custody and supervision contract signed with the custodian and supervisory bank on adjusting the operating time of the company;

g) In case of change of head office, additional documents: office lease contract, papers on headquarter ownership, right to use the office.

Article 265. Conditions for consolidation or merger of securities investment companies

1. There are plans, contracts for consolidation, merger approved by the General Meeting of Shareholders of companies participating in consolidation or merger.

2. The company formed after the consolidation or merger satisfies the conditions specified in Article 259 of this Decree.

Article 266. Request document for approval of consolidation or merger of securities investment company

1. Application form according to the Form No. 94 in the Appendix enclosed herewith.

2. Minutes and resolutions of the General Meeting of Shareholders of related companies approving the plan of consolidation, merger and consolidation or merger contract.

3. Plan for consolidation or merger made according to the Form No. 95 in the Appendix enclosed herewith.

4. Contract for consolidation or merger according to Form No. 96 Appendix issued herewith.

5. Custody and supervision contract of the company after consolidation or merger.

6. Company charter of consolidation or merger.

7. List of shareholders and personnel of the company after the consolidation or merger is made according to the Form No. 105 in the Appendix enclosed herewith.

8. Assessment reports of custodian banks, custodian banks on the principles of net asset valuation, stock swap ratio, cash settlement ratio (if any) and other relevant contents.

9. A list of creditors requesting repayment of the loan and the amount payable to the creditor; list of shareholders requesting stock repurchase, the number of shares to be repurchased, and the value payable.

10. Official dispatch of the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation on approving the delisting, cancellation of registration, and depository of shares of the consolidated or merged company (if any).

11. Originals of the incorporation and operating licenses of the consolidated or merged securities investment companies.

12. Other documents proving the satisfaction of the conditions specified in Article 261 of this Decree.

Article 267. Order and procedures for issuance and adjustment of the License for establishment and operation of securities investment company

1. In case of establishment of public securities investment company, the order for implementation is as follows:

a) The securities investment fund management company shall send the application file for registration of the public offering of shares of the securities investment company to the State Securities Commission;

b) Within 30 days from the date of receipt of complete and valid dossiers on registration of public offering of securities of securities investment companies, the State Securities Commission issues the Certificate of Public Offering; In case of refusal, it must reply in writing, clearly stating the reason;

c) Within 10 days from the end of the public offering of shares of securities investment company, the securities investment fund management company must report on the result of the offering, and at the same time send the application file for the license of establishment and operation of the securities investment company to the State Securities Commission.

2. In case of establishment of Individual securities investment company, after completing material, technical facilities, human resources and blocking capital at a custodian bank, securities investment fund management company or representative of shareholders shall send dossiers of application for License of establishment and operation of securities investment company to the State Securities Commission.

3. Within 30 days from the date of receipt of complete and valid dossiers on the establishment of the securities investment company (public or private), the State Securities Commission grants establishment and operation licenses to securities investment companies; In case of refusal, to reply in writing, clearly stating the reason.

4. Securities investment fund management companies must complete the stock listing documents of the public securities investment companies on the Stock Exchange within 30 days from the effective date of the Establishment and Operation License for the public securities investment company.

5. In case of increase or decrease of charter capital, the order of implementation is as follows:

a) At least 30 days before the meeting date of the General Meeting of Shareholders approving the offering plan to increase the company’s charter capital, the securities investment company shall send the offering plan to the State Securities Commission. Within 15 days from the date of receipt of the offering plan, the State Securities Commission shall issue a written approval for the offering to increase the company’s charter capital; In case of refusal, it must reply in writing, clearly stating the reason;

b) Securities investment companies carry out procedures for public offering of stocks (for public securities investment companies) and private stock offering (for private securities investment companies) in accordance with the law on securities and the law on enterprises;

c) Within 10 days from the end of the offering to increase capital, the company shall send Report on the result of the offering and request for adjustment of charter capital to the State Securities Commission. Within 15 days from the date of receipt of complete and valid dossiers, the State Securities Commission shall adjust the License for establishment and operation for the company; In case of refusal, it must reply in writing, clearly stating the reason.

6. For the changes specified in Article 264 of this Decree, the order is as follows:

a) Within 05 working days from the day on which the General Meeting of Shareholders approves changes, the securities investment company sends a dossier of request for approval of changes to the State Securities Commission;

b) Within 15 days from the date of receipt of complete and valid dossiers on the above changes, the State Securities Commission shall adjust the License for establishment and operation for the securities investment company; In case of refusal, it must reply in writing, clearly stating the reason.

7. For consolidation or merger, the procedure is as follows:

a) Within 30 days from the date the General Meeting of Shareholders of the securities investment company finally approves the consolidation, merger, securities investment company sends dossiers of request for approval of consolidation or merger to the State Securities Commission;

b) Within 30 days from the date of receipt of complete and valid dossier, the State Securities Commission shall issue a decision approving the consolidation or merger; In case of refusal, it must reply in writing, clearly stating the reason;

c) Securities investment company performs the consolidation or merger in accordance with the Law on Securities and the Law on Enterprises. In case the consolidation or merger is combined with the private offering of shares or the public offering of shares, the securities investment company must comply with the relevant provisions of the offering;

d) Within 30 days from the date of consolidation or merger, the securities investment company must report the results of the consolidation or merger together with the supervisory bank’s certification of the total assets, total liabilities, net asset value at the date of consolidation, merger, conversion rate, cash ratio (if any);

dd) Within 10 days from the date of receipt of a complete report on results of consolidation or merger, the State Securities Commission re-issues, adjusts the License of establishment and operation for securities investment companies formed after consolidation or merger; In case of refusal, to reply in writing, clearly stating the reason.

Article 268. Dossier and order for dissolution of securities investment company

1. Securities investment company shall be dissolved under one of the cases specified in Clause 1, Article 104 and Clause 1, Article 114 of the Law on Securities.

2. Within 3 months prior to the date of dissolution under the provisions of Points a and b, Clause 1, Article 104 of the Law on Securities or within 30 days from the date the securities investment company falls into the case of dissolution as prescribed at Points c, d, dd and e, Clause 1, Article 104 of the Law on Securities, the Board of Directors of securities investment company must convene the General Meeting of Shareholders of securities investment company to approve the dissolution plan of the securities investment company.

3. Within 15 days after the General Meeting of Shareholders of the company approves the dissolution plan, the Board of Directors of the securities investment company must send the dissolution request file to the State Securities Commission. Records shall include:

a) Written request for dissolution using the Form No. 97 in the Appendix enclosed herewith;

b) Minutes of meetings, resolutions of the General Meeting of Shareholders approving the dissolution of the securities investment company, the dissolution plan of the securities investment company;

c) Plan for dissolution of the securities investment company according to Form No. 95 of the Appendix enclosed herewith;

d) Written commitment of the securities investment fund management company (if any), custodian bank, Supervisory bank (if any) on the responsibility of completing the asset liquidation procedures to dissolve the securities investment company.

4. Within 15 days from the date of receipt of complete and valid dossiers, the State Securities Commission shall notify the receipt of the dissolution plan of the securities investment company; In case of refusal, to reply in writing, clearly stating the reason.

5. Securities investment company shall carry out dissolution procedures in accordance with the Enterprise Law.

6. Within 05 working days from the date of completion of the dissolution of the securities investment company, the Board of Directors must report to the State Securities Commission on the dissolution results of the securities investment fund. Report on the dissolution result of securities investment company includes:

a) Report on the dissolution result using the Form No. 98 of the Appendix enclosed herewith certified by the securities investment fund management company, custodian bank, supervisory bank (if any), auditing organization, Board of Directors of securities investment company on liquidation of company assets, distribution of company assets to shareholders according to the plan approved by the General Meeting of Shareholders; total value of assets earned after liquidation; total liabilities payable, including financial obligations to the state and the remaining assets to be distributed to shareholders. The report must include a list of creditors and the amount of debts paid, including tax debts;

b) The original license for the establishment and operation of the securities investment company;

c) Report on appraisal of asset liquidation results of the auditing organization appointed by the General Meeting of Shareholders, the Board of Directors of the securities investment company (if any);

d) Documents of the custodian bank, the Supervisory bank (if any) and the securities investment fund management company (if any) detailing the payment, the portfolio of assets distributed to each shareholder together with the shareholders’ confirmation that they have fully received money and assets according to the dissolution plan approved by the General Meeting of Shareholders or the Vietnam Securities Depository and Clearing Corporation has complete the allocation and registration of securities to shareholders at the request of the securities investment fund management company, custodian bank, supervisory bank (if any) and shareholders; certification of the shareholder book management organization, the issuing organization or the enterprise receiving investment capital of the securities investment fund management company of the completion of the transfer of the ownership of shares and capital contributions for each Shareholder of securities investment companies at the request of securities investment fund management companies.

7. Within 15 days from the date of receipt of complete set of reports on the dissolution results of the company, the State Securities Commission shall issue a decision to revoke the License for establishment and operation of the securities investment company.

Chapter VIII. CORPORATE GOVERNANCE FOR PUBLIC COMPANIES

Section 1. GENERAL REGULATIONS

Article 269. Principles of applying the corporate governance law to public company as credit institution

In case the provisions on corporate governance in this Decree are different from the law on credit institutions, the provisions of the law on credit institutions shall prevail.

Article 270. Company charter and Internal regulations on corporate governance

1. The company’s charter is passed by the General Meeting of Shareholders and must not be contrary to the Law on Enterprises, the Law on Securities, the provisions of this Decree and relevant legal documents.

2. Internal regulations on corporate governance are developed by the Board of Directors and submitted to the General Meeting of Shareholders for approval. Internal regulations on corporate governance must not be contrary to the provisions of law and the company’s charter.

3. The Minister of Finance guides the sample Charter and the Internal Regulations on Corporate Governance for public companies to refer to and build the company’s charter and the internal regulations on corporate governance.

Section 2. SHAREHOLDERS AND SHAREHOLDERS’ GENERAL MEETING

Article 271. Rights and obligations of shareholders

1. Shareholders of public companies shall have rights and obligations prescribed in Clause 1, Article 41 and Article 127 of the Law on Securities, Articles 115, 116, 117, 118 and 119 of the Law on Enterprises, the company charter and relevant law.

2. In case the company has preference shares, rights and obligations related to preference shares must be defined in the company charter.

Article 272. Competence of the Shareholders’ General Meeting

1. The Shareholders’ General Meeting has the competence prescribed in the Law on Enterprises.

2. The contents approved in the resolutions of the previous Shareholders’ General Meeting have not been implemented, the Board of Directors must report to the Shareholders’ General Meeting at the nearest annual meeting session. In case there is any change to the contents within the deciding competence of the Shareholders’ General Meeting, the Board of Directors must submit it to the Shareholders’ General Meeting at its nearest meeting for approval before implementation.

Article 273. Meetings of the Shareholders’ General Meeting

1. The Board of Directors, Supervisory Board, convener of the Shareholders’ General Meeting shall fully comply with order and procedures for convening of the Shareholders’ General Meeting in accordance with the Law on Enterprises, the company charter and internal regulation on company governance. Public companies shall disclose information about preparation of the list of shareholders entitled to attend the Shareholders’ General Meeting at least 20 days before the last registration date. The authorization for representatives to attend the Shareholders’ General Meeting shall comply with Clause 2, Article 144 of the Law on Enterprises.

2. The Board of Directors, Supervisory Board, convener of the Shareholders’ General Meeting shall arrange agenda, arrange reasonable venue and time for shareholders to attend, discuss and vote on each issue in the agenda of the Shareholders’ General Meeting in accordance with Clause 5 Article 140 of the Law on Enterprises.

3. In the internal regulation on company governance, the public companies shall stipulate the application of modern information technology so that shareholders may attend and express their opinions at the Shareholders’ General Meeting in the form of video conferencing, electronic voting or another electronic form as prescribed in Article 144 of the Law on Enterprises and the company charter.

4. The Shareholders’ General Meeting of a public company shall meet once a year in accordance with the Law on Enterprises. Members of the Board of Directors and members of the Supervisory Board must attend the annual meeting of Shareholders’ General Meeting to answer questions of shareholders at the meeting (if any); they must report in writing to the Board of Directors and the Supervisory Board if they cannot attend due to force majeure circumstances. If the company’s annual financial statement and audit report contain material exceptions, contradictory opinions or disclaimers, the public company must invite the representative of the audit firm approved for implementing audit of the financial statements of the company to attend the annual meeting of Shareholders’ General Meeting and the representative of such approved audit firm is responsible for attending the annual meeting of the Shareholders’ General Meeting of the public company.

5. To comply with the other regulations of law and the company charter.

Section 3. MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD OF DIRECTORS

Article 274. Self-nomination and nomination for election of members of the Board of Directors

1. When the candidates for a Board of Directors have been identified, the information related to them must be published at least 10 days before the opening day of the meeting of the Shareholders’ General Meeting on the website of the company so that shareholders can find out information about the candidates before voting. The candidates of Board of Directors must have written commitments to the truthfulness and accuracy of their disclosed personal information and must commit to perform the tasks honestly, carefully and in the best interests of the company if they are elected as members of the Board of Directors. Information related to the candidates for members of the Board of Directors to be disclosed includes:

a) Full name, date of birth;

b) Professional qualifications;

c) Working process;

d) Other managerial titles (including titles in the Board of Directors of other company);

dd) Interests related to the company and the company’s relevant parties;

e) Other information (if any) according to the company charter.

The public company shall take responsibilities for disclosing information about companies in which a candidate is holding the title of a member of their Board of Directors, other managerial titles and interests related to the company of the candidate for member of the Board of Directors (if any).

2. A shareholder or a group of shareholders holding at least 10% of total ordinary shares, or a smaller holding rate specified in the company charter, may nominate candidates to the Board of Directors according to the Law on Enterprises and the company charter.

3. In case the number of nominated and self-nominated candidates for members of the Board of Directors is smaller than that required under Clause 5, Article 115 of the Law on Enterprises, the incumbent Board of Directors may additionally recommend candidates or organize nomination under the charter of the company and its internal regulation on corporate governance. The Board of Directors’ additional recommendation of candidates must be clearly disclosed before the Shareholders’ General Meeting votes to elect members of the Board of Directors according to law regulations.

Article 275. Status of member of the Board of Directors

1. A member of the Board of Directors must meet the criteria and conditions as prescribed in Clauses 1 and 2, Article 155 of the Law on Enterprises and the company charter.

2. The chairperson of the Boards of Directors may not concurrently be the Chief Executive Officer of a public company.

3. A member of the Board of Directors of a public company may concurrently be a member of Boards of Directors of 05 other companies at the maximum.

Article 276. Composition of the Board of Directors

1. The Board of Directors of a public company has between 3 and 11 members.

2. The structure of the Board of Directors of a public company must ensure that at least one third of the number of members of the Board of Directors are non-executive members.

3. If an unlisted public company operates under the model specified in Point b, Clause 1, Article 134 of the Law on Enterprises, at least 1/5 of members of the Board of Directors must be independent members.  If the Board of Directors of such company has fewer than 5 members, one of them must be the independent member.

4. The Board of Directors of a listed company must have:

a) At least 01 independent member if it has between 03 and 05 members;

b) At least 02 independent members if it has between 06 and 08 members;

c) At least 03 independent members if it has between 09 and 11 members.

Article 277. Rights and obligations of members of the Board of Directors

1. Members of the Board of Directors have full rights in accordance with the Law on Securities, relevant laws and the company charter, including the right to be provided with information and documents about financial status and business operation of the company and different units of the company.

2. In addition to the obligations specified in the company charter, each member of the Board of Directors must:

a) Perform duties honestly and carefully in the best interests of shareholders and the company;

b) Participate in all the meetings of the Board of Directors and give opinions about the discussed issues;

c) Report adequately and promptly to the Board of Directors on the remuneration they receive from subsidiaries, affiliated companies and other organizations;

d) Inform the Board of Directors at the nearest meeting the transactions between companies, subsidiaries and companies with over 50% or more of charter capital controlled by a public company and such member or his/her related parties; transactions between companies and companies in which members of the Board of Directors are founding members or enterprise managers within the latest 03 years prior to the transaction time;

dd) Disclose information when trading shares of the company in accordance with the law.

3. Independent members of the Board of Directors of a listed company shall make reports on evaluation of the activities of the Board of Directors.

Article 278. Responsibilities and obligations of the Board of Directors

The Board of Directors must fully comply with the responsibilities and obligations prescribed by the Law on Enterprises, the company charter and the following responsibilities and obligations:

1. To take responsibilities before the shareholders for the company’s operations.

2. To treat all shareholders equally and to respect the interests of people with interests related to the company.

3. To ensure that the company’s operations comply with the law, the company charter and internal regulations of the company.

4. To develop the operation regulation of the Board of Directors and submit it to the Shareholders’ General Meeting for approval and publish it on the company’s website. The Minister of Finance shall guide the sample operation regulation of the Board of Directors for the public company to refer to and build the operation regulation of its Board of Directors.

5. To supervise and prevent conflict of interests of members of the Board of Directors, members of the Supervisory Board, Chief Executive Officers and other managers, including misuse of company assets and abuse of transactions with related parties.

6. To develop internal regulations on company governance and submit it to the Shareholders’ General Meeting for approval in accordance with Article 270 of this Decree.

7. To appoint a person in charge of company governance.

8. To organize training courses on company governance and necessary skills for members of the Board of Directors, Chief Executive Officers and other managers of the company.

9. To report on activities of the Board of Directors at the Shareholders’ General Meeting according to Article 280 of this Decree.

Article 279. Meetings of the Board of Directors

1. Meetings of the Board of Directors shall comply with Article 157 of the Law on Enterprises and Point c, Clause 3, Article 41 of the Law on Securities.

2. Minutes of the meeting of the Board of Directors must be made in detail and clearly, including full name, signatures of the chairman and minutes recorder. In case the meeting chairperson and minutes recorder refuse to sign the minutes, to comply with Clause 2, Article 158 of the Law on Enterprises. The content approved by the majority of the attending members in the meeting minutes of the Board of Directors must be made into a resolution for approval. Meeting minutes of the Board of Directors must be kept according to the law and the company charter.

Article 280. Report on activities of the Board of Directors at the annual meeting of the Shareholders’ General Meeting

Report on activities of the Board of Directors shall be submit to the Shareholders’ General Meeting according to Point c, Clause 3, Article 139 of the Law on Enterprise, the company charter and must contain the following contents:

1. Remuneration, operation expenses and other benefits of the Board of Directors and each member of the Board of Directors in accordance with Clause 3, Article 163 of the Law on Enterprises and the company charter.

2. A summary of the meetings of the Board of Directors and decisions of the Board of Directors.

3. A report on the transactions between companies, subsidiaries and companies with over 50% or more of charter capital controlled by a public company and members of the Board of Directors or their related parties; transactions between companies and companies in which members of the Board of Directors are founding members or enterprise managers within the latest 03 years prior to the transaction time.

4. Activities of independent members of the Board of Directors and independent members’ evaluation of activities of the Board of Directors (for listed companies).

5. Activities of the Audit Committee under the Board of Directors in case the public company operates under the model specified at Point b, Clause 1, Article 137 of the Law on Enterprises.

6. Activities of other subcommittees under the Board of Directors (if any).

7. Results of monitoring the Chief Executive Officer.

8. Results of monitoring other enterprise executives.

9. Future plans.

Article 281. Persons in charge of company governance

1. The Board of Directors of the public companies must nominate at least 01 person in charge of company governance to support company governance. The person in charge of company governance can concurrently take over the position as the company secretary as specified in Clause 5, Article 152 of the Law on Enterprises.

2. The persons in charge of company governance must not concurrently work for the approved audit firm that is performing audit of the company’s financial statements.

3. The persons in charge of company governance have the following rights and obligations:

a) Advising the Board of Directors on the organization of the meeting of Shareholders’ General Meeting according to regulations and the related work between the company and shareholders;

b) Preparing meetings of the Board of Directors, Supervisory Board and Shareholders’ General Meeting at the request of the Board of Directors or the Supervisory Board;

c) Advising on the procedures of meetings;

d) Participating in meetings;

dd) Advising on procedures for preparation of resolutions of the Board of Directors in accordance with law;

e) Providing financial information, meeting minutes of the Board of Directors and other information for members of the Board of Directors and members of the Supervisory Board;

g) Monitoring and reporting to the Board of Directors on information disclosure of the company;

h) Being the focal point for contact with parties with relevant interests;

i) Ensuring the security of information in accordance with law and the company charter;

k) Other rights and obligations in accordance with law and the company charter.

Section 4. MEMBERS OF THE AUDIT COMMITTEE AND THE AUDIT COMMITTEE

Article 282. Composition of the Audit Committee

1. A public company that is organized, managed and operated under the model specified at Point b, Clause 1, Article 137 of the Law on Enterprises must have an Audit Committee affiliated to the Board of Directors.

2. An Audit Committee must have at least 02 members. The Chairperson of the Audit Committee must be an independent member of the Board of Directors. Other members of the Audit Committee must be non-executive members of the Board of Directors

3. Members of an Audit Committee must have knowledge of accounting and audit, have general knowledge of laws and operations of the company and do not fall into the following cases;

a) Working in the accounting or finance department of the company;

b) Being a member or employee of an audit firm approved to audit the company’s financial statements in the previous consecutive 03 years.

4. The Chairperson of the Audit Committee must possess a university or higher degree in economics, finance, accounting, auditing, law, or business administration, unless a higher criterion is set in the company charter.

5. The appointment of the Chairperson and other members of the Audit Committee must be approved by the Board of Directors at the meeting of the Board of Directors.

Article 283. Rights and obligations of the Audit Committee

In addition to rights and obligations as prescribed in Article 161 of the Law on Enterprises, the company charter, the Audit Committee has the following rights and obligations:

1. Having the right to access documents related to the company’s operations, exchange with other members of the Board of Directors, Chief Executive Officer, Chief Accountant and other managers to collect information to serve activities of the Audit Committee.

2. Having the right to request the representatives of the approved audit firm to attend and answer issues related to the audited financial statements at the meetings of the Audit Committee.

3. Using external legal, accounting consulting services or other when necessary.

4. Developing and submitting to the Board of Directors risk detection and management policies; proposing to the Board of Directors solutions to handle risks arising during the company’s operation.

5. Making a written report and sending it to the Board of Directors when detecting that members of the Board of Directors, Chief Executive Officer and other managers fail to fulfill their responsibilities as prescribed in the Law on Enterprises and the company charter.

6. Developing the operation regulation of the Audit Committee and submitting it to the Board of Directors for approval. The Minister of Finance shall guide the sample operation regulation of the Audit Committee for the public company to refer to and formulate its operation regulation.

7. The auditing Committee must convene the meeting at least 02 times a year. Meeting minutes of the Audit Committee must be made in detail and clearly. The minutes recorder and members of the Audit Committee attending the meeting must sign the meeting minutes. Meeting minutes of the Audit Committee shall be fully kept.

Article 284. Report on activities of independent members of the Board of Directors in the Audit Committee at the annual meeting of the Shareholders’ General Meeting

1. Independent members of the Board of Directors in the Audit Committee shall be responsible for reporting their activities at the annual meeting of the Shareholders’ General Meeting.

2. The report on activities of independent members of the Board of Directors in the Audit Committee at the annual meeting of the Shareholders’ General Meeting must contain the following contents:

a) Remuneration, operation expenses and other benefits of the Audit Committee and each member of the Audit Committee in accordance with the Law on Enterprises and the company charter;

b) The summary of the meetings of the Audit Committee and conclusions and recommendations of the Audit Committee;

c) Results of supervision of the company’s financial statements, operations and finance;

d) A report on evaluation of the transactions between companies, subsidiaries and companies with over 50% or more of charter capital controlled by a public company and members of the Board of Directors, Chief Executive Officer, other executives of the company and their related parties; transactions between companies and companies in which members of the Board of Directors, Chief Executive Officer, other executives of the company are founding members or enterprise managers within the latest 03 years prior to the transaction time;

dd) Results of assessment of the company’s internal control and risk management system;

e) Results of supervision of the Board of Directors, Chief Executive Officer and other executives of the enterprise;

g) Results of assessment of the operation coordination between the Audit Committee and the Board of Directors, Chief Executive Officer and shareholders.

Section 5. MEMBERS OF THE SUPERVISORY BOARD AND THE SUPERVISORY BOARD

Article 285. Self-nomination and nomination for election of members of the Supervisory Board

1. Unless otherwise provided in the company charter, self-nomination and nomination for election of members of the Supervisory Board shall be carried out similarly to those specified in Clauses 1 and 2, Article 274 of this Decree.

2. In case the number of nominated and self-nominated candidates for members of the Supervisory Board is smaller than that required, the incumbent Supervisory Board may additionally recommend candidates or organize nomination under the mechanism in the company charter and its internal regulation on company governance.

Article 286. Members of the Supervisory Board

1. The Supervisory Board has between 03 and 05 members. Members of the Supervisory Board are not required to be the company’s shareholders.

2. Members of the Supervisory Board must meet criteria and conditions specified in Article 169 of the Law on Enterprises, the company charter and do not fall into the following cases:

a) Working in the accounting or finance department of the company;

b) Being a member or employee of an audit firm approved to audit the company’s financial statements in the previous consecutive 03 years.

3. The head of the Supervisory Board must possess a university or higher degree in economics, finance, accounting, auditing, law, or business administration or another discipline relating to the company’s business operations, unless a higher criterion is set in the company charter.

Article 287. Rights and obligations of members of the Supervisory Board

1. Members of the Supervisory Board have rights according to the Law on Enterprises, relevant laws and the company charter, including the right to access information and documents related to the company’s operations. Members of the Board of Directors, Chief Executive Officer and other executives of the enterprise are responsible for timely and fully providing information at the request of the members of the Supervisory Board.

2. Members of the Supervisory Board are responsible for complying with the law, the company charter and professional ethics in exercising their assigned rights and obligations.

Article 288. Rights and obligations of the Supervisory Board

In addition to rights and obligations as prescribed in Article 170 of the Law on Enterprises, the company charter, the Supervisory Board has the following rights and obligations:

1. Proposing the Shareholders’ General Meeting to approve the list of audit firms approved to audit the company’s financial statements; decide the audit firm approved to inspect the company’s operations, dismiss the approved auditor when necessary.

2. Taking responsibilities before the shareholders for its supervision.

3. Supervising the financial situation of the company, compliance with the law in the activities of members of the Board of Directors, Chief Executive Officer, other managers.

4. Ensuring operation coordination with the Board of Directors, Chief Executive Officer and shareholders.

5. In case of detecting a violation of law or of the company charter of a member of the Board of Directors, Chief Executive Officer or another executive of the enterprise, the Supervisory Board must notify in writing to the Board of Directors within 48 hours, request violators to stop the violation and take remedial measures.

6. Developing the operation regulation of the Supervisory Board and submitting it to the Shareholders’ General Meeting for approval. The Minister of Finance shall guide the sample operation regulation of the Supervisory Board for the public company to refer to and formulate its operation regulation.

7. Reporting at the Shareholders’ General Meeting according to Article 290 of this Decree.

Article 289. Meeting of the Supervisory Board

1. The Supervisory Board must convene the meeting at least twice a year, the number of members attending the meeting is at least two-thirds (2/3) of the members of the Supervisory Board. Meeting minutes of the Supervisory Board must be made in detail and clearly. The minutes recorder and members of the Supervisory Board attending the meeting must sign the meeting minutes. Meeting minutes of the Supervisory Board must be kept to determine the responsibilities of each member of the Supervisory Board.

2. The Supervisory Board has the right to request members of the Board of Directors, Chief Executive Officer and representatives of the approved audit firm to attend the meeting and answer issues that need to be clarified.

Article 290. Report on activities of the Supervisory Board at the annual meeting of the Shareholders’ General Meeting

In case a public company operates under the model specified at Point a, Clause 1, Article 137 of the Law on Enterprises, the report on activities of the Supervisory Board shall be submitted to the Shareholders’ General Meeting at the annual meeting in accordance with Points d and dd, Clause 3, Article 139 of the Law on Enterprises and must contain the following contents:

1. Remuneration, operation expenses and other benefits of the Supervisory Board and each member of the Supervisory Board in accordance with the Law on Enterprises and the company charter;

2. The summary of the meetings of the Supervisory Board and conclusions and recommendations of the Supervisory Board;

3. Results of monitoring the company’s finance and operation.

4. A report on evaluation of the transactions between companies, subsidiaries and companies with over 50% or more of charter capital controlled by a public company and members of the Board of Directors, Chief Executive Officer, other executives of the company and their related parties; transactions between companies and companies in which members of the Board of Directors, Chief Executive Officer, other executives of the company are founding members or enterprise managers within the latest 03 years prior to the transaction time.

5. Results of supervision of the Board of Directors, Chief Executive Officer and other executives of the enterprise.

6. Results of assessment of the operation coordination between the Supervisory Board and the Board of Directors, Chief Executive Officer and shareholders.

Section 6. PREVENTION OF CONFLICT OF INTERESTS

Article 291. Responsibility to be honest and avoid conflicts of interests of an enterprise manager

1. Members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer and other managers must disclose the related interests according to Law on Enterprises and relevant legal documents.

2. Members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer, other managers and their related parties must only take advantage of the information obtained by the influence of their own positions for the benefit of the public company.

3. Members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer and other managers shall notify in writing the Board of Directors, the Supervisory Board of transactions between companies, subsidiaries and companies with over 50% or more of charter capital controlled by a public company and such persons or their related parties according to the law. For the above transactions approved by the Shareholders’ General Meeting or the Board of Directors, the public company must disclose information on these resolutions on approval in accordance with the securities law on information disclosure.

4. Members of the Board of Directors are not allowed to vote on the transactions that are beneficial for themselves or their related parties according to the Law on Enterprises and the company charter.

5. Members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer, other managers and their related parties must not use or disclose internal information to others to carry out related transactions.

Article 292. Transactions with the related parties

1. When conducting transactions with the related parties, a public company must sign the written contracts equally and voluntarily.

2. A public company must implement the necessary measures to prevent shareholders and the related parties from carrying out transactions resulting in loss of capital, assets or other resources of the company.

Article 293. Transactions with shareholders, enterprise managers and their related parties

1. A public company must not provide its shareholders that are individuals and the related parties that are individuals with loans or guarantee, unless the company is a credit institution.

2. A public company must not provide its shareholders that are organizations and their related parties that are individuals with loans or guarantee, unless

a) The public company is a credit institution;

b) The shareholder is a subsidiary whose share or contributed capital amounts are not held by the State and has contributed capital or purchased the shares of the public company before July 01, 2015.

3. A public company must not provide related parties of shareholders that are organizations with loans or guarantee, unless

a) The public company is a credit institution;

b) The public company and its shareholders’ related parties are subsidiaries in the same company or companies operating under a group of companies including parent companies – subsidiaries, economic groups; and the transaction must be approved by the Shareholders’ General Meeting or the Board of Directors in accordance with the company charter;

c) Otherwise specified by the law.

4. A public company must not make the following transactions unless they are approved by the Shareholders’ General Meeting:

a) Grant of loans or guarantees to members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer, other managers not being the shareholders and the individuals and organizations related to them;

In case the public company and organizations related to members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer or other managers are companies in the same group or companies operating in a group of companies including parent companies – subsidiaries, economic groups, grant of loans or guarantees to such organizations shall be approved by the Shareholders’ General Meeting or the Board of Directors in accordance with the company charter;

b) A transaction with a value of 35% or more or a transaction resulting in a total transaction value (that has arisen within 12 months from the date of making the first transaction) of 35% or more of the total asset value recorded in the latest financial statement or a smaller percentage or value as prescribed in the company charter between the public company and one of the following subjects:

– Members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer, other managers and their related parties;

– Shareholders, authorized representatives of shareholders owning more than 10% of the common shares of the company and their related parties;

– Enterprises related to the subjects specified in Clause 2 Article 164 of the Law on Enterprises;

c) Contracts, transactions of loan or sale of assets with a value of more than 10% of the total value of assets recorded in the latest financial statement between the company and a shareholder owning at least 51% of the total number of voting shares or a related parties of such shareholder.

5. The Board of Directors shall approve the contracts and transactions specified at Point c, Clause 4 of this Article with a value less than 35% of the total value of assets recorded in the latest financial statement or a smaller percentage or value specified in the company charter.

Article 294. Ensuring the legal rights of the persons with the interests related to the company

1. Public companies must take responsibility to the community and to the persons with the interests related to the company in accordance with the prevailing law and the company charter.

2. Public companies must comply with the laws on labor, environment and society.

Section 7. REPORTING AND INFORMATION DISCLOSURE

Article 295. Information disclosure obligations

1. A public company must disclose fully, accurately and promptly periodic and unusual information in accordance with the securities law on information disclosure to shareholders and investors. A public company must disclose fully, accurately and promptly the information influencing share price and decisions made by shareholders and investors.

2. Methods of information disclosure must be in compliance with law and the company charter in order that shareholders and investors may fairly access the information. Language used to publish information should be clear, comprehensible, avoiding misunderstanding of shareholders and investors.

Article 296. Reporting and information disclosure on model of management organization and operations of the company

A public company must report to the State Securities Commission, the Stock Exchange and disclose the information on change of model of management organization and operations of the company within 24 hours after the Shareholders’ General Meeting issues a decision on this change.

Article 297. Reporting and disclosure of information on company governance

1. A public company must report on company governance at the annual meeting of the Shareholders’ General Meeting and disclose information in the company’s annual report in compliance with the securities law on information disclosure.

2. A public company must report and disclose information on company governance every 06 months in compliance with the securities law on information disclosure.

Article 298. Disclosure of information on income of members of the Board of Directors, Chief Executive Officers

The remuneration of each member of the Board of Directors and the salary of the Chief Executive Officer and another manager must be shown in a separate item in the annual financial statements of the company and must be reported to the Shareholders’ General Meeting at the annual meeting.

Article 299. Responsibility for reporting and information disclosure of members of the Board of Directors, members of the Supervisory Board, Chief Executive Officers

In addition to responsibilities specified in Article 291 of this Decree, members of the Board of Directors, members of the Supervisory Board, Chief Executive Officers are responsible for reporting to the Board of Directors and the Supervisory Board on:

1. Transactions between companies and companies in which such persons are founding members or enterprise managers within the latest 03 years prior to the transaction time.

2. Transactions between companies and companies in which the related parties of the above subjects are members of the Board of Directors, Chief Executive Officers or major shareholders.

Article 300. Organization of information disclosure

1. Public companies must develop and issue regulations on information disclosure in accordance with the Law on Securities and its guiding documents.

2. The at-law representative or the person authorized to disclose information of a public company shall be responsible for:

a) Disclosing the company’s information publicly in compliance with law and the company charter;

b) Publicizing his or her names and phone numbers for shareholders to contact

Chapter IX. MEASURES TO ENSURE SECURITY AND SAFETY OF THE SECURITIES MARKET

Section 1. APPLICATION OF MEASURES TO ENSURE SECURITY AND SAFETY OF THE SECURITIES MARKET IN MANAGEMENT AND SUPERVISION OF THE SECURITIES MARKET

Article 301. Supervising security and safety of the securities market

1. Supervising security and safety of the securities market means the collection and analysis of information in order to identify systemic risks that threaten the security and safety of the securities market to offer plans and measures to ensure security and safety of the securities market.

2. Systemic risks are the following situations or when there is an indication showing that the following situations may occur:

a) A large-scale securities company or securities investment fund management company or a number of securities companies or securities investment fund management companies cease to operate or dissolve or go bankrupt;

b) When there is a prohibited act in securities and securities market activities that seriously affects the operation of the market or when there are significant fluctuations of one or more of the following factors on the whole market: total market capitalization, total value of transactions/session, total value of foreign indirect investment capital on the securities market, total value of lending for margin transaction at securities companies, total value of investment entrustment portfolios in securities investment fund management companies;

c) There is an event that negatively affects the stable, orderly and smooth operation of the securities market or seriously affects the legitimate rights and interests of organizations and individuals on the whole market.

3. The State Securities Commission shall assume the prime responsibility for, and coordinate with the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation in, regularly supervising security and safety of the securities market, developing a mechanism to coordinate in supervising security and safety of the securities market; assume the prime responsibility for, and coordinate with the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation, members of the Stock Exchange, members of the Vietnam Securities Depository and Clearing Corporation in, organizing the rehearsal to implement plans to respond and overcome systemic risks in case of necessary.

4. The Stock Exchange and its members shall supervise security and safety of the securities trading market. The Vietnam Securities Depository and Clearing Corporation and its members shall supervise security and safety of the securities registration, depository, clearing and payment system. The Stock Exchange and the Vietnam Securities Depository and Clearing Corporation shall report to the State Securities Commission on supervision of security and safety of the securities market annually or at the request of the State Securities Commission or in case of detecting systemic risks related to their operations, including plans to systemic risk response and remediation.

5. Based on the results of supervision of security and safety of the securities market, on an annual basis, the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation shall organize the rehearsal of plans to respond and overcome systemic risks related to their operations and supervise their members’ rehearsal. Members of the Stock Exchange, members of the Vietnam Securities Depository and Clearing Corporation, payment banks shall coordinate with the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation in develop, implement and rehearse plans to respond and overcome systemic risks. The Stock Exchange and the Vietnam Securities Depository and Clearing Corporation, and their members, payment banks shall report to the State Securities Commission and disclose the results of rehearsal on their website within 10 days after the completion of rehearsal.

6. The State Bank of Vietnam, the Ministry of Public Security, relevant ministries, ministerial-level agencies, other agencies and organizations within the scope of their functions, tasks and powers shall cooperate with the Ministry of Finance, the State Securities Commission in supervising security and safety of the securities market, promulgating according to its competence or submitting to competent authorities for promulgation, organizing the implementation of, plans, solutions and measures to respond, overcome and deal with impacts from financial crisis, economic crisis or major economic fluctuations at a national, regional and international scale that affect the stability, safety and integrity of securities market.

Article 302. Responding to and addressing incidents, events and developments that affect the safety, stability and integrity of the securities market

1. Activities for responding to and addressing incidents, events and developments that affect the safety, stability and integrity of the securities market include:

a) Detecting, determining incidents, events and developments of the securities market that affect the safety, stability and integrity of the securities market;

b) Verifying, analyzing, evaluating and classifying incidents, events and developments of the securities market;

c) Taking measures to limit the scope of influence and the damage caused by incidents;

d) Implementing plans to respond to and address incidents, events and developments of the securities market according to levels of influence: whole market or whole activity, the majority of market or majority of activity, part of market or part of activity;

dd) Verifying the cause, handling or reporting to a competent agency or person for handling in accordance with law.

2. Responsibilities of the State Securities Commission:

a) To coordinate with the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation, securities companies, securities investment fund management companies in implementing activities for responding to and addressing incidents, events and developments that affect part of or the whole of the securities trading market or activities on the securities market;

b) In case of a major fluctuation affecting the security and safety of the securities market, the State Securities Commission shall promptly report to the Ministry of Finance, concurrently report to the Government and the Prime Minister on the market situation and solutions to stabilize the market and ensure financial security and safety.

3. For activities for responding to and addressing incidents, events and developments that affect the safety, stability and integrity of the securities market, the State Securities Commission may take the following measures:

a) Requesting the Stock Exchange to suspend or terminate transactions in one or more than one type of listed securities or securities registered for trading in the securities trading systems;

b) Suspending or terminating part or the whole of trading activities of the Stock Exchange on the underlying securities market, the derivatives market or resuming such activities;

c) Suspending or terminating part or the whole of securities registration, depository, clearing and payment activities of the Vietnam Securities Depository and Clearing Corporation or resuming such activities;

d) Requesting the Stock Exchange to implement change of trading opening hours, reduction of price fluctuation limit, circuit breaker for continuous order matching transactions or other technical measures;

dd) Taking measures to control, restrict or prohibit the performance of one or several activities related to securities and securities market for a definite time as prescribed by law;

e) Other necessary measures after they are approved by the Minister of Finance.

4. The Stock Exchange, the Vietnam Securities Depository and Clearing Corporation shall be responsible for implementing activities for responding to and addressing incidents, events and developments that affect the safety, stability and integrity of the securities market or affect the safety, stability of the securities registration, depository, clearing and payment system. Payment banks shall implement activities for responding to and addressing incidents, events and developments that affect securities transaction payment.

5. Securities companies and securities investment fund management companies shall implement activities for responding to and addressing incidents, events and developments that affect the safety, stability and integrity of the securities market within the scope of their operations.

6. The Stock Exchange, the Vietnam Securities Depository and Clearing Corporation, payment banks, securities companies and securities investment fund management companies shall promptly report to the State Securities Commission within 24 hours after an incident, event or development that affects the safety, stability and integrity of the securities market and is related to their operations occurs and the plan to respond to and address such incident, event or development; report regularly or at the request of the State Securities Commission on the implementation process and results of the implementation of response and remedy plans.

Article 303. Suspending or terminating transactions in one or more than one type of listed securities or securities registered for trading in the securities trading systems

1. The Stock Exchange shall implement the suspension or termination of transactions in one or more than one type of listed securities or securities registered for trading in the securities trading systems according to Point d, Clause 1, Article 46 of the Law on Securities and at the request of the State Securities Commission. The Stock Exchange shall report to the State Securities Commission within 24 hours after applying this measure.

2. The Stock Exchange shall define in detail in its regulations the implementation of the measure of suspending or terminating transactions in one or more than one type of listed securities or securities registered for trading in the securities trading systems.

3. The Stock Exchange must disclose information on its website within 24 hours when applying or canceling the application of the measure of suspension or suspension of transactions in one or more than one type of listed securities or securities registered for trading in the securities trading systems as prescribed in Clause 1 of this Article.

Article 304. Suspending or terminating part or the whole of trading activities of the Stock Exchange or resuming such activities

1. The State Securities Commission shall issue a decision on suspension or termination of part or the whole of trading activities of the Stock Exchange for cases prescribed in Clause 1, Article 49 of the Law on Securities, or resume part or the whole of such trading activities of the Stock Exchange in accordance with Clause 2, Article 49 of the Law on Securities after having the approval of the Minister of Finance, the Prime Minister.

2. The duration of suspension or termination of part or the whole of trading activities of the Stock Exchange must not exceed 05 working days. in case of necessary, the State Securities Commission shall report to the Minister of Finance to consider extending the duration of suspension or termination of part or the whole of trading activities of the Stock Exchange, the extended duration for each time must not exceed 05 working days.

3. Within 24 hours after the decision on suspension or termination of part or the whole of trading activities of the Stock Exchange or resumption of such activities is disclosed on the website of the State Securities Commission, the Stock Exchange must implement partial or complete closure or resumption of trading operations of the securities trading market, including the underlying securities market and the derivatives market, and disclose such information on the website of the Stock Exchange.

Article 305. Suspending or terminating part or the whole of securities registration, depository, clearing and payment activities of the Vietnam Securities Depository and Clearing Corporation or resuming such activities

1. The State Securities Commission shall issue a decision on suspension or termination of part or the whole of securities registration, depository, clearing and payment of the Vietnam Securities Depository and Clearing Corporation for cases prescribed in Clause 1, Article 68 of the Law on Securities, or resumption of part or the whole of such securities registration, depository, clearing and payment of the Vietnam Securities Depository and Clearing Corporation in accordance with Clause 2, Article 68 of the Law on Securities after having the approval of the Minister of Finance, the Prime Minister.

2. Duration of suspension or termination of part or the whole of securities registration, depository, clearing and payment of the Vietnam Securities Depository and Clearing Corporation must not exceed 05 working days. In case of necessary, the State Securities Commission shall report to the Minister of Finance to consider extending the duration of suspension or termination of part or the whole of securities registration, depository, clearing and payment of the Vietnam Securities Depository and Clearing Corporation, the extended duration for each time must not exceed 05 working days.

3. Within 24 hours after the decision on suspension or termination of part or the whole of securities registration, depository, clearing and payment activities of the Vietnam Securities Depository and Clearing Corporation or resumption of such activities is disclosed on the website of the State Securities Commission, the Vietnam Securities Depository and Clearing Corporation must implement partial or complete suspension or resumption of securities registration, depository, clearing and payment and disclose such information on the website of the Vietnam Securities Depository and Clearing Corporation.

Section 2. APPLICATION OF MEASURES TO ENSURE SECURITY AND SAFETY OF THE SECURITIES MARKET IN PREVENTING AND HANDLING VIOLATIONS OF THE LAW ON SECURITIES AND SECURITIES MARKET

Article 306. Measures to prevent and handle violations of the law on securities and securities market

1. Measures specified at Points e and g, Clause 2, Article 7 of the Law on Securities, hereinafter referred to as preventive measures.

2. Measures of banning persons from holding posts in securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies or fund management companies, or securities investment companies for a definite term or for good as prescribed at Point e, Clause 1, Article 7 of the Law on Securities are applicable to the positions of Chairperson of the Board of Directors or Chairperson of the Member’s Council or the President of the company, members of the Board of Directors or of the Member’s Council, at-law representative, Chief Executive Officers, Chief Operations Officers, Chief financial manager, chief Accountant, head of the Supervisory Board and members of the Supervisory Board (Controllers), members of the Internal Audit Committee and equivalent management positions elected by the Shareholders’ General Meeting or appointed by the Board of Directors or Members’ Council or Company President. 

3. Measures of prohibiting institutions or persons from carrying out securities and securities market activities for a definite term or for good as prescribed at Point e, Clause 2, Article 7 of the Law on Securities are applicable to organizations and individuals conducting offering, listing, trading, investing in securities, providing services on securities and securities market as prescribed in Clause 14, Article 4 of the Law on Securities, including the following measures:

a) Prohibiting the offering or issuance of securities for a definite term or for good;

b) Prohibiting the listing or registration of securities transactions for a definite term or for good;

c) Prohibiting the securities trading, providing services on securities and the securities market, the securities registration, depository, clearing and payment for a definite term or for good;

d) Prohibiting the performance of audits for entities with public interests in the securities sector for a definite term or for good;

dd) Prohibiting the securities trading for a definite term or for good.

4. Measures of freezing securities accounts, or requesting competent persons to freeze monetary accounts related to violations of the law on securities and securities market shall be applied in the following cases:

a) When it is necessary to verify details as a basis for issuing a decision to handle breaches on securities and the securities market;

b) When there are grounds to identify organizations and individuals that are committing violations of the law on securities and securities market and measures of freezing securities accounts or money accounts are necessary to prevent the organizations and individuals from continuing to commit violations or when it is necessary to immediately stop the scattering of money and securities related to the violations of the law on securities and securities market;

c) At requests of competent agencies and persons as prescribed by law.

5. Organizations and individuals that are sanctioned for administrative violations for performing prohibited acts related to securities and securities market specified in Article 12 of the Law on Securities shall be prohibited from performing one or several activities related to securities and the securities market with a term from 02 years to 03 years at most, prohibited from holding positions at securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies and fund management companies, securities investment companies with a term from 02 years to 03 years at most.

Organizations and individuals that have been sanctioned for administrative violations for performing prohibited acts related to securities and securities market specified in Article 12 of the Law on Securities and have relapsed or violated more than 2 times or have been prosecuted for criminal liability for one of the securities crimes specified in the Penal Code, they shall be prohibited to conduct one or more activities related to securities and securities market for a period of from 03 years to 05 years at most, prohibited from holding positions at securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies and fund management companies, securities investment companies with a term of between 03 years and 05 years.

6. Organizations and individuals that have been examined for penal liability for one of the securities crimes specified in the Penal Code but continue to commit acts prohibited in securities and securities market activities specified in Article 12 of the Law on Securities shall be prohibited from participating in one or a number of securities and securities market activities for good, banned from holding positions at securities companies or investment fund management companies, a Vietnam-based branch of a foreign securities company or fund management company, or securities investment company for good.

Article 307. The order and procedures for the application of the measure of banning from holding posts or carrying out securities and securities market activities for a definite term or for good

1. Based on decisions on sanctioning administrative violations against organizations and individuals that commit acts prohibited in securities and securities market activities or based on the effective judgments of the Court, recommendations of the agency or person competent to handle the case, the Chairperson of the State Securities Commission shall apply one or a number of the measures specified in Clauses 2, 3, 4, Article 306 of this Decree to prevent violations of the law on securities and securities market.

2. The application of measures specified in Clauses 2, 3, 4, Article 306 of this Decree shall be expressed in the form of a decision of the Chairperson of the State Securities Commission. The following information should be clearly stated in such decision: bases of application; the name and address of the subjects of application; applied measures; term and start time; organizations and individuals in charge of implementation coordination and responsibilities of such organizations and individuals; persons responsible for monitoring the execution.

3. Decisions to apply the measure of banning from holding posts, banning from carrying out securities and securities market activities for a definite term or for good must be sent to the applicable subjects, relevant organizations and individuals and be published on the websites of the State Securities Commission, the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation within 02 working days from the issuing date. Within 24 hours from receiving the decision, listed organizations, organizations registering for trading, securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies and fund management companies, securities investment companies where the individuals subject to such measures are insiders or securities practitioners must publish this decision on their websites.

4. In case of applying the measure of banning from holding posts or carrying out securities and securities market activities for a definite term, organizations and individuals must immediately stop holding positions or immediately stop carrying out securities and securities market activities that are prohibited. During the time of being banned from holding posts or from carrying out securities and securities market activities, organizations and individuals shall not be granted new licenses, certificates or written approvals related to securities operation.

5. In case of applying the measure of banning from holding posts or carrying out securities and securities market activities for good, organizations and individuals’ licenses, certificates or written approvals related to securities operation shall be revoked, canceled or refused to be granted. Organizations and individuals are not allowed to hold positions or carry out activities on securities and securities market that are prohibited until there is a decision of the competent agency to cancel the application of this measure.

Article 308. Order and procedures for application of measures of freezing securities accounts, or requesting competent persons to freeze monetary accounts related to violations of the law on securities and securities market

1. The measure of freezing securities accounts is implemented as follows:

a) When there are grounds as prescribed in Clause 4, Article 306 of this Decree, the Chairperson of the State Securities Commission shall issue a decision to freeze securities account, specifying the following information: bases of application; the name and address of the subjects of application; information about frozen accounts; term and start time of freezing measure; organizations and individuals in charge of implementation coordination and responsibilities of such organizations and individuals; persons responsible for monitoring the execution;

b) Within 01 working day from the date of issuance, the decision to apply the measure of freezing securities accounts must be sent to the subjects of application, the securities company where the account is frozen, related organizations and individuals, the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation;

c) Within 24 hours after receiving the decision, the securities company where the account is frozen must block the trading account, the Vietnam Securities Depository and Clearing Corporation must carry out the blockade securities on the relevant securities depository account and at the same time, notify to the account holder;

d) Upon the expiration of the blockade period specified in the decision of the Chairperson of the State Securities Commission, the securities company where the account is frozen shall release the securities trading account, the Vietnam Securities Depository and Clearing Corporation shall release securities on the relevant securities depository account and at the same time, notify to the account holder.

2. The measure of requesting competent persons to freeze monetary accounts is implemented as follows:

a) When there are grounds specified in Clause 4, Article 306 of this Decree, the Chairperson of the State Securities Commission shall issue a written request to the credit institution, the competent person at the credit institution where the subject proposed for application has an account shall blockade the account, specifying the following information: bases of application; name and address of the subject proposed for application; information about accounts proposed to be blocked; duration of application and time of initiation of a freezing measure; relevant organizations and individuals;

b) Within 02 working days from the date of issuance, the written request for the credit institution, the competent person at the credit institution to block the account must send it to the relevant competent agency, organization or person;

c) Within 03 working days from the date of receipt of the document from the State Securities Commission, the credit institution, the competent person at the credit institution shall decide on the account blockage and concurrently notify the State Securities Commission and the subject of the frozen account. In case of refusing to perform or only partially fulfilling the request for account blockade, the credit institution or competent person at the credit institution must clearly state the reason and take responsibility for its/his/her decision;

d) The blockade and release of the account of the credit institution, the competent person at the credit institution shall comply with relevant laws.

Chapter X. IMPLEMENTATION PROVISIONS

Article 309. Effect

1. This Decree takes effect on January 01, 2021.

2. This Decree replaces the following documents:

a) Decree No. 58/2012/ND-CP dated July 20, 2012 of the Government, detailing and guiding a number of articles of the Law on Securities and the Law Amending and Supplementing a Number of Articles of the Law on Securities;

b) Decree No. 60/2015/ND-CP dated June 26, 2015 of the Government, amending and supplementing a number of articles of the Government’s Decree No. 58/2012/ND-CP of July 20, 2012, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law Amending and Supplementing a Number of Articles of the Law on Securities;

c) Decree No. 86/2016/ND-CP dated July 01, 2016 of the Government, prescribing the securities investment and trading conditions;

d) Decree No. 71/2017/ND-CP dated June 06, 2017 of the Government, guiding the company governance of public companies.

3. This Decree repeals Articles 13 and 14 of the Government’s Decree No. 151/2018/ND-CP dated November 07, 2018, amending and supplementing a number of provision on investment business conditions under the state management of the Ministry of Finance.

Article 310. Transitional provisions

1. Public companies specified in Clause 4, Article 135 of the Law on Securities No. 54/2019/QH14 are allowed to offer stocks for existing shareholder according to the proportion of shares owned by the method of public offering of securities in accordance with this Decree.

2. The public company that is in the process of carrying out the procedures to cancel the status of a public company until the time the State Securities Commission announces the cancellation of the status of a public company may offer stocks to existing shareholders according to the proportion of shares owned by the method of public offering of securities in accordance with this Decree.

3. Provisions of Clause 2, Article 19 of this Decree shall be applied after 02 years from the effective date of this Decree.

4. Public companies with stock funds purchased before the effective date of the Law on Securities No. 54/2019/QH14 may sell stock funds or use stock funds as bonus stocks as prescribed in the Law on Securities No. 70/2006/QH11, amended and supplemented by the Law on Securities No. 62/2010/QH12 and their detailing and guiding documents. The above-mentioned companies are not allowed to redeem their stocks until completing the settlement of previously purchased stock funds, except for the case of redeem stocks under Clause 2, Article 36 of the Law on Securities No. 54/2019/QH14.

5. In case where the public company specified in Clause 4, Article 135 of the Law on Securities No. 54/2019/QH14 whose status of public company is approved to be canceled by the Shareholders’ General Meeting, it shall submit the dossier of cancellation of status of public companies to the State Securities Commission under Article 39 of the Law on Securities No. 54/2019/QH14 within 30 days after being approved by the Shareholders’ General Meeting.

6. A public company specified in Clause 5, Article 135 of the Law on Securities No. 54/2019/QH14 must submit the dossier of cancellation of status of public companies to the State Securities Commission under Article 39 of the Law on Securities No. 54/2019/QH14 within 90 days from the effective date of the Law on Securities No. 54/2019/QH14.

7. A public company with stocks listed or registered for trading before the effective date of the Law on Securities No. 54/2019/QH14 without satisfying conditions for being a public company under the Law on Securities No. 70/2006/QH11, amended and supplemented by the Law on Securities No. 62/2010/QH12 and guiding and detailing documents shall cancel its status of public company in accordance with Articles 38 and 39 of the Law on Securities No. 54/2019/QH14.

8. An equitized enterprise that already registered for trading on the Upcom trading system before the effective date of the Law on Securities No. 54/2019/QH14 but has not been certified the completion of public company registration by the State Securities Commission, its trading registration shall be canceled after 01 year from the effective date of this Decree.

9. Before the Vietnam Stock Exchange, the Vietnam Securities Depository and Clearing Corporation officially operate under the Law on Securities No. 54/2019/QH14, members of Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange and members of the Vietnam Securities Depository shall carry out activities, rights and obligations as prescribed in this Decree that are applicable to members of the Vietnam Stock Exchange and the Vietnam Securities Depository and Clearing Corporation.

10. After the Vietnam Stock Exchange and its subsidiary companies officially operate under the Law on Securities No. 54/2019/QH14, activities specified in this Decree shall be carried out as follows:

a) The Vietnam Stock Exchange shall re-arrange listings in accordance with the roadmap decided by the Prime Minister;

b) Within 01 year from the date on which the Vietnam Stock Exchange and its subsidiary companies officially operate, members of the Hanoi Stock Exchange and Ho Chi Minh City Stock Exchange shall continue to perform activities, rights and obligations according to this Decree that are applicable to members of the Vietnam Stock Exchange and must complete the procedures for membership registration with the Vietnam Stock Exchange.

11. After the effective date of this Decree, the State Treasury may continue participating in debt instrument transactions without registering for re-participating with the Vietnam Stock Exchange and its subsidiary companies.

12. Regulations on compulsory delisting of stocks by public companies in case the equity is negative in the latest audited financial statement as prescribed at Point e, Clause 1, Article 120 of this Decree, the audit firm has exception opinions with the annual financial statements for 3 consecutive years as prescribed at Point h, Clause 1, Article 120 of this Decree and the listed organization fails to fulfill its financial obligations toward the Stock Exchange as prescribed at Point o, Clause 1, Article 120 of this Decree shall be applied after 01 year from the effective date of this Decree.

13. Within 03 years from the effective date of this Decree, the clearing and payment for securities transactions under the mechanism of central counterparty clearing must be implemented in accordance with this Decree. During the time the clearing and payment for securities transactions under the mechanism of central counterparty clearing has not been implemented, the clearing and payment for securities transactions shall comply with the Law on Securities No. 70/2006/QH11 which was amended and supplemented by the Law on Securities No. 62/2010/QH12 and guiding and detailing documents.

14. Depository members of the Vietnam Securities Depository and Clearing Corporation are allowed to participate in the clearing and payment for securities transactions like direct clearing members specified in this Decree within 12 months from the date of officially implementing the mechanism of central counterparty clearing. After this time limit, only clearing members are allowed to participate in the clearing and payment for securities transactions.

15. From the effective date of this Decree, the professional risk prevention fund specified in Clause 3, Article 156 of this Decree shall replace the professional risk prevention fund and the derivative securities payment prevention fund specified in the Government’s Decree No. 122/2017/ND-CP dated November 13, 2017, prescribing some specific contents on the financial management mechanism and operational effectiveness assessment applicable to lottery businesses, the stock exchanges and the Vietnam Securities Depository. Balances of the professional risk prevention fund and derivative securities payment risk prevention fund of the Vietnam Securities Depository before the effective date of this Decree shall be fully transferred to the professional risk prevention fund specified in Clause 3, Article 156 of this Decree.

16. Securities which have been centrally registered at the Vietnam Securities Depository and Clearing Corporation shall be used as security assets in security transactions registered at the trading registration centers, assets of the National Registration Agency for Secured Transactions under the Ministry of Justice before January 01, 2021 is not required to re-register at the Vietnam Securities Depository and Clearing Corporation according to this Decree. The change, correction of errors and deletion of the registration of security transactions for the above-mentioned securities shall be done at the trading registration centers, assets of the National Registration Agency for Secured Transactions under the Ministry of Justice in accordance with the law on registration of security interests.

17. Securities company already signed service provision contracts for the activities specified in Clause 3, Article 86 of the Law on Securities No. 54/2019/QH14 before the effective date of this Law but is not licensed to perform issuance underwriting operations may continue performing such contracts.

18. For member funds established before the effective date of Law on Securities No. 54/2019/QH14, organizations contributing capital to member funds and not falling in the case specified in Clause 1, Article 11 of the Law on Securities may continue holding fund certificates corresponding to the capital contributed to the fund.

19. Organizations that have signed contracts to act as fund certificate distribution agents of public funds established before the effective date of this Decree may continue performing the fund certificate distribution agent contracts and must register for distribution of fund certificates under Article 219 and Article 220 of this Decree within 01 year from the effective date of this Decree.

20. The public company shall be responsible for developing the company charter, the internal company governance regulation, the operation regulation of the Board of Directors, and the operation regulation of the Supervisory Board in accordance with the Law on Enterprise No. 59/2020/QH14, the Law on Securities No. 54/2019/QH14, this Decree and relevant legal documents, and submit it to the Shareholders’ General Meeting for approval at the nearest meeting from the effective date of this Decree.

Article 311. Implementation organization

Ministers, heads of ministerial-level agencies, heads of government-attached agencies and chairpersons of People’s Committees of provinces and centrally run cities shall implement this Decree./.

* All Appendices are not translated herein.