Thông tư 07/2016/TT-BTC

CIRCULAR

ON AMENDMENTS AND SUPPLEMENTS TO CERTAIN ARTICLES OF THE CIRCULAR NO. 210/2012/TT-BTC DATED 30 NOVEMBER 2012 ON GUIDELINES FOR THE ESTABLISHMENT AND OPERATION OF SECURITIES COMPANIES

Pursuant to the Securities Law dated 29 June 2006;

Pursuant to the Law on amendments and supplements to certain articles of the Securities Law dated 24 November 2010;

Pursuant to the Companies Law dated 26 November 2014;

Pursuant to the Government’s Decree No. 58/2012/NĐ-CP dated 20 July 2012 on details and guidelines for the enforcement of certain articles of the Securities Law and the Law on amendments and supplements to the Securities Law.

Pursuant to the Government’s Decree No. 60/2015/NĐ-CP dated 26 June 2015 on amendments and supplements to certain articles of the Government’s Decree No. 58/2012/NĐ-CP dated 20 July 2012 on details and guidelines for the enforcement of certain articles of the Securities Law and the Law on amendments and supplements to the Securities Law;

Pursuant to the Government’s Decree No. 215/2013/NĐ-CP dated 23 December 2013 on functions, missions, authority and organizational structure of the Ministry of Finance;

At the request of the Chairman of the State Securities Commission;

Minister of Finance issues the Circular on amendments and supplements to certain articles of the Circular No. 210/2012/TT-BTC dated 30 November 2012 on guidelines for the establishment and operation of securities companies.

Article 1. The following amendments and supplements are adopted to certain articles of the Circular No. 210/2012/TT-BTC dated 30 November 2012 on guidelines for the establishment and operation of securities companies:

1. Sections 6 and 7 and Sections 8 and 9 in Article 2 are amended and supplemented, respectively, as follows:

 “6. Consolidation refers to two or some securities companies (referred to as consolidating securities companies) consolidating into one new securities company (referred to as the consolidated securities company), which terminates the existence of consolidating securities companies.

7. Merger means one or some securities companies (referred to as acquired securities companies) merging into another securities company (referred to as the acquiring securities company) by transferring all assets, legitimate rights, duties and interests to the acquiring securities company, which terminates the existence of acquired securities companies.

8. Loan refers to a securities company’s provision or undertaking to provide a beneficiary or user with a sum of money, an asset or a security for a defined length of time on agreed principles for reimbursement of original loan with or without interest(s).

9. An approved audit organization is permitted by the State Securities Company to conduct audits and examine financial statements, financial data and other reports made by organizations holding public interests in the sector of securities.”

2. Article 12 is amended as follows:

 “Article 12. Adjustment of Charter capital

1. The application for increase of charter capital shall comprise:

a) The letter of application for amendments to the license for establishment and operation of the securities company (as per the Appendix VII of this Circular);

b) The written confirmation, by the bank opening the escrow account or an approved audit organization, of the capital increment or the financial statement upon the securities company’s completion of the augmentation of its charter capital, which has been audited by an approved audit organization. This clause does not apply to securities companies that raise charter capital with funds from their equity;

c) The report on ownership structure before and after the increase of the charter capital, plus documents as stated in Point d, Section 2, Article 30 of this Circular for capital increase that results in the addition of new shareholders or members who hold five percent (5%) or more of the charter capital.

2. The application for decrease of Charter capital shall comprise:

a) The letter of application for amendments to the License for establishment and operation of the securities company (as per the Appendix VII of this Circular);

b) The report on repurchase and cancellation of stocks or decrement of contributions for diminution of charter capital, which has been endorsed by an approved audit organization, or the financial statement audited by an approved audit organization upon the securities company’s completion of its repurchase and cancellation of stocks or decrement of contributions for diminution of charter capital;

c) The report on ownership structure before and after the shrinkage of the charter capital.

3. In twenty (20) days upon the receipt of valid documents as defined in Section 1 and 2 of this Article, the State Securities Commission shall amend the license for establishment and operation of the securities company. State Securities Commission, if rejecting the application, must respond in writing and specify its justifications.”

3. Article 14 is amended and supplemented as follows:

 “Article 14. Suspension of securities companies

1. A securities company shall be suspended in the following events:

a) There is intentionally distorted information in the application for issuance of or amendments to the license for establishment and operation.

b) Upon the expiration of the warning period (under ordinary or special control) as per regulations on financial safety norms and treatments against securities traders that fail such norms, the securities company fails to provide evidences of its rectification of alert situations (disposable fund ratio has reached at least one hundred eighty percent (180%) in three (03) consecutive months and such ratio in the last reporting period has been audited by an approved audit organization) and of annual gross loss on fifty percent (50%) or more of the charter capital or of the inferiority of the equity in the latest financial statement audited or examined to the legal capital as per business lines licensed.

c) Its activities are contrary to purposes or inconsistent with contents as defined in the license for establishment and operation;

d) It does not continuously abide by one of the requirements for licensing of establishment and operation as per Section 1, 2, 3 and 4, Article 3 of this Circular;

dd) Other situations of suspension as per the laws on administrative sanctions in the sector of securities and stock market.

2. In situations of suspension as per Point a, b, c, d, Section 1 of this Article, the State Securities Commission considers the formation and degree of violations to suspend one, some or all securities-related activities including brokerage, proprietary trading, investment consultancy, underwriting and depository services. Moreover, suspension time and scope must be clarified.

3. A securities company under suspension is not permitted to make or extend contracts related to business lines suspended. It shall bear the obligation to settle and transfer accounts at clients’ requests (if any), to have rectification plans and to report its execution of such plans at the request of the State Securities Commission. A securities company, if suspended from proprietary trading, has permission to only sell but not to increase business investments, except for indispensable purchases, which rectify transaction errors, odd-lot transactions or acquisition of interests from securities in its holding as per current laws."

4. Article 15 is amended and supplemented as follows:

"Article 15. Revocation of License for establishment and operation

1. A securities company's license for establishment and operation shall be revoked in the following events:

a) Pursuant to circumstances as defined in Point a, b, c, Section 2, Article 70 of the Securities Law; situations of revocation as stated in Section 1, Article 46 of this Circular or a court’s rulings on dissolution;

b) Violations as prescribed in Point a, c, d, Section 1, Article 14 of this Circular have not been rectified in sixty (60) days upon the suspension of activities;

c) Situations as stated in Point b, Section 1, Article 14 of this Circular have not been rectified in six (06) months upon the suspension of activities;

d) The securities company's period of operation expires as per its Charter or it undergoes voluntary dissolution;

dd) The securities company goes bankrupt;

e) The securities company consolidates or is acquired.

2. During the progress of dissolution or bankruptcy, the securities company must conform to these principles:

a) Members of the Board of directors or Members’ council, Owners, Director or General director, and the legal representative of the securities company shall be held liable for the integrity and accuracy of documents on dissolution as per Point h, Section 3 of this Article;

b) If documents on settlement of clients’ securities trading accounts and on dissolution are inaccurate or falsified, the individuals as defined in Point a of this Section shall be jointly liable for settling outstanding debts, taxes and workers’ benefits and assume personal liabilities for consequences arising in five (05) years’ time upon the submission of dissolution documents to the State Securities Commission.

3. The formalities for revocation of a license for establishment and operation in situations as stated in Point a, b, c, Section 1 of this Article shall include:

a) In thirty (30) days upon the compulsion to revoke the license for establishment and operation, the State Securities Commission shall issue a decision on termination of the securities company’s entire business activities licensed to facilitate the formalities for revocation of such license;

b) In twenty four (24) hours upon the receipt of the State Securities Commission's decision, the securities company is held responsible for announcing such decision. The securities company is responsible for discontinuing all business lines licensed and not engaging in new contracts related to its business activities;

c) In seven (07) working days upon the securities company’s receipt of the State Securities Commission’s decision, the former’s Board of directors or Members’ council must convene an extraordinary General shareholders’ meeting or Members’ council’s extraordinary conclave to ratify the dissolution and decide settlement solutions for creditors and bearers of relevant interests and duties. In twenty four (24) hours upon the decision by the General shareholder meeting, Member’s Council or Owner on the dissolution of the securities company, such company shall be responsible for announcing its dissolution and settlement plans for creditors and bearers of relevant interests and duties;

d) In fifteen (15) days upon the receipt of the State Securities Commission’s decision, the securities company must report to the State Securities Commission about the plans for settlement of proprietary trading accounts and clients' contracts in effect in connection with securities trading operations in progress and clients’ securities trading accounts (if any) at such company. Basic details of the said plans include:

- Time and methods of dissemination of information and notice to every client about the termination of all securities-related business activities licensed;

- The expected and minimum time for final settlement of transaction accounts (to be closed or transferred) at clients’ requests shall be thirty (30) days;

- The time for desistance of new accounts;

- The expected time for discontinuance of transactions on stock exchanges;

- The time for stoppage of clients’ withdrawal or deposit of money;

- The expected time for finalization of the balance of clients’ accounts not due for final settlement;

- Plans for settlement of clients' accounts not due for final settlement or disputed accounts;

- Plans for settlement of proprietary trading accounts;

- Plans for clients’ contracts in effect in relation to securities business operations in progress.

dd) In forty five (45) days upon the State Securities Commission’s expression to the plans as defined in Point d of this Section, the securities company must implement such plans in the following order:

- Publish information and give notice to every client according to plan;

- Settle accounts and remit (transfer) money and securities in full at clients' requests;

- At the end of the time limit for final settlement of accounts, a full list of clients' accounts, whose owners have not appeared for final settlement, and of each account's current balance of money and securities shall be made;

- In five (05) working days upon the expiration of the time limit for final settlement of accounts at clients’ requests, the securities company shall report to the State Securities Commission about the accounts settled and not settled, plus each unsettled account's balance of money and securities, the implementation of plans for closure of proprietary trading accounts and clients’ contracts in effect in relation to securities business operations in progress;

- The securities company can negotiate the transfer of clients’ accounts unresolved to other securities companies.

In situations of license revocation as stated in Point b, Section 2, Article 70 of the Securities Law, the State Securities Commission is entitled to designate an alternative securities company to acquire clients’ accounts unresolved from the securities company stripped of the license for establishment and operation. In this event, a proxy between two companies mentioned above is automatically enacted.

If the legal representative of the securities company has limited or no legal capacities, the company shall have members of the Board of Director or Members’ council or other members of the Control committee (in case such company is deprived of any member of neither Board of directors nor Members’ council) assign members of the Board of directors or Executive Board or internal controllers to cope with formalities for return of all clients’ possessions.

e) In five (05) working days upon the completion of the return of all clients’ possessions, the securities company reports to the State Securities Company about the settlement of clients’ securities trading accounts unresolved. This clause does not apply to securities companies settling all clients' accounts within the time limit for final settlement of accounts at clients’ requests;

g) In five (05) working days upon the State Securities Commission’s notice of its receipt of the report as prescribed in Point dd and e of this Section, the securities company shall go through dissolution formalities as per the Companies Law. State Securities Commission shall publish its notice on its website.

h) In seven (07) working days after such formalities complete, the securities company shall have its legal representative or another individual, according to Point dd of this Section, to submit the following documents on dissolution to the State Securities Commission:

- The report on dissolution process and settlement of debts and payables, plus the original of the license for establishment and operation of the securities company;

- Papers on police’s revoking the corporate seal, on fulfillment of taxes and duties with tax authorities, and on affirmation of debts and payables fully settled;

- The financial statement audited by an approved audit organization upon the fruition of the dissolution process.

i) In seven (07) working days upon the receipt of all valid documents as defined in Point h of this Section, the State Securities Commission shall issue a decision to revoke the license for establishment and operation and announce information as per regulations.

4. The following formalities apply to the revocation of a license for establishment and operation in the event stated in Point d, Section 1 of this Article:

a) In twenty four (24) hours upon the decision by the General shareholder meeting, Member’s Council or Owner on the dissolution of the securities company, such company shall be responsible for announcing the information on its dissolution;

b) A securities company licensed for brokerage shall set up plans for settlement of clients’ securities trading accounts as per Point d, Section 3 of this Article;

c) In ten (10) working days, the State Securities Commission shall respond in writing about such plans;

d) The securities company, when receiving the State Securities Commission's reply, shall settle clients' accounts as per Point dd, Section 3 of this Article;

dd) After settling and transferring clients' accounts to other securities companies on written agreements, the securities company shall submit the application for approval of dissolution.

- Such application shall be made in one (01) set of originals and presented to the State Securities Commission by hand or by post, including:

- The letter of application for approval of dissolution (as per Appendix VIII of this Circular);

- The written decision by the General shareholders’ meeting, Members’ council or Owner on the dissolution of the securities company;

- The report on final settlement of clients’ securities trading accounts and plans for finalization and settlement of contracts, interests and financial duties of the company's.

e) In seven (07) working days upon the receipt of documents as defined in Point dd of this Section, the State Securities Commission shall issue a decision to approve the securities company’s proceedings of dissolution. State Securities Commission, if rejecting the application, must respond in writing and specify its justifications;

g) In twenty four (24) hours upon the receipt of the State Securities Commission's decision, the securities company is held responsible for announcing the approval of its dissolution;

h) The formalities for dissolution are subject to the Companies Law;  

i) In seven (07) working days after the dissolution process completes, the securities company fulfills procedures as defined in Point h, Section 3 of this Article;

k) In seven (07) working days upon the receipt of all valid documents as defined in Point h, Section 3 of this Section, the State Securities Commission shall issue a decision to revoke the license for establishment and operation and announce information as per regulations.

5. The following formalities apply to the revocation of a license for establishment and operation in the event stated in Point dd, Section 1 of this Article:

a) In twenty four (24) hours upon a securities company’s obtainment of a decision to initiate or declare bankruptcy through summary procedures as per Section 1, Article 105 of the Bankruptcy Law, such company must announce such decision;

b) In five (05) working days from the date of announcement, as stated in Point a of this Section, the securities company licensed brokerage shall set up plans for settlement of clients’ securities trading accounts as per Point d, Section 3 of this Article;

c) The securities company shall settle clients’ accounts as per Point dd, Section 3 of this Article;

d) The securities company shall execute the bankruptcy formalities according to the Bankruptcy Law;

dd) In thirty (30) days upon the receipt of the decision to declare the securities company’s bankruptcy, the State Securities Commission shall issue its decision to revoke such company’s license for establishment and operation and announce information as per regulations.

6. The following formalities apply to the revocation of a license for establishment and operation in the event stated in Point e, Section 1 of this Article:

State Securities Commission shall decide to revoke the license for establishment and operation of a securities company consolidating or being acquired while reissuing the aforesaid license to the securities company consolidated or acquiring as per Section 6, Article 67 of this Circular.”

5. Volume 5 is added to Chapter III as follows:

"Volume 5. OUTWARD INVESTMENT

Article 26a. Outward investments by securities companies

1. A securities company, when setting up a branch or representative office abroad or making an outward investment, must fulfill these requirements:

a) It carries out a project to open an overseas branch or representative office or to make an outward investment, which was approved in writing by the General shareholders’ meeting, Members’ council or Owner;

b) It satisfies financial safety regulations after funds for the overseas branch or outward investment have been deducted;

c) It maintains the equity’s balance, less the funds for the overseas branch or outward investment, not to go beneath the legal capital as defined for business lines being licensed;

d) Scope of operations and investment fields must abide by the license of establishment and operation of the securities company in Vietnam.

2. The securities company’s application for approval of overseas branch or representative office, or outward investment shall be executed in one set of originals and submitted to the State Securities Commission by hand or by post, including:

a) The letter of application for approval of overseas branch or representative office or outward investment by the securities company as per Appendix X(a) of this Circular;

b) The written record of the meeting and resolution by the General shareholders’ meeting, Members’ council or Owner on the establishment of the overseas branch or representative office or on the outward investment in conformity to the securities company’s Charter;

c) Plans of overseas operations or outward investments, that state the expected amount of investment, source of fund, business partners (if available), investment fields, details and scope of operations, business operation schemes and other relevant information in the first three years.

3. In seven (07) working days upon the receipt of valid documents as prescribed in Section 2 of this Article 2, the State Securities Commission shall approve the securities company’s outward investment in writing. State Securities Commission, if rejecting the application, must respond in writing and specify its justifications;

4. The securities company, after obtaining the State Securities Commission's written approval, shall proceed to set up the overseas branch or representative office or make the outward investment as per the laws on investment and foreign exchange management.

5. In fifteen (15) days upon the foreign authorities’ consent to the establishment of the branch or representative office or their approval of the foreign investment project, the securities company must report to the State Securities Commission. Such report shall include:

a) The address and personnel of the branch or representative office, investment value, date of opening, plus written approvals by Vietnamese competent governmental authorities in charge of investment and foreign exchange management;

b) Documents given to foreign governmental authorities, with valid copies of licenses, written approvals or equivalent papers that have been issued by foreign competent authorities.

6. In fifteen (15) days upon the securities company’s closure of the overseas branch or representative office or revocation of the outward investments, such company must have the State Securities Commission reported. The report shall comprise:

a) The name and address of the overseas branch or representative office and reasons for shutdown;

b) The securities company’s liabilities for assets, rights, duties and interests related to the overseas branch or representative office or the investment, plus valid copies of written approvals or equivalent papers, if available, from foreign competent authorities.”

6. Section 3 of Article 28 is amended as follows:

 “3. A securities company can have one (01) or many legal representatives according to its Charter. The charter of the securities company shall define responsibilities, quantity, managerial titles, rights and duties of each legal representative. If a securities company changes its legal representative, it shall apply for the State Securities Commission's amendment to the license for establishment and operation as per Article 13 of this Circular. Specific circumstances regarding a securities company’s legal representative:

a) The legal representative, if only one (01) exists, of a securities company shall be the chairman of the Board of directors or the Members’ council, or the Director of General director. Unless otherwise stated in the company’s Charter, its legal representative shall be the chairman of the Board of directors or Members’ council;

b) If a securities company has more than one legal representative, the chairman of the Board of directors or the Members’ council and the Director or General director shall represent such company legally. The securities company shall register the chairman of the Board of directors or Members’ council or Director or General director as its legal representative before the State Securities Commission. The legal representative registered shall be held responsible for providing documents and handling matters with the State Securities Commission. If the securities company changes the legal representative registered, the securities company shall have the State Securities Commission reported in twenty four (24) hours upon the occurrence of such change.”

7. Section 1 of Article 30 is amended as follows:

 “1. State Securities Commission's approval shall be required for transactions that alter the ownership of shares or capital contributions making up 10% or more of the existing charter capital, and for transactions that fluctuate the ownership ratio of shareholders or contributors above or below 10%, 25%, 50%, 75% of the securities company’s existing charter capital. However, it does not apply to a securities company's stocks, which are listed or traded on a Stock Exchange, or transfers ruled by a court.”

8. Section 4 is added to Article 31 as follows:

 “4. General shareholders’ meeting, Members’ council or Owner of a securities company shall have financial statements and financial safety reports audited by an approved audit organization. The securities company cannot replace such approved audit organization with another in one fiscal year unless such replacement is appointed by the parent company or the approved audit organization being employed is suspended or stripped of the permission to conduct audits.”

9. Article 39 is amended and supplemented as follows:

 “Article 39. Charter capital increase, swap of stocks or capital contributions

1. Increase of Charter capital

a) A securities company cannot increase its charter capital before undertaking securities business activities in official manner;

b) A limited liability securities company can raise its charter capital in these manners:

- The owner or contributing members contribute additional finances to the charter capital of a single-member limited liability company or a limited liability company with two members or more, respectively;

- Mobilize investments from new contributing members. If a single-member limited liability securities company augments its charter capital by gaining investments from other entities, the company must convert its legal type according to Article 64 and 65 of this Circular;

- Deliver profits undistributed and other valid funds for the increment of the charter capital: If the charter capital is increased by profits undistributed and other valid funds from the equity, the company must maintain sufficient finances for such increase after deducting adequate provisions as per the laws on securities companies’ financial systems. The company cannot utilize financial reserve and differentials arising from asset revaluation for the increase of the charter capital;

- Convert debts to capital contributions according to agreements between the company and creditors; Debts eligible for conversion shall be those specified in the latest financial statement, audited or examined, and ratified by the Owner or Members’ council.

c) A joint-stock securities company augments its charter capital in these manners:

- Sell shares to existing shareholders and other entities through an offering passed by the General shareholders’ meeting;

- Deliver profits undistributed and other valid funds for the increment of the charter capital: If the charter capital is increased by profits undistributed and other valid funds from the equity, the company must maintain sufficient finances for such increase after deducting adequate provisions as per the laws on securities companies’ financial systems. The company cannot utilize financial reserve and differentials arising from asset revaluation for the increase of the charter capital; If the company uses share premium composed of differentials between the selling price and purchase price of treasury stocks, such method shall only be permissible upon the company's selling all treasury stocks. If the company uses share premium composed of differentials between the face value and the selling price in an offering, such method shall only be permission one year after the end of the offering.

- Convert debts to capital contributions according to agreements between the company and creditors; Debts eligible for conversion shall be those specified in the latest financial statement, audited or examined, and ratified by the General shareholders’ meeting;

- The company shall have convertible bonds converted to stocks upon the fulfillment of requirements for conversion as per the laws.

d) Prior to the increase of the charter capital as per Point b, Section 1 of this Article, the securities company must apply for registration with the State Securities Commission. Such application comprises:

- The letter of application for charter capital increase, which include details of the method and value of capital increase;

- The written decision by the company’s Members’ council or Owner on the capital increase and the capital mobilization plan approved by the Members' council or Owner;

- The list of new contributing members and those contribute ten percent (10%) or more of the securities company's charter capital, plus documents as defined in Point d, Section 2, Article 30 of this Circular (if available);

- The latest financial statement audited or examined in case undistributed profits and valid funds are spent on the increase of the charter capital or in case such increment derives from the restructuring of debts converted to capital contributions according to agreements between the company and creditors. If a single-member limited liability company converts debts to capital contributions, such conversion must abide by Article 64 and 65 of this Circular.

dd) Prior to the increase of the charter capital as per Point c, Section 1 of this Article, the securities company must apply for registration with the State Securities Commission. The application and formalities shall include:

- Sale of shares to existing shareholders and other entities: If stocks are offered to one hundred (100) or more defined shareholders, the securities company must abide by regulations on public offering. If stocks are offered to less than one hundred (100) defined shareholders, the securities company must abide by regulations on private placement;

- Deliver profits undistributed and other valid funds for the increment of the charter capital: Requirements, documents and formalities shall be governed by regulations on public offering of additional stocks;

- If the charter capital is increased by restructuring of debts that are converted to capital contributions as per agreements between the company and creditors: The securities company shall conform to regulations on private placement for debt swap in publicly traded corporations;

- Conversion of bonds to shares: In three (03) working days upon the complete conversion of bonds to shares, the securities company must report to the State Securities Commission about the result of such conversion.

2. Swap of share capital or capital contributions, or private placement for equitization:

a) A securities company issues stocks to swap shares or capital contributions for its consolidation or merger with another securities company or its acquisition of a fund management company:

- If a company issues stocks to swap shares or capital contributions with one hundred (100) or more defined shareholders: Requirements, documents, and formalities shall be governed by regulations on public offering for stock swap subject to contracts for consolidation or merger;

- If a company issues stocks to swap shares or capital contributions with less than one hundred (100) defined shareholders: Requirements, documents and formalities shall be regulations on private placement for stock swap.

b) Private placement for equitization: A securities company must obtain the approval by its Owner or Members’ council of its equitization and private placement for such purpose, and plans for swap and offering ratified by the Owner or Members’ council. Formalities of private placement for equitization by a securities company shall be governed by regulation on publicly traded corporations’ private placement.

3. In fifteen (15) days upon the receipt of valid documents for charter capital increase, swap of share capital or capital contributions, or private placement for equitization as per Point d and dd, Section 1 and Section 2 of this Article, the State Securities Commission shall respond to the securities company in writing about the increment of the charter capital, swap of shares or capital contributions, and private placement for equitization.

4. In seven (07) working days upon the complete increase of the charter capital, the securities company shall execute formalities for amendments to the license for establishment and operation according to Article 12 of this Circular."

10. Article 40 is amended and supplemented as follows:

 “Article 40. Financial securities norms

1. Securities companies must abide by financial safety norms as per the Ministry of Finance’s regulations on financial securities norms and treatments against securities dealing organizations.

2. The minimum equity of a securities company must be equal to the legal capital as defined by the Government for each line of business. If the equity is lower than the legal capital (according to the latest month's activity report), the Board of directors or Members' council of the securities company, in thirty (30) days upon the inferiority of the equity to the legal capital, shall be responsible for:

a) Developing and implementing response plans (capital increase, removal of business lines) to maintain the equality of the minimum equity and the legal capital;

b) Reporting to the State Securities Commission in writing about response plans as stated in Point a of this Section and the undertaking to implement such plans. Such report must at least indicate:

- The value of the equity at the time of reporting;

- Causes of the inferiority of the equity to the legal capital;

- Measures that keep the equity on par with the legal capital and maintain financial safety ratio as per the laws.

3. In six (06) months upon the inferiority of the equity to the legal capital as shown in the monthly activity report, the securities company’s equity must at least be equal to the legal capital. If the equity is still lower the legal capital after six (06) months, the securities company shall suffer prohibitions in:

a) Profit distribution, establishment of branches, transaction offices or representative offices, outward investments, addition of securities-related business lines, registration of margin trading;

b) If the securities company continues or fails to rectify situations that lead to ordinary and special control or gross loss below fifty percent (50%) of its charter capital, the State Securities Commission, in fifteen (15) days from the expiry date of the six (06) months’ time for capital increase or removal of securities business lines as per this Section, shall decide to suspend one or some business activities of such company on the basis of the equality of the minimum equity and the legal capital in accordance with business lines remaining. Formalities for suspension of one or some business lines of a securities company shall be governed by Article 14 of this Circular. If the securities company’s equity does not match the legal capital after suspension, the State Securities Commission, in five (05) working days, shall decide to remove business lines of the company being suspended.

4. Annual financial statements and disposable fund ratio reports made on the 30^th of June or on 31^st December must be, respectively, examined or audited by an approved audit organization.

5. State Securities Commission shall be responsible for publishing information on securities companies under ordinary or special control and relevant data on the State Securities Commission’s website in twenty four (24) hours upon its decision to exercise ordinary or special control.”

11. Article 41 is amended and supplemented as follows:

 “Article 41. Treasury stock

1. A joint-stock securities company can buy back at most ten percent (10%) of common stocks issued for its own treasury, except for odd lot purchases requested by clients or purchases for error correction as per the Securities Depository Center’s regulations or repurchase of stocks at shareholders’ requests as per Article 129 of the Companies Law.

2. A securities company can purchase treasury stocks with finances from undistributed net profits, share premium and other funds from the equity, which are permissible contributions to the charter capital (excluding financial reserve) according to the laws. The securities company, after purchasing treasury stocks, must maintain the equality of the minimum equity and the legal capital as per the laws.

The said norms shall be indicated in the latest financial statement or consolidated financial statement (in case the securities company is a parent company) audited or examined. Such financial statements must be made within six months prior to the expected time of treasury stock purchase.

3. Requirements, documents and formalities for securities companies’ repurchase and sale of treasury stocks shall be governed by regulations on publicly traded corporations.

4. If a securities company completes its repurchase of treasury stocks or cancellation of treasury stocks for charter capital decrease, it must make adjustments to reduce the charter capital according to Article 12 of this Circular.”

12. Section 3 is added to Article 42 as follows:

 “3. Securities companies offering bonds must abide by the laws on the offering of corporate bonds and conform to the ratio as stated in Section 1 and 2 of this Article. A securities company, when offering convertible bonds to the public, must comply with regulations on public offering of convertible bonds. Formalities and documents for private placement of convertible bonds shall comprise:

a) The original application for private placement of convertible bonds, submitted to the State Securities Commission by hand or by post. The application includes:

- The letter of application for private placement of convertible bonds, indicating the offering value and target buyers;

- The written approval by the General shareholders’ meeting of the plans for offering of convertible bonds, use of net proceeds from the offering and bond conversion. The bond conversion plan must indicate requirements, time limit and ratio of conversion and price formula;

- The written undertaking by the securities company to conduct its duties, to investors, regarding conditions for issuance and payment, assurance of investors' legitimate rights and interests and other conditions;

- The scheme for issuance of stocks upon convertible bond’s maturity and the plan for recompense for owners of convertible bonds.

b) In fifteen (15) days upon the receipt of full and valid registration documents, the State Securities Commission shall publish on its website and relate to the securities company the information on the former's admission of sufficient documents for registration of the company’s private placement of convertible bonds;

c) The securities company must implement and complete the offering according to the registered plan in ninety (90) days upon the State Securities Commission’s notice of its admission of sufficient documents for registration of private placement of convertible bonds;

d) The securities company must open an escrow account, which receives net proceeds from the offering, at a commercial bank that has no connection with such company or with the offering according to Section 3, Article 21 of the Securities Law;

dd) In five (05) working days upon the completion of the offering, the securities company must deliver the offering report to the State Securities Commission, with the written confirmation, by the bank opening the escrow account, of finances raised from the offering;

e) In three (03) working days upon the receipt of the offering report, the State Securities Commission shall inform the securities company of the former’s assent to the result of the company’s offering;

g) Upon the State Securities Commission’s assent to the result of the offering, the issuer can request the release of net proceeds from the offering.”

13. Article 43 is amended and supplemented as follows:

 “Article 43. Lending limit

1. Securities companies cannot lend money or securities in any manner, except for the situations as stated in Section 4 and Section 5 of this Article.

2. Securities companies cannot use its or its clients’ money or assets to guarantee a third party’s payments.

3. Securities companies cannot give loan in any manner to its Owner, major shareholders, members of the Control committee, the Board of directors, the Members’ council or the Executive Board, chief accountant, other managerial individuals appointed by the Board of directors and people related to such persons.

4. Securities companies, which are permitted to carry out margin transactions as per the laws, can lend clients money for purchase of securities on margin according to the Ministry of Finance’s guidelines.

5. Securities companies can lend securities for correction of transaction errors or for trading of exchange trade funds certificates or other forms as per relevant laws.”

14. Amendments to Section 3 and Points d and e, Section 4 and addition of Point g to Section 4 of Article 44:

 “3. Total value of investments in a securities company's corporate bonds must not exceed seventy percent (70%) of the equity. A securities company licensed for proprietary trading of securities can resell and repurchase listed bonds according to regulations on resale and repurchase of bonds.”

 “4. Securities companies cannot directly or commission other entities to:

d) Make investments in more than fifteen percent (15%) of an unlisted organization’s stocks and fund certificates in circulation. This clause does not apply to certificates from private funds, exchange traded funds and open funds;

e) Make investments or capital contributions whose value exceeds fifteen percent (15%) of the equity of an organization or business project;

g) Make investments, whose value exceeds seventy percent (70%) of the equity, into stocks, capital portion and business projects. Moreover, only investments valued less than twenty percent (20%) of the equity can be poured into unlisted stocks, capital portion and business projects.”

15. Amendment to Section 4 and addition of Sections 9, 10 and 11 to Article 45:

 “4. Securities companies must assign securities practitioners who possess professional certificates conformable to professional activities. Securities practitioners, who provide services in brokerage and investment consultancy, cannot concurrently perform tasks for proprietary trading, underwriting or management of accounts for commission transactions.”

 “9. Securities companies, when conducting securities business, must directly sign clients' contracts via its legal representative or an individual authorized by the legal representative. Securities companies must assume all liabilities and execute contracts as per their provisions and in conformity to the laws on securities, contracting and securities business activities that are stipulated in such contracts.

10. Clients’ possessions under securities companies' management shall comprise pecuniary deposits for securities transactions as per Article 50 of this Circular and securities deposited and retained at securities companies as per Article 51 of this Circular, including those held in specialized accounts under the company's name. When securities companies undergo dissolution or bankruptcy, clients’ possessions must be returned after clients’ payables to the company have been settled.

11. Securities companies and their personnel cannot:

a) Facilitate borrowing and lending of possessions among clients or between a client and a third party, except for lending of securities for correction of transaction errors or for trading of exchange traded fund certificates;

b) Make investments on clients' behalf, except for mandated management of individual investors’ securities trading accounts as per Article 61 of this Circular."

16. Article 68 is amended and supplemented as follows:

 “Article 68. Reporting

1. Securities companies’ reports must be sufficient, timely and reflective of their actual circumstances.

2. Securities companies must send periodic reports in electronic format to the State Securities Commission by the time and rules below:

a) Securities companies must send a month’s activity report by the fifth (5^th) day of the following month (the form is available in Appendix XXII of this Circular);

b) Securities companies must submit a quarter's financial report in twenty (20) days from the last day of that quarter. Securities companies that have to make consolidated quarterly financial reports must submit a quarter's consolidated financial report in thirty (30) days from the final day of that quarter.

c) Securities companies must submit the half-year financial statement and financial safety ratio report made on the 30^th of June and examined by an approved audit organization in forty five (45) days from the end of the first 6 months of the fiscal year. Securities companies that have to make consolidated half-year financial statements must submit the consolidated half-year financial statement in sixty (60) days from the end of the first 6 months of the fiscal year;

d) Annual report:

- Securities companies must send the general activity report in a year by the 20^th of January in the following year (the form is available in Appendix XXIII of this Circular);

- Securities companies must submit the year’s financial statement and financial safety ratio report made on the 31^st of December and audited by an approved audit organization to the State Securities Commission by the 31^st of March in the subsequent year. Securities companies that have to make consolidated yearly financial statements must submit the year’s consolidated financial statement in one hundred (100) days from the last day of the fiscal year.

dd) Financial statements, which securities companies send to the State Securities Commission according to Point b, c, d of this Section, must contain all parts and details as per the accounting law's articles applicable to securities companies;

e) If a financial statement bears the auditor’s qualified opinions that do not indicate qualified sections and justifications, the securities company must provide explanations in writing, with the auditor’s endorsement, to the State Securities Commission in no later than thirty (30) days from the statement's date of sending as per Point c and d of this Section.

3. In three (03) working days upon the following occurrences, securities companies must report to the State Securities Commission in writing:

a) Loans or investments exceed the limit defined in Article 42 and Article 44 of this Circular;

b) Securities companies' head offices, branches or transaction offices commence activities.

4. Reports upon requests:

State Securities Commission is entitled to request securities commissions to make written reports, if deemed necessary. The request must specify the content and time limit of such reports.

17. Appendix X(a) and Appendices XI, XXII, XXIII, under the Circular no. 210/2012/TT-BTC dated 30 November 2012 by Minister of Finance on guidelines for establishment and operation of securities companies, are added and amended, respectively.

18. Article 38 of the Circular no. 210/2012/TT-BTC dated 30 November 2012 by Minister of Finance on guidelines for establishment and operation of securities companies is abrogated.

Article 2. Enforcement

1. This Circular comes into force as of 15 March 2016. Previous regulations contrary to this Circular are nullified.

2. In 01 years after this Circular takes effect, securities companies whose equity is lower than the legal capital specified for business lines being licensed must implement measures necessary and legitimate to sustain the equity on par with the legal capital as defined in this Circular. Moreover, securities companies must revise their charters according to the sample in Appendix XI of this Circular.

3. Minister of Finance shall decide amendments and supplements to this Circular.

APPENDIX X(a)

THE APPLICATION FORM FOR THE APPROVAL OF THE OUTWARD INVESTMENT OR THE ESTABLISHMENT OF THE OVERSEAS BRANCH OR REPRESENTATIVE OFFICE
(Under the Circular No. 07/2016/TT-BTC dated 18 January 2016 by Minister of Finance)

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness

....., … … … [date]

THE FORM OF APPLICATION BY THE SECURITIES COMPANY FOR THE OUTWARD INVESTMENT OR THE ESTABLISHMENT OF THE OVERSEAS BRANCH OR REPRESENTATIVE OFFICE

To: State Securities Commission

The applicant is:

-... securities company (full name in capital letters)

- License for establishment and operation n^o … as issued by the State Securities Commission on … … … [date]

- Main address:

- Telephone: ....                          Fax:

We petition for the State Securities Commission’s approval of our outward investment or establishment of our overseas branch or representative office:

For the establishment of an overseas branch or representative office

- Name of the country where the overseas branch or representative office expectedly locates

- Name of the overseas branch or representative office: …

- Address of the overseas branch, transaction office or representative office: ..........

- Level of capital investment: …

- Activities and scope:

For an outward investment

- Name of the country where the investment is expectedly made: ..........................

- Name of the organization that the investment is intended for: ...

- Address of the organization that the investment is intended for: ..........

- Level of investment: … Ratio of capital contribution: .......................

- Field of investment: …

- Form of investment: .........................

Financial information after the overseas branch or representative office is established or the outward investment is made (as shown in the financial statement and financial safety ratio report audited or examined):

- Financial safety ratio: .........

- The equity less the capital allotment or investment:

Reason(s) for the outward investment or the establishment of the overseas branch or representative office: ............

We undertake to assume legal liabilities for the accuracy of this letter of application and documents enclosed.

APPENDIX XI

A SECURITIES COMPANY’S MODEL CHARTER
(Under the Circular No. 07/2016/TT-BTC dated 18 January 2016 by Minister of Finance)

CHARTER

… JOINT-STOCK/ LIMITED LIABILITY SECURITIES COMPANY

….. [Name of the company]

… [place], … … … [date]

TABLE OF CONTENTS

Legal foundation

Chapter I. General provisions

Article 1. Terminology

Article 2. Name, legal constitution, office, operational network and duration of the Company

Article 3. Legal representative

Article 4. Scope of business

Article 5. Objectives

Article 6. Principles of operation

Article 7. Rights

Article 8. Duties

Article 9. Prohibition and restriction

Chapter II Charter capital, share/ capital contribution; shareholder/ member/ owner

Volume 1. Charter capital, share/ capital contribution

Article 10. Charter capital

Article 11. Types of shares (for joint-stock companies)

Article 12. Member/ shareholder register

Article 13. Stocks (applicable to joint-stock companies)

Article 14. Transfer of capital contribution/ share

Article 15. Repurchase of capital contribution/ share

Article 16. Methods for increase or decrease of charter capital

Volume 2. Owner/ founding members/ founding shareholders; rights and duties of the owner/ members/ shareholders

Article 17. Information on the Owner/ founding members/ founding shareholders

Article 18. Rights of the Owner/ members/ shareholders

Article 19. Duties of the Owner/ members/ shareholders

Article 20. Representatives mandated by the owner/ members/ shareholders that is (are) organization(s)

Chapter III. Corporate Management

Volume 1. Management of the joint-stock company

Article 21. Corporate management system

Article 22. Powers of the General shareholders’ meeting

Article 23. Assemblage of the General shareholders’ meetings

Article 24. Agenda and details of the General shareholders’ meeting

Article 25. Conditions for the occurrence of the General shareholders’ meeting

Article 26. Procedures of the General shareholders’ meeting

Article 27. Decisions by the General shareholders’ meeting

Article 28. Effect of resolutions by the General shareholders’ meeting

Article 29. Record of the General shareholders’ meeting

Article 30. Rights and duties of the Board of directors

Article 31. Quantity, formation and incumbency of the Board of directors

Article 32. Nomination, criteria and requirements for members of the Board of directors

Article 33. Independent members of the Board of directors

Article 34. Chairman of the Board of directors

Article 35. Board of directors’ conclaves and meeting records

Article 36. Dismissal, deposition and addition of members of the Board of directors

Article 37. Board of directors' committees for internal audit and risk management

Article 38. Formation and incumbency of the Executive Board (Chief Executives Board); rights and duties of the Director (General Director) and members of the Executive Board (Chief Executives Board)

Article 39. Criteria and requirements for the Director (General Director)

Article 40. Dismissal or deposition of the Director (General Director)

Article 41. Internal control and risk management divisions of the Executive Board (Chief Executives Board)

Article 42. Quantity, incumbency and structure of members the Control Committee

Article 43. Rights and duties of the Control Committee

Article 44. Control Committee's operation and assembly

Article 45. Criteria and requirements for Controllers

Article 46. Dismissal and deposition of members of the Control Committee

Volume 2. Management of the limited liability company

Article 47. Corporate management system

Article 48. Rights and duties of the Members' council

Article 49. Meetings of the Members’ council

Article 50. Requirements and procedures for the meetings of the Members’ council

Article 51. Decisions by the Members’ council

Article 52. Record of the meetings of the Members’ council

Article 53. Chairman of the Members’ council

Article 54. Divisions for internal audit and risk management under the Members’ council

Article 55. Formation, duties and powers of the Executive Board (Chief Executives Board)

Article 56. Criteria and requirements for the Director (General Director)

Article 57. Dismissal or deposition of the Director (General Director)

Article 58. Internal control and risk management divisions of the Executive Board (Chief Executives Board)

Article 59. Quantity, formation and incumbency of the Control Committee

Article 60. Rights and duties of the Control Committee/ Controllers

Article 61. Control Committee's operation and meeting

Article 62. Criteria and requirements for members of the Control Committee

Article 63. Dismissal and deposition of members of the Control Committee

Chapter IV. Handling of relationships with partners

Article 64. Potential disputes

Article 65. Settlement of disputes

Article 66. Mandatory approval of contracts and transactions

Article 67. Reporting and announcement

Chapter V. Financial and accounting management

Article 68. Fiscal year

Article 69. Accounting system

Article 70. Audit

Article 71. Principles for distribution of profit

Article 72. Settlement of business losses

Article 73. Establishment of statutory funds

Chapter VI. Extension of duration, restructuring, dissolution and bankruptcy

Article 74. Extension of duration

Article 75. Restructuring

Article 76. Dissolution

Article 77. Bankruptcy

Chapter VII. Amendment and supplement to the Charter

Article 78. Supplement and amendment to the Charter

Chapter VIII. Effect of the Charter

Article 79. Date of effect

LEGAL FOUNDATION

Pursuant to:

- Companies Law No. 68/2014/QH13 passed by the National Assembly of the Socialist Republic of Vietnam on 26 November 2014 and written guidelines for the enforcement of the Companies Law;

- Securities Law No. 70/2006/QH11 passed by the National Assembly of the Socialist Republic of Vietnam on 29 June 2006, and the Law on amendments and supplements to certain articles of the Securities Law, which was passed by the National Assembly on 24 November 2010 and written guidelines for the enforcement of the Securities Law;

- Decisions by the General shareholders’ meeting/ Members’ Council of … [company] via the Resolution No. … dated …,

Chapter I

GENERAL

Article 1. Terminology

1. In this Charter, the following terminologies pertain:

a) "Company” means ... Joint-stock/ Limited liability Securities Company. (The company’s full name in Vietnamese);

b) “Charter capital” refers to total value of capital that the owner has contributed/ total worth of capital contributions from members/ total worth, by face value, of shares issued, paid in full by shareholders and recorded in the company’s Charter;

c) “Securities Law” comprises the Securities Law passed by the National Assembly of the Socialist Republic of Vietnam on 29 June 2006 and the Law on amendments and supplements to certain articles of the Securities Law, which was passed by the National Assembly on 24 November 2010;

d) “Companies Law" means the Companies Law No. 68/2014/QH13 passed by the National Assembly of the Socialist Republic of Vietnam on 26 November 2014;

e) “Corporate management” includes members of the Members’ council, members of the Board of directors, members of the Executive Board (Chief Executives Board), branch directors and competent managerial individuals who seal the Company’s deals on the Company’s behalf according to this Charter;

f) “Concerned entities" refer to people or organizations connected according the Securities Law and Companies Law;

g) “Vietnam” is the Socialist Republic of Vietnam;

h) “SSC" stands for the State Securities Commission;

i) … (Other terminologies defined by the company).

2. In this Charter, a reference to one or some regulations or documents shall comprise amendments to or replacements of such provisions or documents.

3. Titles (in chapters and articles of the Charter) facilitate comprehension and do not alter meanings and contents of the Charter.

4. Terminologies defined in the Companies Law and Securities Law shall bear similar meaning in this Charter unless otherwise construed for various subjects or in various contexts.

Article 2. Name, constitution, offices, operational network and duration of the Company

1. Name of the Company:

a. Full name in Vietnamese:

b. Name in English:

c. Trading name:

d. Abbreviated name:

2. Legal constitution of the Company:

Single-member limited liability company/ Limited liability company with two members or more/ Joint-stock company are incorporated and operated according to the Securities Law.

3. Corporate offices:

a. Main address: (Specify the number, street, ward, district, city, province)

b. Telephone:                                     Fax:                                      Email:

c. Web address:

4. Operational network:

a. The company can have branches, transaction offices and representative offices to fulfill its objectives in conformity to decisions by the Owner/ Board of directors/ Members' council in compliance with the laws;

b. Branches, transaction offices and representative offices are direct units of the Company that assume all liabilities for activities of its branches, transaction offices and representative offices;

c. The company only trades in securities and provides securities-related services at the head office, branches and transaction offices that have been approved by the SSC;

d. Names of branches, transaction offices and representative offices must contain the Company's name, phrases such as "branch, transaction office or representative office", and distinctive name.

5. Duration:

The duration of the Company shall commence on the date of incorporation and last in ... year(s)/ be unlimited, unless otherwise terminated early or extended according to this Charter.

Article 3. Legal representative

1. The legal representative of the Company is the person, on the Company’s behalf, executing the Company’s rights and duties arising from its transactions, representing the Company as a defendant, plaintiff and bearer of relevant interests and duties before an Arbitral tribunal or a Court, and handling other rights and duties as per the laws.

2. The legal representative of the Company is:

a. The legal representative’s title: …

b. The legal representative’s rights: .................

c. The legal representative’s responsibilities and duties: .............

3. When the legal representative exits Vietnam, he has to commission another person in writing to enforce the legal representative’s rights and missions. In such event, the legal representative bears the same liabilities for the enforcement of rights and missions that were mandated.

4. If the term of commission as per Section 3 of this Article expires but the legal representative is still absent from Vietnam and does not give any other mandates, the person mandated shall carry on the legal representative’s rights and missions within the scope of commission until the legal representative’s resumption of work at the Company or until the appointment of another legal representative by the Owner/ Members’ Council/ Board of directors.

5. If the legal representative is not present in Vietnam for over 30 days but does not commission another person to carry out the legal representative's rights and missions, the Members' council/ Owner/ Board of directors shall appoint another legal representative. The same consequence applies if the legal representative is deceased, missing, held in detention, sentenced to incarceration or deprived of legal capacity.

6. For limited liability companies with two members: If a member, as a natural person and legal representative of the Company, is held in detention, is sentenced to prison, absconds from current residential place, is missing or deprived of legal capacity or is stripped by a Court of occupational permissions against his smuggling, production of counterfeit goods, illegal business, tax evasion, customer fraud and other crimes as per the laws, the other member shall automatically become the legal representative until the Members’ council issues a decision on the legal representative.

7. In special events, a Court may designate a legal representative for the Court’s proceedings.

 (Notes: If the company has more than one legal representative, its Charter must stipulate each legal representative’s responsibilities and duties and indicate the legal representative registered to provide documents and handle matters with the State Securities Commission. Moreover, it must indicate the bonds between legal representatives, transfer of responsibilities among legal representatives in case that a legal representative is absent from Vietnam, absconds from current residential place, remains in detention, receives prison sentence, relinquishes or lacks legal capacity or loses occupational permissions, etc.)

Article 4. Scope of business

1. The company’s business lines include (select one, some or all of these business lines according to the license for establishment and operation as issued by the SSC);

a. Securities brokerage;

b. Proprietary trading of securities;

c. Securities underwriting;

d. Securities investment consultancy.

2. Apart from securities-related business lines as stated in Section 1 of this Article, the Company can provide services for securities depository, financial consultancy, mandated management of investors’ securities trading accounts and other financial services as per the Ministry of Finance’s regulations.

3. The company can add or remove one or some business lines as stated in Section 1 of this Article upon the SSC’s approval.

Article 5. Objectives

The company’s objectives comprise: …

Article 6. Principles of operation

1. Abidance by the laws on securities and stock markets and relevant laws.

2. Fair and honest performance of business activities.

3. Issuance of procedures for professional operations, internal control and risk management, code of ethics pertinent to the Company’s business lines.

4. Maintenance of human resources, capital and facilities necessary for securities business and compliance with the laws.

5. Separation of work space, personnel, data systems and reports of specialized divisions in order to prevent conflicts of interest between the Company and clients and among customers. The company must inform clients in advance of possible conflicts of interest, which involve the Company, practitioners and clients.

6. Appointment of securities practitioners according to business lines. Securities practitioners who perform proprietary trading of securities shall not concurrently act as securities brokers.

7. Elucidation of analysis grounds and information sources for price forecast or recommendations on transactions related to a particular security, given on mass media.

8. … (Other principles defined by the company according to the laws).

Article 7. Rights of the Company

1. Every right stated in the Companies Law, which does not contradict to the Securities Law.

2. Provision of securities services and financial services according to the laws.

3. Collection of fees according to the Ministry of Finance’s regulations.

4. Prioritization of local workers, maintenance of workers' rights and benefits as per the Labor Law, and recognition of the right to organize trade unions as per the laws.

5. … (Other rights defined by the company as per current laws).

Article 8. Duties of the Company

1. General principles:

a. Fulfill all duties as prescribed in the Companies Law;

b. Establish systems for internal audit, internal control, risk management, supervision and preclusion of interest conflicts inside the Company and in transactions with concerned entities;

c. Conform to corporate management principles as per the laws and the company’s Charter;

d. Comply with financial safety regulations defined by the Ministry of Finance;

e. Purchase occupational liability insurance for the Company’s securities business or establish investor protection funds to make amends for investors’ damage caused by technical errors or employees’ mistakes;

f. Retain full papers and accounts that reflect accurate details of transactions performed by clients and the Company;

g. Sell securities or, upon its possession of no securities, facilitate clients’ sale of securities and lend securities to clients for their sale of such securities according to the Ministry of Finance's regulations;

h. Abide by the Ministry of Finance’s regulations on securities business transactions;

i. Carry out schemes for accounting, audit, statistics and financial duties as per relevant laws;

j. Announce information, make reports and retain documents as per the Companies Law, Securities Law and written guidelines;

k. Contribute to the payment support fund as regulated;

l. … (Other principles defined by the company according to current laws).

2. Duties towards shareholders/ members:

a. Differentiate responsibilities of the General shareholders’ meeting/ Members’ council and of the Board of directors, Chairman of the Board of directors/ Members’ council, and Control committee for proper management as per the laws;

b. Establish a communications system for shareholders/ members to assure full information and equality given to shareholders/ members, and maintain legitimate rights and benefits of shareholders/ members;

c. Perform none of the following actions:

- Make commitments on earnings and profits for members/ shareholders (except for shareholders possessing preferred stock);

- Hold shareholders’/ members’ interests and earnings from shares/ capital contributions in illegal manners;

- Provide finances or guarantee to shareholders/ members in direct or indirect manners; make loans in any manners to major shareholders, members of the Control committee, members of the Board of directors/ Members’ council, members of the Executive Board (Chief Executives Board), chief accountant or managerial individuals appointed by the Board of directors and their related people;

- Generate earnings for shareholders/ members through repurchase of their shares/ capital contributions in manners contrary to the laws;

- Violate the rights of shareholders/ members, such as ownership, freedom of choice, business equality, access to information, and other legitimate rights and interests;

d. … (Other duties defined by the company according to current laws).

3. Duties towards clients:

a. Maintain credibility towards clients and commit no violation of clients’ possessions, legitimate rights and benefits;

b. Manage each client’s money and securities separately and segregate clients’ money and securities from those of the Company. The company must conduct every of clients’ pecuniary transactions must through a bank. Misuse none of clients’ assets under the Company's mandated management and clients’ payments and securities deposited in the Company;

c. Engage in written contracts with clients for provision of services, give adequate and equitable information to clients when providing services;

d. Give proper counsels to clients, subject to their information collected with great efforts: Gather and seek information on clients’ financial conditions, investment goals, risk tolerance, profit expectation and updates as per the laws. Assure that the Company’s recommendations and counsels on clients’ investments correspond with each client;

e. Assume liabilities for the reliability of information given to clients. Assure that clients’ investment decisions consider information adequately provided, including details and risks of products and services. Fraud and announcement of false information are prohibited in any manners;

f. Exercise caution and generate no interest conflict with clients. The company must inform clients in advance of ineluctable circumstances and implement measures necessary to maintain equality for clients;

g. Prioritize clients’ orders over the Company’s;

h. Establish a unit specialized in communicating with clients and handling their inquiries and complaints;

i. Fulfill duties towards clients in the best manners;

j. Maintain confidentiality of clients’ information:

- The company is responsible for maintaining confidentiality of information on clients' securities ownership and money and for rejecting investigation, blockade, seizure or extraction of clients' possessions without clients' permission;

- This provision shall not apply in the following events:

+ Auditors audit the Company’s financial statements;

+ Competent governmental authorities request information.

k. … (Other duties defined by the company according to current laws).

Article 9. Prohibition and restriction

1. The company is:

a. Not permitted to provide opinions or commitments to clients on earnings or profits attainable from their investments or to guarantee clients’ safety against losses except for investments in securities that generate fixed incomes;

b. Not permitted to negotiate or fix interest rate or share profit/ loss with clients to attract them into transactions;

c. Not permitted to directly or indirectly establish locations rather than those approved by the SSC for signing of contracts, receipt and processing of securities orders or settling payments for securities with clients;

d. Not permitted to take orders and process payments with individuals who do not own the related accounts without clients’ written proxy;

e. Not permitted to use clients’ names or accounts to register or transact securities;

f. Not permitted to appropriate clients’ securities or money or withhold their securities by depositing them under the Company’s name;

g. Not permitted to disclose clients’ information without their permission or without requests from competent governmental authorities;

h. Not permitted to perform actions that lead to clients’ and investors’ misapprehending securities prices;

i. Contracts for opening of securities accounts do not arrange the Company’s evasion of legal duties, limit the Company’s compensations, shift the Company’s risks to clients, force clients to incur unfair liabilities for restitution or stipulate clients’ unjust disadvantages;

j. … (Other provisions defined by the company as per current laws).

2. For securities practitioners:

a. Unless appointed to be the representative for capital contributions or to hold position in the corporate leadership of the organization owning the Company or receiving investments from the Company, a securities practitioner shall not:

- Work concurrently for another organization that has proprietorial relation with the Company;

- Work concurrently for another securities company or fund management company;

- Hold a concurrent position of Director (General Director) in an organizing listing securities or making public offering(s);

b. Open securities account(s), if any, on his name elsewhere but not in the Company. This clause does not apply when the Company is not a member of a Stock Exchange;

c. Securities practitioners, when conducting the Company’s professional operations, shall represent the Company to handle clients' transactions and the Company must be held liable for all of its securities practitioners’ activities. Use money and securities from clients' accounts without the Company’s authorization that derives from clients’ written commission;

d. … (Other provisions defined by the company as per current laws).

3. For members of Board of directors/ Members’ council, Head of the Control Committee and members of the Executive Board (Chief Executives Board):

a. Members of Board of directors/ Members’ council of the Company shall not concurrently participate in a Board of directors or Members' council or hold position of Director (General Director) in another securities company;

b. Head of the Control Committee shall not concurrently be a member of a Control Committee or manager in another securities company;

c. Director (General Director) and Vice Director (Deputy General Director) shall not concurrently work for another securities company or fund management company or another company. Director (General Director) shall not participate in a Board of directors or Members’ council of another securities company;

e. … (Other provisions defined by the company as per current laws).

Chapter II

CHARTER CAPITAL, SHARE/ CAPITAL CONTRIBUTION; SHAREHOLDER/ MEMBER/ OWNER

Volume 1

CHARTER CAPITAL, SHARE/ CAPITAL CONTRIBUTION

Article 10. Charter capital

The charter capital of the Company is … VND (in word: ……..).

Article 11. Types of shares (for joint-stock companies)

1. Total quantity of shares from the company’s Charter capital is …   Face value of a share is … Vietnam dongs.

2. Types of the Company’s shares:

a. Ordinary share: … shares;

b. Voting preference share: … … shares;

c. Dividend preference share: … … shares;

d. Redeemable preference shares: ... … shares;

e. Preferred … share: ... … shares (as defined by the company according to the laws).

3. Eligible buyers of preferred shares:

4. Ordinary share cannot be converted to preferred share. Preferred share can be converted to ordinary share according to decisions by the General shareholders' meeting. The general shareholders‘ meeting shall endorse the approach and ratio of conversion as per the laws.

5. Characteristics of share types:

a. Ordinary share: A joint stock company must have ordinary shares. A holder of ordinary shares is an ordinary shareholder. One ordinary share gives one vote;

b. Voting preference share: One share of this type gives more votes than an ordinary share. One voting preference share gives … votes. Only organizations authorized by the government and founding shareholders are entitled to hold voting preference shares. Holders of voting preference shares cannot transfer such shares to other entities. Founding shareholders’ voting preference shall only be effective in three (03) years’ time upon the Company’s receipt of the license for establishment and operation. Founding shareholders’ voting preference shares, upon the expiration of such time, shall be converted to ordinary shares;

c. Dividend preference share: This type of share pays higher dividend than ordinary share or pays steady dividend on annual basis. Annual dividend comprises fixed dividend and bonus dividend. Fixed dividend is not dependent on the Company’s business result. Fixed dividend level and bonus dividend determination method shall be inscribed on the dividend preference share;

d. Redeemable preference shares: This type of share stipulates the Company’s refund of capital contributions to shareholders at the latters’ request or according to requirements inscribed on the share.

Article 12. Member/ shareholder register

1. The company must create and maintain a register of members/ shareholders upon the issuance of the license for establishment and operation.

2. Such member/ shareholder register must contain essential information as per the Companies Law.

3. A register of members/ shareholders is made in the form of: A document, an electronic file or both (at the company's discretion).

4. The register of members/ shareholders shall be retained at the Company’s head office or Vietnam Securities Depository Center (for the register of shareholders).

5. Chairman of the Members’ council or Board of directors (if the company’s stocks are not centrally deposited in Vietnam Securities Depository Center) shall be held responsible for timely and full asseveration of the registration of members' contributions/ shareholders' shares. Furthermore, the chairman shall be held responsible for the retention and accuracy of the register in order to preclude any damage to members/ shareholders or a third party due to failure of such duty.

6. … (Other provisions defined by the Company as per current laws).

Article 13. Stock (for joint-stock companies)

1. Stock is a certificate that the Company issues and records shareholders’ ownership of one or certain amount of shares in the Company in book entry or electronic database.

2. Stock must bear essential information as per the Companies Law. Errors in the content and format of stocks that the Company has issued contain errors shall not affect holders’ benefits and rights. The company’s legal representative shall be held liable for damage caused by such errors.

3. Shareholders can request the Company to reissue stocks lost, ruined or damaged in other manners according to the Companies Law.

Article 14. Transfer of capital contributions/ shares

1. For single-member limited liability companies:

The company can transfer parts or all of its charter capital three (03) years after the issuance of the license for establishment and operation.

2. For limited liability companies with two members or more/ joint-stock companies:

a. Capital contributions/ shares in the Company are transferrable, except for transfer restriction circumstances as defined in the Companies Law, Securities Law and this Charter;

b. Founding members/ founding shareholders cannot transfer their capital contributions/ shares in three (03) years’ time upon incorporation. However, transfers among founding members/ founding shareholders of the Company are permissible. Moreover, the transfer of their ordinary shares to entities who are not founding members/ founding shareholders must acquire the approval of the Members' council/ General shareholders' meeting and abide by the laws. Such transfers must maintain founding members’/ founding shareholders’ ratio of holdings as per current laws. Upon the expiration of such time, restrictions imposed on founding members’ capital contributions/ founding shareholders’ ordinary shares shall be lifted. Transfer restrictions against founding members/ founding shareholders shall only apply to capital contributions/ shares purchased upon the incorporation of the Company.

3. Transactions altering the ownership of shares or capital contributions that make up 10% or more of the existing charter capital, and for transactions that fluctuate the ownership ratio of shareholders or contributors above or below 10%, 25%, 50%, 75% of the Company’s existing charter capital must obtain the SSC’s approval, except for the Company’s stocks listed or traded in a Stock Exchange (for joint-stock companies) or transfers ruled by a Court.

Article 15. Repurchase of capital contributions/ shares

1. The company shall only buy back capital contributions/ shares upon the satisfaction of requirements and repurchase ratio as per the laws.

2. Events of repurchase of capital contributions/ shares

a. Repurchase requested by members/ shareholders:

Members/ shareholders are entitled to requisition the Company’s buyback of their capital contributions/ shares if they dissent from decisions by the Members’ council/ General shareholders’ meeting on: Corporate restructuring, amendments and supplements to the company’s Charter regarding the rights and duties of members of the Members’ council and shareholders’ duties and rights. Requisitions for repurchase of capital contributions/ shares must be presented in writing to the Company in … working days upon the Members’ council’s/ General shareholders’ meeting’s validation of decisions on such matters.

b. Repurchase at the Company's discretion (for joint-stock companies):

The company can buy back ordinary shares and dividend preference shares that have been sold. Ratio, approach and formalities of share repurchase shall be subject to the laws on securities and securities market.

Article 16. Approach to adjustment of charter capital

1. The company, when launching its official operations, can adjust the charter capital according decisions by the Owner/ Members’ council/ General shareholders’ meeting in conformity to current laws.

2. Approach to increase of the company’s Charter capital:

a. For limited liability companies:

- Members’/ Owner's additional capital contributions;

- New members’ capital contributions;

- Delivery of undistributed profit or valid funds as per the laws;

- Conversion of debts to capital contributions as per agreements between the company and creditors.

b. For joint-stock companies:

- Issuance of shares for capital mobilization as per the laws;

- Delivery of undistributed profit or valid funds as per the laws;

- Conversion of bonds to shares;

- Scrip issue or issuance of bonus shares;

- Conversion of debts to capital contributions as per agreements between the company and creditors.

3. The decrease of the charter capital is subject to decisions by the Members’ council/ General shareholders’ meeting provided that legal capital requirements after capital reduction are met as per current regulations.

Volume 2

OWNER/ FOUNDING MEMBERS/ FOUNDING SHAREHOLDERS; RIGHTS AND DUTIES OF OWNERS/ MEMBERS/ SHAREHOLDERS

Article 17. Information on the Owner/ founding members/ founding shareholders

1. The owner of the Company (for single-member limited liability companies)

a. Name of the owner:

b. Nationality:

c. License for establishment/ Certificate of business registration:

d. Main address:

e. Basic characteristics:

2. Founding members/ founding shareholders (for limited liability companies with two members or more and for joint-stock companies):

a. Founding shareholders/ founding members are buyers of shares/ capital contributors who conduced to preparing, ratifying and signing the initial charter of the Company.

b. Basic information of founding members/ founding shareholders:

- Name:

- Permanent address:

- Nationality:

- License for establishment/ Certificate of business registration (for juridical person) or Identification Card (for natural person): ... date of issue: ... place of issue: ....

- Value and ratio of capital contributions by founding members (for limited liability companies with two members or more); quantity and value of shares by face value, ratio of holdings, share type, quantity of authorized shares by share type for each founding shareholder (for joint-stock companies).

c. Founding members/ founding shareholders must jointly hold minimum capital contributions/ shares at …% of the charter capital. Founding shareholders/ founding members, which are banks, insurance companies or foreign organizations as per the laws, must maintain their minimum ratio of holdings at …% of the charter capital in three (03) years upon incorporation.

Article 18. Rights of the owner/ members/ shareholders

1. Rights of the company's owner (for single-member limited liability companies)

a. Make decisions on details of the company’s Charter and its amendments and supplements;

b. Make decisions on the Company's annual development strategies and business plans;

c. Make decisions on the Company’s organizational structure, appointment, dismissal and deposition of managerial personnel;

d. Make decisions on investment and development projects;

e. Make decisions on solutions for market development, marketing and technology;

f. Ratify contracts for lending or borrowing and for ... (at the Company’s discretion), whose value reaches or exceeds ...% of total value of assets as shown in the Company's latest financial statement;

g. Make decisions on the sale of assets whose worth reaches or exceeds …% of total value of assets as shown in the Company’s latest financial statement;

h. Make decisions on the increase of the company’s Charter capital, partial or full transfer of its charter capital to other organizations;

i. Make decisions on the establishment of subsidiaries or contributions to other companies' capital;

j. Organize the supervision and evaluation of the Company’s business activities;

k. Make decisions on the use of profits upon the fulfillment of taxes and financial duties of the Company;

l. Make decisions on the restructuring, dissolution and bankruptcy of the Company;

m. Reclaim the Company's assets upon the completion of its dissolution or bankruptcy;

n… (Other provisions defined by the Company as per current laws).

2. Members’ rights (for limited liability companies with two members or more)

a. Participate in meetings of the Members’ council, discuss, propose and vote on matters within its powers;

b. Have the amount of votes in correlation with the value of capital contributions;

c. Receive the distributed part of the profit in proportion to the value of capital contributions after the Company fulfills taxes and financial duties as per the laws;

d. Receive the divided part of the Company’s remaining assets after its dissolution or bankruptcy;

e. Have priority to make additional contributions to the company’s Charter capital, when increased;

f. Determine their capital contributions by making partial or full transfer or donation or activities as per the laws;

g. File civil lawsuits, by themselves or on the Company’s behalf, against the chairman of the Members’ council, Director (General Director), legal representative and managerial personnel as per the Companies Law;

h. Members or group of members holding at least …% of the charter capital possess these additional rights, unless otherwise stated in Section i of this Article:

- Convene the Members’ council to settle intra vires matters;

- Inspect, examine and consult transaction journals, accounting journals and annual financial statements;

- Inspect, examine, consult and photocopy the member register, meeting records and written resolutions of the Members’ council and other documents of the Company;

- Request a Court to negate a resolution of the Members' council in 90 days upon the end of a conclave of the Members' council if the procedures or conditions of such meeting or the content of such resolution does not comply or correspond with the Companies Law and the company’s Charter.

i. If a member of the Company holds over 90% of the charter capital (and the Company does not stipulate rights for holders of less than 10%), the remaining member(s) shall automatically has (have) the rights defined in Point h of this Section;

j. … (Other rights defined by the Company as per current laws).

3. Shareholders’ rights (for joint-stock companies):

a. Ordinary shareholders’ rights:

- Participate and speak in the General shareholders’ meetings and exercise their voting rights directly or via delegate(s) or in other manners as per the laws and the company’s Charter. Each ordinary share generates one vote;

- Receive dividend(s) as specified by the General shareholders' meeting;

- Examine, consult and extract information from the list of shareholders entitled to vote, and request amendments to incorrect details;

- Examine, consult, transcribe or photocopy the company’s Charter, journal of the General shareholders' meeting records and resolutions of the General shareholders’ meeting;

- Transfer their shares to other entities, unless otherwise stated in the Companies Law and this Charter;

- Have the priority right to purchase an amount of newly offered shares in proportion to the ordinary share ratio of each shareholder in the Company;

- Retrieve part(s) of remaining assets in proportion to their shares in the Company upon the dissolution or bankruptcy of the Company;

- Shareholders or group of shareholders holding at least …% of total ordinary shares in at least 06 consecutive months shall have the following rights:

+ Nominate individuals into the Board of directors and the Control Committee.

+ Examine and transcribe the journal of records of the Board of directors’ meetings and resolutions, half-year and annual financial statements made according to the Vietnam accounting system, and the Control Committee’s reports;

+ Convene the General shareholders’ meetings in these circumstances:

· Board of directors commits serious breach of shareholders’ rights or managerial duties or issue ultra vires decisions;

· An election of a new Board of directors has not occurred though the incumbency of the current Board of directors exceeds 06 months;

· …. (Other circumstances defined by the Company as per the laws).

 (A assemblage of a General shareholders’ meeting must be executed in writing and indicate full names, permanent addresses, citizen identification card numbers or ID card numbers, passport numbers or other valid identity papers for natural persons holding shares; names, company numbers or establishment decision numbers, main business addresses for organizations holding shares; quantity of shares and share registration time for each shareholder, total amount of shares for groups of shareholders and ratio of holdings to total shares in the company, grounds and reasons for such assemblage of a General shareholders' meeting. Documents and evidences of the Board of directors' violations, degree of infringement or ultra vires decisions must be enclosed).

+ Requisition the Control Committee to inspect each particular matter related to corporate management, when deemed necessary. Such requisition must be executed in writing and indicate full names, permanent addresses, nationality, citizen identification card numbers or ID card numbers, passport numbers or other valid identity papers for natural persons holding shares; names, permanent addresses, nationality, company numbers or establishment and operation license numbers for organizations holding shares; quantity of shares and share registration time for each shareholder, total amount of shares for groups of shareholders and ratio of holdings to total shares in the company, matters to be inspected and purposes of the inspection;

+ ... (Other rights defined by the Company as per current laws).

- Shareholders or groups of shareholders holding at least 1% of total ordinary shares in 06 consecutive months are entitled to, by themselves or on the Company’s behalf, file civil lawsuits against members of the Board of directors, Director (General Director) in circumstances as defined by the laws. Procedures for such lawsuits are governed by the laws on civil procedure.

- .... (Other rights defined by the Company as per current laws).

b. Rights of holders of voting preference shares:

- Vote on matters within the powers of the General shareholders’ meeting with the number of votes as prescribed in Article … of this Charter;

- Ordinary shareholders' rights, except for the right to transfer voting preference shares to other entities.

c. Rights of holders of dividend preference shares:

- Receive dividend(s) as per Article … of this Charter;

- Receive part(s) of remaining assets in proportion to their ratio of holdings after the Company's settlement of all debts and redeemable preference shares upon its dissolution or bankruptcy;

- Ordinary shareholders’ rights, except for the rights to vote, to attend the General shareholders’ meetings and to nominate individuals to the Board of directors and the Control Committee.

d. Rights of holders of redeemable preference shares:

- Retrieve contributions from the Company according to Article … of this Charter;

- Ordinary shareholders’ rights, except for the rights to vote, to attend the General shareholders’ meetings and to nominate individuals to the Board of directors and the Control Committee.

Article 19. Duties of the Owner/ members/ shareholders

1. Duties of the Owner (for single-member limited liability companies):

a. Make adequate contributions to the company’s Charter capital in timely manner;

b. Conform to the company’s Charter;

c. Determine and differentiate the Owner's property with the Company's assets;

d. Conform to the laws on contracts and relevant laws on purchase, sale, loan, borrowing, lease, rent and other transactions between the Owner and the Company;

e. The company’s owner can only withdraw contributions by transferring parts or all of the charter capital to other entities. If partial or full withdrawal(s) is (are) executed in other manners, the Owner and concerned entities shall be jointly liable for the Company’s debts and asset-related duties;

f. The owner cannot take profit(s) when the Company does not settle mature debts and asset-related duties;

g. Perform other duties as defined in the Companies Law and the company’s Charter.

2. Members’ duties (for limited liability companies with two members or more)

a. Make adequate and timely capital contributions as per commitments and assume liabilities for the Company’s debts and asset-related duties in proportion to their capital contributions;

b. Withdraw no contributions given to the Company in any manners, unless otherwise stated in the Companies Law;

c. Conform to the company’s Charter;

d. Abide by decisions by the Members’ council;

e. Members holding at least ten percent (10%) of the company’s Charter capital and related individuals cannot own more than five percent (5%) of total shares or capital in another securities company. Such members cannot exploit their superiority to impair the rights and interests of the Company and other members. Furthermore, they must inform the Company of certain circumstances as per the laws in timely and adequate manners;

f. Assume personal liabilities when committing these acts on the Company’s behalf:

- Breach of laws;

- Undertaking of business activities or transactions that do not benefit the Company and cause damage to other entities;

- Repay debts not yet due in case of financial risks that may affect the Company;

g. Execute other duties according to the laws.

3. Shareholders’ rights (for joint-stock companies):

a. Make full and timely payments for the shares undertaken and assume liabilities for the Company’s debts and asset-related duties in proportion to their investments; Capital contributions into the Company cannot be withdrawn in any manners, except for repurchases done by the Company or other entities according to the laws. If a shareholder withdraws part(s) or all of his share capital contributed in violation of this Section, such shareholder and related individuals in the Company shall be jointly liable for the Company’s debts and asset-related duties in proportion to the value of shares withdrawn and damage caused;

b. Abide by the Charter and Internal management regulations of the Company;

c. Conform to decisions by the General shareholders’ meeting and Board of directors;

d. Perform other duties as defined in the Companies Law, Securities Law and the company’s Charter.

Article 20.  Representatives mandated by the owner/ member/ shareholder

1. A representative mandated by the owner/ member/ shareholder shall be a natural person delegated in writing to, on behalf of the Owner/ member/ shareholder, execute rights and duties as per the laws and the company’s Charter.

2. The appointment of a mandated representative is governed by …

3. If the owner/ member/ shareholder, which is an organization, mandates several representatives, each representative’s capital contributions/ shares must be specified. If the owner/ member/ shareholder does not determine each mandated representative’s capital contributions/ shares, each of them shall represent an equal amount of capital contributions/ shares.

4. A mandated representative must satisfy criteria and requirements as defined in …

5. The appointment, removal or replacement of a mandated representative shall be notified to the Company in writing and take effect only upon the Company’s receipt of such notification. A written mandate must contain essential information as per the Companies Law.

6. Responsibilities of a mandated representative

- A mandated representative shall, on behalf of the owner/ member/ shareholder, execute the rights and duties of the owner/ member/ shareholder in the Members’ council/ General shareholders’ meeting according to the laws. Every limitation that the owner/ member/ shareholder imposes on a mandated representative in the latter's execution of the former's relevant rights and duties in the Members' council or General shareholders’ meeting shall have no effect on a third party;

- A mandated representative shall be responsible for attending all meetings of the Members’ council/ General shareholders' meeting, for executing rights and duties mandated with integrity, prudence and best practices, and for protecting legitimate interests of the owner/ member/ shareholder giving the mandate;

- A mandated representative shall be liable before the owner/ member/ shareholder giving the mandate for the former's breach of duties as stated in this Article. The owner/ member/ shareholder giving the mandate shall be responsible before a third party for liabilities related to the rights and duties executed by the mandated representative.

Chapter III

CORPORATE MANAGEMENT

Volume 1

MANAGEMENT IN JOINT-STOCK COMPANY

Article 21. The management in the Company

1. General shareholders’ meeting.

2. Board of directors.

3. Executive Board (Chief Executives Board).

4. Control Committee (if available).

 (Notice: If the company selects a management model without a Control Committee as per Article 134 of the Companies Law, it must supplement regulations on functions, missions and criteria of members of the Internal audit committee.)

I. General shareholders’ meeting

Article 22. Powers of the General shareholders’ meeting

1. General shareholders' meeting is composed of shareholders having voting rights and is the highest decision-making body of the Company.

2. Rights and duty of the General shareholders’ meeting:

a. Ratify the Company’s growth directions;

b. Make decisions on types and quantity of authorized shares;

c. Make decisions on annual dividends for each type of share;

d. Elect, dismiss and depose members of the Board of directors and the Control Committee;

g. Make decisions on investments and sale of assets worth at least … % of total value of assets, as shown in the Company’s latest financial statement;

f. Make decisions on amendments and supplements to the company's Charter;

g. Make decisions on repurchase of more than …% of total … [share type] shares sold (Notice: The company can only repurchase at most 10% of ordinary shares);

h. Ratify annual financial statements;

i. Examine and cope with violations of the Board of directors and the Control Committee, which damage the Company and its shareholders;

j. Make decisions on restructuring and dissolution of the Company;

k… (Other rights and duties defined by the Company as per current laws).

Article 23. Assemblage of the General shareholders’ meetings

1. Quantity, time and location of meetings

a. The annual General shareholders’ meeting occurs once (01) a year. However, there may be extraordinary General shareholders’ meetings. A general shareholders’ meeting must be located in Vietnam's territories. If a General shareholders’ meeting is held simultaneously at various sites, the location of the General shareholders' meeting shall be the site where the meeting president is present.

b. The annual general shareholders’ meeting must occur in four (04) months upon the end of a fiscal year. The company may, at the Board of directors' request, request the SSC to prolong the time limit for the annual General shareholders’ meeting for at most 06 months from the last day of the fiscal year.

2. The authority to convene the General shareholders’ meeting

a. Board of directors is responsible for convening the General shareholders' meeting. Board of directors must convene an extraordinary General shareholders’ meeting in these events:

- Board of directors deems such meeting necessary for the Company’s sake;

- The number of members of the Board of directors or the Control Committee is lower than that required by the laws;

- At the request of a shareholder or group of shareholders as per Section …, Article … of this Charter;

- At the request of the Control Committee;

- .... (Other events defined by the Company as per the current laws).

b. The time limit for the assemblage of an extraordinary General shareholders’ meeting is … days after the number of members of the Board of directors is lower than that required by the laws or upon the request of a shareholder or group of shareholders according to Point a of this Section. If the Board of Director does not convene a meeting as per regulations, the chairman and members of the Board of directors shall assume liabilities and must make restitution of damage to the Company.

c. If the Board of directors does not convene an extraordinary General shareholders' meeting according to Point b of this Section, the Control Committee shall, in the next 30 days, summon the General shareholders’ meeting in lieu of the Board of directors. If the Control Committee does not summon the General shareholders’ meeting as per regulations, the Head of the Control Committee shall assume liabilities and make amends for damage caused to the Company.

d. If the Control Committee does not summon the General shareholders’ meeting according to Point c of this Section, the shareholder or group of shareholders as stated in Section …, Article … of this Charter is entitled to, on the Company's behalf, convoke the General shareholders’ meeting as per the Companies Law.

Article 24. Agenda and details of the General shareholders’ meeting

1. The annual General shareholders’ meeting shall discuss and ratify these matters:

a) Annual corporate business plans;

b) Annual financial statements;

c) Board of directors' reports on management and activities of the Board of directors and each of its members;

d) Control Committee’s reports on the Company’s business results and activities of the Board of directors and Executive Board (Chief Executives Board);

e) Dividend level for each share type;

f) Total remunerations for the Board of directors and the Control Committee;

g) … (Other matters specified by the Company as per the current laws).

2. The person summoning the General shareholders’ meeting must prepare the meeting’s agenda and details.

3. The shareholder or group of shareholders as stated in Section ..., Article ... of this Charter is entitled to propose discussions for the agenda of the General shareholders' meeting. Such propositions must be presented to the Company in writing no later than … working days before the commencement of the meeting. Such propositions must indicate shareholders’ names and quantity of their shares by type or similar information and details of discussions proposed to the agenda. The person summoning the General shareholders’ meeting is entitled to reject such propositions:

a. if the propositions are overdue, insufficient or incorrect; or

b. if the discussions are beyond the powers of the General shareholder’s meeting; or

c. … (Other circumstances defined by the Company as per the laws).

Article 25. Conditions for the occurrence of the General shareholders’ meeting

1. A general shareholders’ meeting shall occur when the shareholders present represent at least …% of total votes. (Notice: The company shall specify the percentage as per the Companies Law)

2. If the first arrangement of the meeting does not meet the condition as stated in Section 1 of this Article, the second arrangement of the meeting shall be made in ... days from the expected date of the first arrangement. A general shareholders’ meeting shall occur when the shareholders present represent at least …% of total votes. (Notice: The company shall specify the percentage as per the Companies Law)

3. If the second arrangement of the meeting does not meet the condition as stated in Section 2 of this Article, the third arrangement of the meeting shall be made in ... days from the expected date of the second arrangement. In this event, the General shareholders’ meeting shall happen regardless of the number of votes held by the shareholders present.

Article 26. Procedures for the General shareholders’ meeting

1. Registration of shareholders attending the General shareholders’ meeting: ...

2. Election of the President of the meeting, Secretary and members of the Vote counting committee: …

3. Ratification of the agenda and contents of the meeting: ...

4. The president is entitled to implement measures rational and necessary to chair the meeting in order according to the agenda ratified and reflective of the desires of the majority of attendees.

5. The general shareholders’ meeting converses about and vote on each matter in the agenda. The process of voting includes the collection of poll cards that grant consent, then the gathering of poll cards that grant dissent, then the counting of votes on approval, disapproval and abstention.

6. Announcement of the poll result: …

7. Shareholders or mandated attendees who arrive at the meeting after its opening session are still eligible for registration and, upon their registration, for voting. In this event, the effect of the contents voted shall remain unaffected.

8. The person summoning a General shareholders’ meeting shall be entitled to:  …

9. The president shall be entitled to adjourn or relocate the General shareholders' meeting that convenes sufficient registered attendees as per regulations in these circumstances: …

10. An alternative president shall be elected if the previous one adjourns or suspends the General shareholders' meeting in violation of Section 9 of this Article: ...

Article 27. Ratification of decisions by the General shareholders’ meeting

1. The general shareholders’ meeting shall ratify intra vires decisions through voting during the meeting or written consultation.

2. (Optional provision recommended) The company can employ information technology on a grand scale for voting, such as absentee voting through a secured electronic system, Internet-based or phone-based voting, in order to facilitate shareholders' participation in the General shareholders' meeting.

3. Resolutions by the general shareholders’ meeting must be voted in the General shareholders’ meeting in these circumstances: …

4. Resolutions on the following matters shall be ratified if voted for by shareholders that represent at least ... of total attendees' votes (Notice: The company shall specify the ratio as per the Companies Law):

a. Types of shares and total amount of shares by type;

b. Changes in business lines;

c. Changes in corporate management structure;

d. Investment project(s) or sale of asset(s) worth at least …% of total value of assets as shown in the Company’s accounting journals;

e. Corporate restructuring or dissolution;

f. … (Other matters specified by the Company as per the current laws).

5. Resolutions on the following matters shall be ratified if voted for by representative shareholders that occupy at least ... of total attendees' votes. (Notice: The company shall specify the ratio as per the Companies Law)

6. The approach for the election of members of the Board of directors and the Control Committee: …

7. If a resolution is ratified through written consultation, it shall be validated with at least …% of total votes. (Notice: the Company shall specify the ratio as per the Companies Law) Written consultation for shareholders’ ratification of resolutions of the General shareholders' meeting shall follow these procedures: …

8. Resolutions by the General shareholders' meeting must be announced to shareholders, who have the right to attend such meeting, in fifteen (15) days upon the validation of such resolutions. Resolutions may be published on the Company’s website in lieu of manual delivery.

Article 28. Effect of resolutions by the General shareholders’ meeting

1. Resolutions by the General shareholders’ meeting shall come into force upon their validation or from the effective date indicated in such resolutions.

2. Resolutions by the General shareholders’ meeting, which are validated by 100% of the shareholders entitled to vote, shall have immediate validity and effect despite procedural errors in the ratification of such resolutions.

3. If a shareholder or group of shareholders petitions a Court or Arbitral tribunal for the annulment of the resolutions by the General shareholders’ meeting according to Article 147 of the Companies Law, the effect of such resolutions shall persist until otherwise ruled Court or Arbitral tribunal. However, such effect shall immediately wear off upon the implementation of temporary emergency measures by competent authorities.

Article 29. Record of the General shareholders’ meetings

1. Essential details of the General shareholders' meetings shall be recorded in writing and, permissibly, by sound or in other electronic formats as per the Companies Law. Written records shall be made in Vietnamese and, permissibly, in foreign languages. Such records, regardless of languages, bear equal validity. If there are differences in such written records, the record in Vietnamese shall prevail.

2. Written record(s) of the General shareholders’ meetings must be completed and ratified prior to the end of such meetings.

3. The president and secretary of the meeting(s) shall be jointly responsible for the integrity and accuracy of such written records;

4. Written record(s) of a General shareholders' meeting must be sent to every shareholder in fifteen (15) days upon the end of the meeting. The written record of vote counting may be published on the Company’s website in lieu of manual delivery. Written record(s) of the General shareholders’ meetings, attached list(s) of shareholders attending the meetings, annex(es) on resolutions validated and relevant documents that were enclosed to meeting invitations must be retained in the Company’s main office.

II. Board of directors

Article 30. Rights and duties of the Board of directors

1. Board of director is a managerial body of the Company, which is fully entitled to, on the Company’s behalf, make decisions and execute the Company’s rights and duties beyond powers of the General shareholders’ meeting.

2. Powers of the Board of directors:

a. Make decisions on the Company's medium-term strategies and development plans and annual business plans;

b. Propose share types and total amount of authorized shares by type;

c. Make decisions on the sale of newly issued shares by the quantity of authorized shares for each type; and make decisions on other measures of capital mobilization.

d. Make decisions on selling prices of the Company’s shares and bonds;

e. Make decisions on repurchase of …% or more of total … shares sold (Notice: in conformity to Point g, Section 2, Article 22 of the sample Charter); make decisions on the sale and remunerative distribution of treasury stocks in manners that accord with current laws;

f. Make decisions on investment plans and projects within its powers and in conformity to the laws;

g. Make decisions on solutions for market development, marketing and technology;

h. Ratify contracts for sales, procurement, lending and borrowing and other activities, whose value reaches or exceeds ...% of total value of assets as described in the Company’s latest financial statement, except for contracts that stipulate the Company’s transactions with concerned entities as per the Companies Law and this Charter;

i. Elect, dismiss and depose the Chairman of the Board of directors; appoint and dismiss the Director (General Director) and managerial personnel: … and sign and terminate their contracts; determine salary and benefits for such managerial individuals; mandate representative(s) to participate in a Members’ council or General shareholders’ meeting of another company, and decide their salary and benefits;

j. Supervise and direct the Director (General Director) and managerial personnel in daily corporate management;

k. Make decisions on the Company's organization structure and internal control regulations; on the establishment of subsidiaries, branches, transaction offices and representative offices; on purchases of other shares in other companies as per the laws and the company’s Charter;

l. Ratify the agenda and documents of the General shareholders’ meetings, convene the General shareholders’ meeting or facilitate the ratification of decisions by the General shareholders' meetings;

m. Present the annual financial accounting reports in the General shareholders’ meeting;

n. Propose dividend level, decide time and procedures for dividend payout or treatments against business losses;

o. Propose the restructuring, dissolution or bankruptcy of the Company;

p. Establish a standard procedure for assemblage of and voting in Board of directors’ conclaves for subsequent ratification by the General shareholders’ meeting; procedures for nomination, candidacy, election, dismissal and deposition of members of the Board of directors; regulations on procedures for selection, appointment and dismissal of the Company's managerial personnel and procedures for collaboration for the Board of directors, Control Committee and Executive Board (Chief Executives Board), policies on assessment, remunerations and disciplinary measures against members of the Board of directors, Executive Board (Chief Executives Board) and managerial personnel of the company;

g. Establish divisions or assign individuals to implement internal control and risk management in order to regulate risk management policies and strategies for the Company's activities and to inspect and evaluate the conformity and efficiency of the Company's existing risk management system

r. Preclude and settle disputes between shareholders and the Company. Board of directors can assign personnel to deploy requisite systems or establish division(s) specialized in settling internal disputes or facilitating this objective;

s. (Optional provision) Ratify transactions (if any) beyond business and financial plans, which are proposed by the Director (General Director) and Executive Board (Chief Executives Board);

t. (Optional provision) Board of directors is entitled to veto decisions by the Director (General Director) and Executive Board (Chief Executives Board) on any standardized activities provided that such vetoes are justified;

u. (Optional provision) Board of directors must immediately inform shareholders in these events:

- The company or its Management is suspected to be involved in illegal activities;

- The company’s financial conditions continuously worsen and fail requirements as defined in the laws;

- The company’s business losses are worth at least …% of the equity;

- The company proposes replacements of the Chairman of the Board of directors and the Head of the Control Committee;

- Emergencies occur and impair the benefits of the Company and clients.

v. … (Other rights and duties defined by the company as per current laws).

3. Board of directors validates decisions by voting during its meetings or written consultation or ... Each member of the Board of directors shall have one vote.

4. Board of directors can mandate its Chairman to exercise part(s) of the Board of directors’ rights and functions when the Board of directors does not organize any meeting. Details of such mandate must be clear and specific. Vital matters concerning the Company's cardinal benefits shall not be left to the sole discretion of the Chairman through the Board of directors’ mandates.

5. Board of directors, when executing its functions, rights and duties, must abide by the laws, the company’s Charter and decisions by the General shareholders’ meeting. If the Board of directors’ decisions violate the laws or the company's Charter and cause damage to the Company, its members who consent to such decisions must jointly assume personal liabilities and make amends to the Company. The members who dissent from such decisions shall be exempt from liabilities.

6. If the Board of directors validates decisions contrary to the laws and the company's Charter, shareholders holding shares in the Company continuously in at least 01 year shall be entitled to demand the Board of directors' suspension of such decisions.

7. Members of the Board of directors, when conducting their missions, bear the following rights and duties:

a. Rights of the members of the Board of directors:

- Access to information:

+ Members of the Board of directors are entitled to request members of the Executive Board (Chief Executives Board) and managerial personnel to provide information and documents on financial situations and business operations of the Company and its units;

+ Managerial personnel, at requests of the members of the Board of directors, must promptly provide full and precise information and documents;

+ Procedures for request and provision of information: … (as defined by the Company as per current laws).

- Receipt of remunerations and benefits:

+ The company is entitled to remunerate members of the Board of directors according to business result and performance;

+ Remunerations for members of the Board of directors shall abide by these regulations: …;

- .... (Other rights defined by the Company as per current laws).

b. Duties of the members of the Board of directors:

- Execute managerial personnel’s duties as per the laws;

- Exercise transparency of interests and persons involved according to: ...;

- Bear other duties as per the laws and the company’s Charter.

Article 31. Quantity, formation and incumbency of the Board of directors

1. Quantity and formation of the Board of directors

a) Board of directors of the Company has … members. (Notice: The company shall specify the number according to the Companies Law and legal guidelines for corporate management). In the Board of directors, there is (are) ... independent member(s).

b) The minimum number of members of the Board of directors, who permanently reside in Vietnam, must be ...

 (Notice: The structure of the Board of directors must balance members knowledgeable and experienced in laws, finance and securities, members in managerial and non-managerial positions, their age, gender, etc.)

2. Incumbency of the Board of directors

a. Members of the Board of directors have terms of office at ... year(s) and can be re-elected to ... term(s). (the Company shall specify number and term limit as per current laws)

b. If the incumbency of all members in the Board of directors ends simultaneously though the General shareholders' meeting does not elect new ones: ...

c. The incumbency of members supplemented or replacing those who relinquish membership or acquiesce to dismissal during their terms of office: .....

Article 32. Nomination, criteria and requirements for members of the Board of directors

1. Individuals are nominated into the Board of directors via the following procedure: … (Notice: In conformity to the Companies Law).

2. Nomination procedures or methods for the Board of directors in office, Control Committee and other shareholders to recommend nominees to the Board of directors must be announced evidently and be approved by the General shareholders’ meeting prior to the nomination.

3. (Optional provision) The information of nominees recommended to the Board of directors must be announced  prior to the General shareholders' meeting, including: the identity of candidates and shareholders or groups of shareholders nominating them, candidates’ age and educational level, their experience and expertise, positions that they have occupied in the last five (05) years, their incumbent positions, assessment reports on their contributions to the Company as re-elected members of the Board of directors, nature of their relationship with the Company, positions in the Board of directors or other crucial posts held by or offered to them in other companies, their relationships with concerned entities of the Company, their relationships with the Company’s main business partners, details of their financial conditions and other matters that may influence their missions and independence as members of the Board of directors, their refusal of disclosure against the Company’s requests (if any).

4. (Optional provision) Personnel of an independent audit organization, which has audited the Company for ... years, cannot be nominated to the Board of directors.

5. Nominees for the Board of directors must meet criteria and requirements as defined in Section 6 of this Article.

6. Criteria and requirements for members of the Board of directors:

a. Have legal capacity to the fullest extent and incur no prohibitions on corporate management as per the Companies Law;

b. Possess expertise and experience in business administration or experience in securities, finance and banking;

c. Have not occupy a post of Director (General Director) or membership in a Board of directors or a Members' council of another securities company; or membership in a Board of directors for over five (05) years in another enterprise (for listed companies);

d. Have not been a member of a Board of directors or a legal representative in a company that went bankrupt or encountered bans for serious breach of laws;

e. Members of the Board of directors must not be spouses, biological parents, biological children, adoptive parents, adopted children, siblings by blood or in law of the Director (General Director) and managerial personnel of the Company. Members of the Board of directors must not be related to managerial personnel or individuals empowered to appoint managers in the parent company (for securities companies, 50% of whose charter capital is stated owned);

f. (Optional provision) Members of the Board of directors must possess these qualities and capacities:

- Be trusted by shareholders (by receiving their votes of consent), by other members of the Board of directors, managerial personnel and employees of the Company;

- Be capable of balancing interests of all parties concerned and making rational decisions;

- Possess expertise and academic knowledge necessary for efficient corporate management;

- Have experience in international business and knowledge of local affairs, markets, products and competition;

- Be capable for exploiting knowledge and experience in practical solutions.

g. .... (Other criteria and requirements defined by the Company as per current laws).

7. Criteria and requirements as defined in this Article shall also apply to members supplemented to or replacing others in the Board of directors.

Article 33. Independent members of the Board of directors

1. Independent members of the Board of directors must meet criteria and requirements as defined in legislative documents on corporate management of companies listed in Stock Exchanges.

2. Independent members of the Board of directors must notify the Board of their failure of requirements as stated in Section 1 of this Article. Upon their failure of such requirements, their independent membership in the Board of directors shall automatically ends.  Board of directors must announce their independent members, who become ineligible, in the most recent General shareholders' meeting or convene a General shareholders' meeting to supplement members or replace those ineligible members in 6 months upon the notification by independent members of the Board of directors.

3. (Optional provision) Independent members of the Board of directors hold term of office equal to others’ though they are not eligible for reelection.

4. (Optional provision) Independent members of the Board of directors bear duties and powers similar to others', with additional rights below:

a. Propose the Board of directors or, if turned down by the Board of directors, the Control Committee to convene extraordinary General shareholders’ meeting;

b. Recruit a consulting or audit organization to perform their assignments;

c. Provide independent opinions on plans of remunerations for members of the Board of directors and the company's managerial personnel;

d. Provide independent opinions on relevant major transactions and report to the authorities, if necessary.

5. Methods for the organization and collaboration of activities of independent members of the Board of directors: …

Article 34. Chairman of the Board of directors

1. Chairman of the Board of directors is elected from one of its members.

2. Chairman of the Board of directors cannot concurrently be the Director (General Director) unless otherwise approved by the General shareholders’ meeting. Chairman of the Board of directors, if concurrently holding the position of Managing Director (General Director), must obtain approval from the annual General shareholders' meeting. (Notice: This provision does not apply to joint-stock companies, in which the Government holds 50% of the votes)

3. Chairman of the Board of directors shall bear these duties and rights:

a. Establish action plans and campaigns for the Board of directors;

b. Prepare agenda, details and documents of the Board of directors' conclaves and summon its meetings;

c. Organize the ratification of the Board of directors’ decisions;

d. Supervise the implementation of the Board of directors’ decisions;

e. Preside at the General shareholders’ meetings and the Board of directors’ conclaves;

f. Lead and maintain the Board of directors' activities in effective manner;

g. Set up, execute and examine formalities that govern the Board of directors’ activities;

h. Attend regular meetings with the Director (General Director) and maintain communication between the Board of directors and Executive Board (Chief Executives Board);

i. Maintain adequate, precise, timely and clear communication between members of the Board of directors and its Chairman;

j. Maintain efficient communication with shareholders;

k. Organize periodic activity assessments for the Board of directors, each of its members and subordinate units;

l. Support independent members of the Board of directors to perform in effective manner and build up constructive connections between managerial and non-managerial members in the Board of directors;

m. Execute other missions and duties upon requests of the General shareholders and Board of directors according to actual demands and circumstances;

n. .... (Other rights and duties defined by the Company as per the laws).

4. If the Chairman of the Board of directors is absent or incapable of performing his missions, he shall mandate the Vice Chairman of the Board of directors (if available) or one of its members in writing to execute the rights and duties of the Chairman of the Board of directors in principles as prescribed in this Charter. If mandate is not given, members shall elect one (01) of them to temporary post of Chairman by plurality rule.

5. Chairman of the Board of directors can recruit a corporate secretary, if deemed necessary, to support the Board of directors and its Chairman to execute intra vires duties as per the laws. The corporate secretary shall bear rights and duties as per the Companies Law.

6. Chairman of the Board of directors can be deposed at the Board of directors’ discretion.

Article 35. Board of directors’ conclaves and meeting records

1. Board of directors shall conduct regular or extraordinary conclaves. Chairman of the Board of directors shall convene regular meetings, when deemed necessary; however, one (01) meeting must occur on quarterly basis.

2. Chairman of the Board of directors shall be elected in the first conclave of a new Board of directors in seven (07) working days upon the election of that Board of directors. The first conclave shall be summoned and chaired by the member gaining the highest number or ratio of votes. If two or more members gain equally high number or ratio of votes, the members shall elect one (01) of them by plurality rule to convene the Board of directors’ conclave.

3. Chairman of the Board of directors must convene its meetings in these events:

a. Requisitions are made by the Control Committee or an independent member;

b. Requisitions are made by the Director (General Director) or at least five (05) managers;

c. Requisitions are made by at least two (02) managerial members of the Board of directors;

d. .... (Other events defined by the Company as per current laws and the company’s Charter).

Requisitions for conclaves must be made in writing and must specify purposes, matters to be discussed and decisions within the Board of directors' powers.

4. Chairman of the Board of directors must convene a conclave in 07 working days upon his receipt of a requisition as stated in Section 3 of this Article. If the Chairman of the Board of directors does not convene a conclave requested, he shall assume liabilities for any damage to the Company. In this case, the requester shall be entitled to summon the Board of directors' conclave in lieu of its Chairman.

5. Chairman of the Board of directors or the person summoning the conclave must send invitations to members of the Board of directors and Control Committee and the Director (General Director) no later than … working days prior to the date of meeting. Such invitations must indicate meeting time, location, agenda, matters to be discussed and decisions. Documents for the conclave and voting card must be enclosed. The form of delivery of such invitations shall be subject to the Companies Law.

6. Controllers shall be entitled to attend the Board of directors and engage in discussions; however, they cannot vote.

7. The first arrangement of the Board of directors’ conclave shall occur upon the presence of at least three fourths (3/4) of its members. If the number of members does not suffice for the first arrangement as per regulations, the second arrangement shall be made in ... days from the first one. In this case, the conclave shall occur upon the presence of more than half of the Board of directors’ members.

8. Members of the Board of directors are deemed to have been present and voted in the conclave in these circumstances:

a. They appeared and voted in person in the conclave;

b. They mandated other people to attend the conclave as per Section 10 of this Article. c. They participated and voted in an online meeting or in similar manners.

d. They sent their voting cards to the conclave by mail, fax or email. Voting cards mailed to the conclave must be put in sealed envelopes and delivered to the Chairman of the Board of directors no later than one hour prior to the start of the conclave. Voting cards shall only be taken out of envelopes in the presence of all attendees.

9. Board of directors’ decisions shall be validated if … of members present consent. If split vote occurs, decisions supported by the Chairman of the Board of directors shall be come final.

10. Members must attend all conclaves of the Board of directors. A member can mandate another attendee if approved by most of the members of the Board of directors.

11. Board of directors’ conclaves must be recorded in writing and, permissibly, by sound or other electronic formats in the Company's office. Meeting records must be made in Vietnamese and, permissibly, in foreign language. Such records must contain essential information as per the Companies Law. Written records in Vietnamese and foreign language(s) have equal validity. If there are differences in such written records, the record in Vietnamese shall prevail. The president of the meeting and maker of such records shall be responsible for the integrity and accuracy of written records of the Board of directors’ conclaves.

Article 36. Dismissal, deposition and addition of members of the Board of directors

1. Dismissal of members of the Board of directors:

a. Members of the Board of directors have failed to meet criteria and requirements as per Article ... of this Charter;

b. Members of the Board of directors have not participated in its activities in six (06) consecutive months, except for force majeure;

c. Members resign;

d. .... (Other events defined by the Company as per current laws).

2. Members of the Board of directors may be deposed at the discretion of the General shareholders’ meeting.

3. Board of directors must convene the General shareholders’ meeting to vote on additional members for the Board in these events:

a. The number of members of the Board of directors declines by more than one third (1/3) of the quantity defined in the company’s Charter. In this event, the Board of directors must convene the General shareholders’ meeting in at most sixty (60) days upon the decline of the number of members by over one third;

b. The number of independent members of the Board of directors is lower than the quantity defined in Article ... of this Charter.

4. In other circumstances, the latest General shareholders’ meeting shall elect new members to replace those dismissed and deposed.

Article 37. Board of directors’ committees for internal audit and risk management (mandatory requirement for publicly traded corporations or companies licensed in securities brokerage).

1. Internal audit committee performs its functions in independent, upright, unbiased and confidential manners. Internal audit committee carries the following functions and missions:

a. Assess legal conformity, the company’s Charter, decisions by General shareholders’ meetings and Board of directors in an independent manner;

b. Inspect, examine and evaluate the adequacy, efficiency and upshot of the internal control system of the Executive Board (Chief Executives Board) for its improvements;

c. Assess business activities’ abidance by internal policies and procedures;

d. Provide counsels for the establishment of internal policies and procedures;

e. Evaluate legal compliance and administrate financial security measures;

f. Undertake internal assessments and audits through financial information and business operations;

g. Appraise procedures, identify, evaluate and manage business risks;

h. Assess the effectiveness of activities;

i. Evaluate the observance of contracted undertakings;

j. Manage the information technology system;

k. Investigate internal violations in the Company;

l. Perform internal audits in the Company and its subsidiaries;

m. … (Other functions defined by the Company as per current laws).

2. Functions and operational principles of the Risk management division:

a. Define policies and strategies for risk management; risk assessment standards; and general risk levels in the Company and each of its divisions;

b. Evaluate the congruity of and compliance with risk policies and procedures of the Company in an independent manner;

c. Inspect, examine and evaluate the adequacy, efficiency and upshot of the risk control system of the Executive Board (Chief Executives Board) for its improvements;

d. … (Other functions defined by the Company as per current laws).

3. Requirements for members of the Internal audit committee:

a. Have not incurred pecuniary fines or severe penalties for violations in the sectors of securities, banking or insurance in the last five (05) years before the year of appointment;

b. Head of the internal control committee must possess expertise in law, accounting and audit. Moreover, the holder of this position must have sufficient experience, prestige and authority to carry out assignments in an efficient manner;

c. Have no intimacy with heads of specialized divisions, specialized professionals, Director (General Director), Vice Directors (Deputy General Directors), or branch directors in the Company;

d. Possess credentials in fundamental knowledge of securities and stock market, and legal certificates in securities and stock market or securities practitioners’ licenses;

e. Hold no concurrent positions in the Company.

III. Executive Board (Chief Executives Board)

Article 38. Formation and incumbency of the Executive Board (Chief Executives Board); rights and duties of the Director (General director) and members of the Executive Board (Chief Executives Board)

1. Executive Board (Chief Executives Board) of the Company is composed of the Director (General Director), Vice Directors (Deputy General Directors) and … (other essential managerial titles as defined by the Company).

2. Board of directors shall recruit or appoint members of the Executive Board (Chief Executives Board). The longest term of office for the Director (General Director) shall be five (05) years. Reappointment is permissible and unlimited.

3. Executive Board (Chief Executives Board) must institute and maintain a risk management system in order to preclude probable risks against the interests of the Company and clients. Furthermore, it must establish and sustain the organizational structure, independent and specialized personnel of the internal control system. Internal procedures and regulations shall govern every position, unit, division and activity of the Company with the aim of legal compliance.

4. Executive Board (Chief Executives Board) must set up occupational regulations to be ratified by the Board of directors. Minimum occupational regulations shall stipulate:

a. Particular duties and missions of each member of the Executive Board (Chief Executives Board);

b. Procedures for meeting organization and attendance;

c. Responsibilities of the Executive Board (Chief Executives Board) for reporting to the Board of directors and Control Committee.

5. Rights and duties of the Director (General Director)

Director (General Director) manages the Company’s daily business activities under the Board of directors’ supervision and assumes liabilities before the Board of directors and the laws for his execution of rights and duties imposed, as follows:

a. Make decisions on the Company’s daily business activities without the Board of directors’ resolutions;

b. Organize the adoption of the Board of directors’ resolutions;

c. Organize the execution of the Company’s business and investment plans;

d. Propose corporate structuring plans and internal management regulations;

e. Appoint, dismiss and depose managerial titles, except for those falling within the Board of directors' authority;

f. Propose schemes for dividend payment or settlement of business losses;

g. Recruit employees;

h. Make decisions on salary and benefits for the Company's employees and managerial positions that come within the Director's (General Director's) authority;

i. (Optional provision) Director (General Director) shall engage only in business activities related to the management and operation of the Company and its subsidiaries but not in other business-related activities.

j. … (Other rights and duties defined by the Company as per current laws).

6. Director (General Director) must manage the Company’s daily business activities in conformity to the laws, the company's Charter, his signed labor contract, and the Board of directors' resolutions. If the Director’s (General Director's) management violates this clause and causes damage to the Company, he shall assume legal liabilities and make amends to the Company.

7. Interests and responsibilities of members of the Executive Board (Chief Executives Board):

a. Interests of members of the Executive Board (Chief Executives Board):

- Members of the Executive Board (Chief Executives Board) shall earn salary subject to business results and performance. Salary and other benefits for members of the Executive Board (Chief Executives Board) shall be paid as follows: …

- Salary for members of the Executive Board (Chief Executives Board) shall be included in the Company’s business expenditure as per the laws and separately indicated in its annual financial statement. Such salary shall be reported in the annual General shareholders' meeting.

b. Responsibilities of members of the Executive Board (Chief Executives Board):

- Take on responsibilities of corporate managers according to the laws;

- Disclose benefits and relevant persons according to: ... (As specified by the Company as per current laws).

- Bear other duties as per the laws and the company’s Charter.

Article 39. Criteria and requirements for the Director (General director)

1. Have legal capacity to the fullest extent and incur no prohibitions on corporate management as per the Companies Law;

2. Have expertise and experience in business administration or ... (As specified by the Company as per current laws).

3. Have not been a member of a Board of directors or Members' council in another securities company; and have not worked concurrently for other enterprises.

4. Satisfy requirements for the Director (General Director) of a securities company as per legal guidelines for the organization and operation of securities companies.

5. Director (General Director) must not be spouse, biological parent, biological child, adoptive parent, adopted child, sibling by blood or in law of managerial personnel in the parent company or the representative of the state-owned shares in the Company (for subsidiaries of a company whose shares are state-owned by over 50% of the Charter capital).

6.... (Other criteria and requirements defined by the Company as per current laws).

Article 40. Dismissal and deposition of the Director (General Director)

Director (General Director) shall be dismissed and deposed if:

1. Having failed criteria and requirements for the Director (General Director) as per Article … of this Charter.

2. Petition for resignation.

3. Board of directors issues a decision on such matter.

4. … (Other events defined by the Company as per the laws).

Article 41. Internal control and risk management divisions of the Executive Board (Chief Executives Board)

1. Internal control division is responsible for:

a. Supervising the compliance with the laws, the company’s Charter, decisions by the General shareholders’ meeting and the Board of directors, professional regulations and procedures, corporate risk management procedures by relevant divisions and securities practitioners in the Company;

b. Supervising the execution of internal regulations and monitoring the Company’s internal activities with latent conflicts of interest, particularly business operations for the Company's interests and its employees' personal transactions; supervising the execution of responsibilities of the Company's personnel and partners regarding mandated activities;

c. Inspecting details of occupational ethics and supervising the implementation of such details;

d. Supervising calculations and conformity to financial security regulations;

e. Separating clients' property;

f. Maintaining and retaining clients' possessions;

g. Administrate the abidance by the laws on prevention of money laundering;

h. Other assignments given by the Director (General Director).

2. Requirements for members of the Internal control division:

a. Head of the internal control division must possess expertise in law, accounting and audit. Moreover, the holder of such position must have sufficient experience, prestige and authority to carry out assignments;

b. Have no intimacy with heads of specialized divisions, specialized professionals, Director (General Director), Vice Directors (Deputy General Directors), or branch directors in the Company;

c. Possess securities practice licenses or credentials in fundamental knowledge of securities and stock market and legal certificates regarding securities and stock market;

d. Hold no concurrent positions in the Company;

e. … (Other requirements defined by the Company as per the laws).

3. Missions of the risk management system:

a. Determine the Company’s risk policies and tolerance;

b. Identify the Company's risks;

c. Measure risks;

d. Supervise, prevent, detect and handle risks.

IV. Control Committee

Article 42. Quantity, incumbency and structure of members of the Control Committee

1. Control Committee of the Company has … members (the Company shall specify the quantity as per the laws).

2. The incumbency of a Controller is … year(s). Re-election is permissible and unlimited. If the Controllers' terms of office expire simultaneously though new ones have not been elected, the Controllers whose terms expired shall continue executing their rights and missions until new ones are elected and assume duty.

3. Members of the Control Committee shall be elected by the General shareholders' meeting by … rule. (Notice: The rule of election for the control committee must conform to the Companies Law)/ Controllers shall elect one of them as the Head of the Control Committee by plurality rule.

4. More than half of the Control Committee’s members must permanently reside in Vietnam. Head of the Control Committee must be a professional accountant or auditor and conduct specialized tasks in the Company. (Notice: The company can define a higher criterion). Rights and duties of the Head of the Control Committee include: … (as defined by the Company as per the laws).

Article 43. Rights and duties of the Control Committee

1. Powers of the Control Committee:

a. Control Committee supervises the corporate management and operation by the Board of directors and Director (General Director);

b. Inspect the rationality, validity, integrity and prudence in business management and operation; the systematization, consistency and conformity in financial accounting, statistics and reporting;

c. Assess the adequacy, validity and integrity of the Company's business reports, annual and six-month financial reports, and of the Board of directors’ management reports, and present such reports in the annual General shareholders’ meeting;

d. Scrutinize, inspect and evaluate the outcomes and efficiency of the Company’s internal control system, internal audit system, risk management and early warning system;

e. Examine the Company’s accounting journals, entries and documents, managerial positions, when deemed necessary or at the requests of the General shareholders' meeting or shareholder(s) or group(s) of shareholders according to Article ... of this Charter;

f. Upon requests by shareholder(s) or group(s) of shareholders as per Article .... of this Charter, the Control Committee shall conduct inspection(s) in seven (07) working days. In fifteen (15) days upon the end of such examination(s), the Control Committee must report to the Board of directors and shareholder(s) or group(s) of shareholders issuing requests about matters examined. Examination(s) by the Control Committee as per this Clause shall not impede the Board of directors' ordinary activities and shall not interrupt the Company's business operations;

g. Recommend the Board of directors or General shareholders’ meeting the measures for structural reform, supplementation and augmentation of the management, supervision and operation of the Company’s business activities;

h. When a member of the Board of directors or the Executive Board (Chief Executives Board) is found to have contravened corporate managers’ responsibilities as per the Companies Law and the company’s Charter, the Board of directors must be promptly informed and the miscreant shall be demanded to terminate his contraventions and make restitution;

i. If a member of the Board of directors or Executive Board (Chief Executives Board) is found to have transgressed the laws and the company’s Charter and resulted in transgressions of the rights and interests of the Company, shareholders or clients, the Control Committee shall be responsible for demanding the transgressor to generate report(s) in a limited time or for convening the General shareholders' meeting for solutions. Control Committee must inform the SSC in writing of violations of laws in 07 working days upon the revelation of such violations;

j. Establish control procedures to be ratified by the General shareholders' meeting;

k. Execute other rights and duties according to the Companies Law, the company’s Charter and decisions by the General shareholders’ meeting;

l. .... (Other missions defined by the Company as per the laws).

2. During its undertaking of missions, the Control Committee has these rights and duties:

a. Rights of the Control Committee:

- Employ independent consultants and the Company’s internal audit committee to carry out assignments;

- Engage in discussions in the General shareholders' meetings, Board of directors' conclaves and other corporate conferences;

- Consult the Board of directors’ opinions before making reports, conclusions and recommendations in the General shareholder’s meeting;

- Receive sufficient information:

+ Meeting invitations, survey cards and documents delivered to members of the Board of directors must be simultaneously sent to Controllers in a similar manner;

+ Resolutions by the General shareholders' meeting and Board of directors and records of their meetings, which are delivered to shareholders and members of the Board of directors, must be sent simultaneously to Controllers in a similar manner;

+ Reports by the Director (General Director) to the Board of directors or other documents issued by the Company must be simultaneously sent to Controllers in a similar manner;

+ Controllers have the right to access documents and papers that the Company retains in its head office, branches and other sites. They have the right to enter work areas of the Company’s managerial personnel and employees during working hours;

+ Board of directors, its members, Director (General Director), other managerial personnel must provide precise and full information and documents on the management, operation and business activities of the Company in timely manner at requests of Controllers or the Control Committee.

- Receive remunerations and other benefits: … (As specified by the Company as per current laws).

b. Members of the Control Committee are responsible for:

- Conforming to the laws, the company’s Charter, decisions by the General shareholders’ meeting and occupational ethics when executing rights and missions granted;

- Executing rights and missions given in virtuous, cautious and best manners to maintain most of the Company's legitimate benefits;

- Retaining allegiance to the interests of the Company and shareholders, not exploiting the Company’s information, secrets, business opportunities and assets or their positions for personal gains or for other entities’ interests;

- Other duties as per the laws and this Charter.

3. If a Controller breaches the duties defined in Point b, Section 2 of this Article and results in damage to the Company or others, he shall incur personal liabilities or make joint amends. All earnings and benefits that the Controller has acquired must be returned to the Company.

4. If a Controller is found to have committed violations during his execution of rights and missions, the Board of director shall inform the Control Committee in writing and demand such Controller to end his wrongdoings and make restitution.

Article 44. Control Committee's operation and meetings

1. Control Committee must issue regulations on its operational model and procedures for its assemblies, which shall be ratified by the General shareholders’ meeting.

2. Each year the Control Committee must conduct at least … meeting(s).

3. Control Committee’s assemblies shall proceed upon the presence of …  of its members.

Article 45. Criteria and requirements for Controllers

1. Have legal capacity to the fullest extent and incur no prohibitions on business incorporation and corporate management as per the Companies Law;

2. Hold no managerial positions in the company.

3. A controller must not be spouse, biological or adoptive parent, biological or adopted child, sibling by blood or in law of a member of the Board of directors, Director (General Director) and other managerial personnel.

4. Head of the Control Committee must not be concurrently a member of a Control Committee or manager of another securities company.

5. (Optional provision) Possess expertise in securities and stock market; mastery of or professional experience in accounting, audit or equivalent competence, or practical experience in finance or banking.

6. (For listed companies whose charter capital is 50% stated-owned) Controllers must be auditors or accountants.

7.... (Other criteria and requirements defined by the Company as per current laws).

Article 46. Dismissal and deposition of members of the Control Committee

1. Controllers shall be dismissed when:

a. Members of the Board of directors have failed to meet criteria and requirements as per Article ... of this Charter;

b. Having not executed their rights and duties in six (06) continuous months, except for force majeure;

c. Petitioning for resignation and having obtained approvals;

d. … (Other circumstances defined by the Company as per the laws).

2. Members of the Control Committee shall be deposed when:

a. Having failed missions and assignments;

b. Committing serious or repetitive violations Controllers’ duties as per the Companies Law and the company's Charter;

c. The general shareholders' meeting issues relevant decisions.

Volume 2

MANAGEMENT AND OPERATION OF LIMITED LIABILITY COMPANIES

Article 47. The management in the Company

1. Members’ council

2. Executive Board (Chief Executives Board).

3. Control Committee

I. Members' council

Article 48. Rights and duties of the Members' council

1. For limited liability companies with two members or more:

a. Members' council is composed of all contributing members of the Company, which is the highest decision-making body of the Company. Contributing members that are organizations shall mandate their representatives in the Members' council.

b. Rights and duties of the Members’ council:

- Make decisions on the Company’s growth strategies and annual business plans;

- Make decisions on charter capital adjustments, time and methods for capital mobilization;

- Make decisions on the Company’s development and investment projects;

- Make decisions on solutions for market development, marketing and technology transfer; ratify loan or asset sale contracts worth at least …% of total value of assets as shown in the Company’s latest financial report;

- Elect, dismiss and depose the Chairman of the Members’ council, members of the Control Committee; make decisions on appointment, dismissal and deposition of the Director (General Director), Chief accountant and managers including ..., and on contracting and termination of contracts with such persons;

- Make decisions on remunerations and benefits for the Chairman of the Members' council, Controllers, Director (General Director), Chief accountant and other managerial personnel as per this Charter;

- Ratify the Company’s annual financial reports and plans for use and distribution of profits or loss handling;

- Make decisions on the Company's organizational and managerial structure;

- Make decisions on the establishment of subsidiaries, branches, representative offices, transaction offices;

- Amend and supplement the company's Charter;

- Make decisions on the Company’s restructuring;

- Make decisions on the restructuring and bankruptcy of the Company;

- Establish a standard procedure for assemblage of and voting in the meetings of the Members’ council; regulate procedures for selection, appointment and dismissal of the Chairman of the Members' council, Director (General Director) and managerial personnel, and procedures for operational collaboration for the Members’ council, Control Committee and Executive Board (Chief Executives Board); set up policies on assessment, remunerations and disciplinary measures for the Chairman of the Members' council, Executive Board (Chief Executives Board) and managerial personnel;

- g. Establish divisions and assign individuals on internal control and risk management in order to regulate risk management policies and strategies for the Company's activities and inspect and assess the congruity and performance of the Company's existing risk management system;

- Preclude and settle disputes between contributing members and the Company. Members’ council can assign personnel to deploy requisite systems or establish division(s) specialized in settling internal disputes or facilitating this purpose;

- (Optional provision) Ratify transactions (if any) beyond business and financial plans, which are proposed by the Director (General Director) and Executive Board (Chief Executives Board);

- Other rights and duties as per the Companies Law, Securities Law and relevant laws.

2. For single-member limited liability securities companies:

o. Members’ council comprises … member(s), who is (are) appointed by the Owner of the company to a term of … year(s). Members’ council shall, on the Owner's behalf, execute the owner’s rights and duties and, on the Company’s behalf, carry out its duties and rights, except for those of the Director (General Director). Moreover, the Members' council shall be held liable to the laws and the company owner for executing rights and duties given according to the Companies Law and relevant laws.

o. Members’ council shall, on the Owner's behalf, execute the owner’s rights and duties, except for circumstances that require the owner’s approvals as per the laws and the company’s Charter. Moreover, the Members’ council shall, on the Company’s behalf, carry out its duties and rights and be held liable to the laws and the company owner for executing rights and duties given according to the laws.

o. Rights and duties of the Members’ council:

- Establish a standard procedure for assemblage of and voting in the meetings of the Members’ council, procedures for operational collaboration for the Members’ council, Control Committee and Executive Board (Chief Executives Board), and policies on assessment, remunerations and disciplinary measures for the Executive Board (Chief Executives Board) and managerial personnel, which shall be ratified by the Owner;

- Establish divisions and assign individuals on internal control and risk management in order to regulate risk management policies and strategies for the Company's activities and inspect and assess the congruity and performance of the Company's existing risk management system;

- Establish internal procedures for assemblage of meeting and voting in such meetings of the Members’ council;

- ... (Other rights and duties as defined by the Owner of the company - by reference to regulations for a member’s council of a limited liability company with two members or more).

Article 49. Meetings of the Members’ council

1. Quantity, time, organization and location of conclaves

a. Members' council shall conduct at least … conclave(s) each year;

b. Meetings of the Members’ council must occur at the head office of the Company or … (as specified by the company).

2. Assemblage of meetings of the Members’ council

a. Members’ council can summon meetings at requests of its Chairman or member(s) or group(s) of members as per Article ... of this Charter. Chairman of the Members’ council shall prepare the meeting agenda and written materials and convene meetings of the Members’ council. Members are entitled to propose supplements to the meeting agenda in writing. Such propositions must contain essential information as per current laws.

If members deliver sufficient propositions to the Company's head office no later than 01 working day prior to the meeting of the Members' council, the Chairman of the Members' council must approve and adopt such propositions to the meeting agenda. If propositions are put forward immediately before the meeting, such propositions shall be subject to ratification by the majority of members who attend the meeting.

Invitations to a meeting of the Members’ council may be given in writing, by phone, by fax, by telegraph or other electronic means … (as specified by the company) and shall be delivered by hand to each member of the Members’ council. Such invitations must indicate time, location and agenda of the meeting.

The meeting agenda and written materials must be provided to the Company’s contributing members prior to the meeting. Contributing members must be given the meeting’s written materials regarding decisions on amendments and supplements to the company's Charter, ratification of the company's growth directions or annual financial reports, the Company's restructuring or dissolution in at most 07 working days prior to the meeting. Other written materials must be delivered … day(s) before the meeting.

A requisition for a meeting of the Members’ council, from a member or group of members as per Article … of this Charter, must be executed in writing or by … (as specified by the company) and indicate these essential particulars: …

Chairman of the Members’ council must convene such meeting in fifteen (15) days upon the receipt of a requisition that conforms to regulations. If a requisition does not contain adequate information as per regulations, the Chairman of the Members’ council must inform the concerned member or group of members in writing in 07 working days upon the receipt of such requisition.

If the Chairman of the Members’ council does not convene its meeting as per regulations, he shall incur personal liabilities for all damage to the Company and relevant members.

In such event, the member or group of members requesting the meeting of the Members’ council shall be entitled to summon the meeting and retrieve rational expenses from the Company for summoning such meeting.

Article 50. Requirements and procedures for meetings of the Members' council

1. Requirements for meetings of the Members’ council:

a. A meeting of the Members’ council shall proceed upon the adequate presence of its members occupying at least …% of the Charter capital (for limited liability companies with two members or more) or of at least two thirds of total members. The number of votes that each member has shall be: ... (For single-member limited liability companies)

b. If the first arrangement of the meeting fails the requirement to proceed, the arrangement of the following meeting shall (for limited liability companies with two members or more): ...

2. The procedure for a meeting of the Members' council and voting during the meeting: ... (As specified by the Company as per current laws).

Article 51. Decisions by the Members’ council

1. Members’ council shall ratify intra vires decisions by voting during its meetings, by written consultation or by: .... (As specified by the company).

2. The following matters must be voted on during meetings of the Members’ council: … (As specified by the company).

3. Decisions by the Members' council shall be approved in these events: … (As specified by the company).

4. A member of the Members’ council shall be deemed to have participated and voted in its meeting in these circumstances:

a. He appeared and voted in person in the meeting;

b. He mandated another person to participate and vote in the meeting;

c. He participated and voted in an online meeting or through other electronic means;

d. He sent his voting card to the meeting by mail, fax or email.

5. Resolutions by the Members' council shall be ratified through written consultation when members occupying at least … consent to such resolutions. The procedure for ratification of resolutions of the Members’ council through written consultation shall be: … (As specified by the company).

6. Resolutions by the Members’ council shall come into effect upon their validation or from the effective date as indicated in such resolutions.

Article 52. Record of the meetings of the Members’ council

1. Meetings of the Members’ council must be recorded in writing and, permissibly, by sound or in other electronic formats.

2. Written record(s) of the meetings of the Members’ council must be completed and ratified prior to the end of such meetings. Written records must contain essential information as per the Companies Law.

3. The marker of a written record of a meeting of the Members’ council and the meeting president shall be jointly responsible for the accuracy and integrity of such written record.

Article 53. Chairman of the Members’ council

1. For limited liability companies with two members or more: One of the members of the Members' council shall be elected as its Chairman.

2. For single-member limited liability securities companies: Chairman of the Members' council shall be appointed by the Owner of the company or members of the Members' council by majority rule through the following procedure: ... (As specified by the company).

3. Chairman of the Members’ council can concurrently be the Director (General Director) of the Company.

4. Chairman of the Members' council shall hold a term of  … year(s). Chairman of the Members’ council may be re-elected for unlimited terms.

5. Rights and duties of the Chairman of the Members’ council:

a. Prepare the agenda and action plan of the Members’ council;

b. Prepare the agenda and written materials for the meetings of the Members’ council or for consultation with its members;

c. Convene and chair the meetings of the Members’ council or organize consultations with its members;

d. Supervise or organize the supervision of the execution of decisions from the Members' council;

e. Represent the Members’ council to sign its decisions;

f. Execute other rights and duties according to the Companies Law and the company’s Charter.

 (Notice: In single-member limited liability companies, the rights and duties of the Chairman of the Members’ council shall be specified by the Owner and may differ from the provisions stated above).

6. If the Chairman of the Members’ council is absent or ineligible to execute his rights and duties, he shall mandate a contributing member in writing to execute his rights and duties according to Section 7 of this Article. If none of the members obtains any mandate, one member of the Members’ council shall summon its meeting to elect one (01) of them by plurality rule to execute the rights and duties of the Chairman of the Members’ council for a temporary time.  

7. The principles for the Chairman of the Members’ council to mandate one of its members to execute his rights and duties shall be …

8. Chairman of the Members’ council must perform his duties according to Article 71 of the Companies Law.

Article 54. Divisions for internal audit and risk management under the Members’ council

 (Similar provisions as per Article 37 of the sample Charter).

II. Executive Board (Chief Executives Board)

Article 55. Formation, duties and powers of the Executive Board (Chief Executives Board)

1. Executive Board (Chief Executives Board) is composed of: Director (General Director), Vice Directors (Deputy General Directors) and … (other vital managerial titles as defined by the Company).

2. Members’ council shall appoint or recruit members for the Executive Board (Chief Executives Board) to a term of ... year(s). Such members can be reelected for unlimited terms.

3. Executive Board (Chief Executives Board) must institute and maintain a risk management system in order to preclude probable risks against the interests of the Company and clients. Furthermore, it must establish and sustain the organizational structure, independent and specialized personnel of the internal control system. Internal procedures and regulations shall govern every position, unit, division and activity of the Company with the aim of legal compliance.

4. Executive Board (Chief Executives Board) must set up occupational regulations to be ratified by the Members’ council. Minimum occupational regulations shall indicate:

a. Particular duties and missions of each member of the Executive Board (Chief Executives Board);

b. Procedures for meeting organization and attendance;

c. Responsibilities of the Executive Board (Chief Executives Board) for reporting to the Members’ council, Chairman of the Members’ council and the Control Committee.

5. Director (General Director) manages every of the Company’s daily business activities under the Members’ council’s supervision and assume liabilities before the Members’ council and the laws for the execution of rights and duties given. Director (General Director) has these rights and duties:

a. Organize the implementation of resolutions from the Members’ council;

b. Make decisions on the Company’s daily business activities;

c. Organize the implementation of the Company’s business and investment plans;

d. Issue internal regulations for corporate management (unless otherwise stated in the company’s Charter);

e. Appoint, dismiss and depose managerial titles, except for those falling within the authority of the Members’ council;

f. Sign contracts on the Company’s behalf, except for those falling within the authority of the Chairman of the Members' council;

g. Propose schemes for the Company’s organizational structure;

h. Present the annual financial accounting reports to the Members' council;

i. Propose plans for use of profits or handling of business losses;

j. Recruit employees;

k. Other rights and duties as stipulated in the labor contract(s) with Company according to decision(s) by the Members’ council.

l. … (Other rights and duties).

6. Interests and responsibilities of members of the Executive Board (Chief Executives Board) during their undertaking of missions: … (Similar provision as per Section 7, Article 38 of the sample Charter).

Article 56. Criteria and requirements for the Director (General director)

1. Have legal capacity to the fullest extent and incur no prohibitions on corporate management as per the Companies Law;

2. Have expertise and experience in business administration or ... (As specified by the company).

3. Have not been a member of a Board of directors or Members' council in another securities company; and have not worked concurrently for other enterprises.

4. Satisfy requirements for the Director (General Director) of a securities company as per legal guidelines for the organization and operation of securities companies.

5. Must not be spouse, biological parent, biological child, adoptive parent, adopted child, sibling by blood or in law of managerial personnel in the parent company or the representative of the state-owned shares in the Company (for securities companies that are subsidiaries of a company whose shares are state-owned by over 50% of the Charter capital).

Article 57. Dismissal and deposition of the Director (General Director)

Director (General Director) shall be dismissed and deposed in these events:

1. Have failed criteria and requirements for the Director (General Director) as per Article … of this Charter.

2. Petition for resignation;

3. Abide by decisions by the Members’ council;

4..... (Other events defined by the Company as per current laws).

Article 58. Divisions for internal control and risk management under the Executive Board (Chief Executives Board)

 (Similar provisions as per Article 41 of the sample Charter).

III. Control Committee

Article 59. Quantity, structure and incumbency of members of the Control Committee

1. Members of the Control Committee shall be appointed by the Owner of the company or elected by the Members’ council. Controllers shall be held liable to the laws and the Owner of the company/ Members' council for the performance of their rights and duties.

2. Quantity, structure and incumbency of Controllers: ... (Similar provision as per Article 42 of the sample Charter).

3. Details and manners of Controllers’ collaboration: … (As specified by the company as per current laws).

Article 60. Rights and duties of the Control Committee/ Controllers

1. For limited liability companies with two members or more:

a. Control Committee supervises the Chairman of the Members’ council and Director (General Director) with regard to their corporate management and is held liable to the Members' council and the laws for its accomplishment of missions;

b. Rights and duties of the Control Committee or Head of the Control Committee: ... (As specified by the company as per current laws, possibly by reference to regulations on the control committee of a joint-stock company as per the sample Charter).

2. For single-member limited liability companies:

a. Examine the legitimacy, integrity and prudence in the actions by the Members’ council and Chairman of the Members’ council and Director (General Director) with regard to their discharge of the Owner’s rights and administration of the Company’s business activities;

b. Assess financial reports, business reports, management reports and other reports before the provision of such documents to the Owner of the company or governmental authorities concerned; and present assessment reports to the Owner;

c. Propose to the Owner the solutions for revision, supplementation and structuring of the management and operation of the Company's business activities;

d. Examine all documents and papers in the Company’s head office, branches, transaction offices and representative offices. Members of the Members’ council, Chairman of the Members’ council, members of the Executive Board (Chief Executives Board) and managerial personnel of the company shall be responsible for providing, at Controllers’ requests; adequate information on the execution of the Owner’s rights, on corporate management and on the Company’s business activities in timely manner;

e. Participate and debate in meetings of the Members’ council and other conclaves in the Company;

f. Establish control procedures to be ratified by the Members’ council;

g. If a member of the Members’ council or Executive Board (Chief Executives Board) is found to have transgressed the laws and the company’s Charter and resulted in transgressions of the rights and interests of the Company, shareholders or clients, the Control Committee shall be responsible for demanding the transgressor to generate report(s) in a limited time or for convening the General shareholders' meeting for solutions. Control Committee must inform the SSC in writing of violations of laws in 07 working days upon the revelation of such violations;

h. Other duties as prescribed in the company’s Charter or upon requests or decisions by the Owner of the company.

3. Details and manners of Controllers’ collaboration: … (As specified by the Company as per current laws).

4. Controllers, when performing their missions, shall receive remunerations and benefits and bear the obligation to accomplish their duties as per the Companies Law.

Article 61. Control Committee's operation and meeting

 (Similar provisions for the Control Committee of a joint-stock company as per the sample Charter)

Article 62. Criteria and requirements for members of the Control Committee

 (Similar provisions for the Control Committee of a joint-stock company as per the sample Charter)

Article 63. Dismissal and deposition of members of the Control Committee

 (Similar provisions for the Control Committee of a joint-stock company as per the sample Charter)

 (Notice: In companies whose charter capital is fully state-owned, regulations on the Members’ council, its Chairman and members, Director (General Director), Control Committee, Controllers must also conform to Chapter IV of the Companies Law).

Chapter IV

HANDLING OF RELATIONSHIPS WITH PARTNERS

Article 64. Possible disputes

1. Disputes or complaints involving these entities shall give rise to disputes between the Company and its partners:

a. Shareholders/ contributing members/ Owner against the Company;

b. Shareholders/ contributing members against the Board of directors, Chairman of the Board of directors, members of the Board of directors, Control Committee, members of the Control Committee/ Chairman of the Members’ council, Director (General Director) or managerial personnel of the company;

c. Clients or other relevant partners against the Company.

2. Settlement of disputes: Disputes regarding the Company’s activities, the rights of shareholders/ contributing members/ Owner due to the Charter or any rights and duties as defined in the Companies Law or other laws or administrative regulations.

Article 65. Measures for settlement of disputes

1. Negotiation and reconciliation: Entities concerned shall strive to settle disputes through negotiation and reconciliation. Chairman of the Board of directors/ Chairman of the Members' council shall preside at the settlement of disputes, except for those related to the Board of directors or Chairman of the Board of directors/ Chairman of the Members' council. If disputes involve the Board of directors or Chairman of the Board of directors/ Chairman of the Members’ council, any of the parties concerned can request or designate an independent specialist to arbitrate such disputes.

2. Economic arbitration or economic court: If reconciliation is not attainable in six (06) weeks upon its commencement or the parties involved dissent to the decisions by the reconciliation intermediary, either of the parties can bring the case to an economic Arbitral tribunal or economic Court.

3. Expenses for negotiation and reconciliation and court fees:

a. The parties involved shall incur their own expenses in connection with negotiation and reconciliation;

b. The court shall decide the party incurring court fees.

Article 66. Contracts and transactions requiring approval

1. For joint-stock companies

a. Contracts and transactions between the Company and these entities must acquire approval by the General shareholders’ meeting or the Board of directors;

- Shareholders, mandated representatives of shareholders occupying over 10% of total common shares in the Company and their related individuals;

- Members of the Board of directors, members of the Executive Board (Chief Executives Board) and their related individuals;

- Other companies as per the Companies Law;

- .... (as specified by the company).

b. Board of directors shall approve contracts and transactions worth less than …% total value of corporate assets as shown in the latest financial report. In this event, the Company's representative who signs contracts must inform members of the Board of directors and Controllers of the parties involved in such contracts or transactions. Moreover, contract drafts or essential information of transactions must also be provided. Board of directors shall make decisions on approval of contracts or transactions in … day(s) upon the receipt of the notice. Members cannot vote on contracts or transactions in which they have interests;

c. Board of directors shall ratify contracts and transactions except for those defined in Point b, Section 1 of this Article. In this event, the Company's representative who signs contracts must inform the Board of directors and Control Committee of the parties involved in such contracts or transactions. Moreover, contract drafts or essential information of transactions must also be provided. Board of directors shall present contract drafts or elucidate essential details of transactions in the General shareholders’ meeting or through written consultation with shareholders. In this event, shareholders with resultant interests cannot vote. Contracts or transactions require approval by shareholders representing at least …% total remaining votes;

d. Contracts and transactions, which become binding or proceed without approval as per Point b and c of this Section and cause damage to the Company, shall be void and dealt with according to the laws. Contract signers, shareholders, members of the Board of directors or Director (General Director) involved shall jointly incur damages and give the Company the earnings from such contracts and transactions.

2. For limited liability companies with two members or more

a. Contracts and transactions between the Company and these entities must acquire approval by the Members' council:

- Contributing members, their mandated representatives, Director (General Director), the Company’s legal representative(s) and their related individuals;

- Managers of the parent company, persons authorized to appoint managers of the parent company and their related individuals.

b. The persons signing contracts or concluding transactions must inform members of the Members' council and Controllers of the entities involved. Moreover, contract drafts or essential information of expected transactions must be provided. Members' council shall make decisions on approval of contracts or transactions in … day(s) upon the receipt of the notice. In this event, contracts or transactions must obtain approval by contributing members representing at least 65% of total contributions with voting right. Members involved in such contracts and transactions cannot vote.

c. Contracts and transactions, which become binding or proceed against Point a and b of this Section and cause damage to the Company, shall be void and handled according to the laws. Individuals signing contracts or concluding transactions, contributing members involved and their related people shall make restitution for damage caused and return to the Company their earnings from such contracts or transactions, which were dealt against regulations or undermined the Company.

3. For single-member limited liability companies:

a. Executive Board (Chief Executives Board) and Control Committee shall make decisions on contracts and transactions between the Company and these entities: .... (As specified by the Company as per current laws).

b. Signers of contracts must inform the Members' council, Executive Board (Chief Executives Board) and Control Committee of the entities involved. Moreover, contract drafts or transaction details must be enclosed.

c. Members' council, Director (General Director) and Controllers must make decisions on contracts or transactions in ... day(s) upon the receipt of notices according to the principle of ..., one vote per competent person and no vote for those with relevant interests.

d. Contracts and transactions as stated in Point a of this Section shall be given clearance only upon the satisfaction of these requirements:

- Signers of contracts or makers of transactions are independent legal entities carrying separate rights, duties, assets and interests;

- Contract prices or transaction prices are market based upon the signing of contracts or the occurrence of transactions;

- The owner of the company abides by his duties as defined in the Companies Law.

e. Contracts and transactions, which came to terms against Point a, b, c of this Section and mutilated the Company, shall be void and handled according to the laws. Individuals concluding contracts and transactions and those involved shall be held jointly liable for damage caused and return to the Company their earnings from such contracts and transactions.

Article 67. Reporting and announcement

1. Obligatory announcement of information

a. The company must enforce regulations on periodic and random reporting and announcement of information according to the laws on securities and stock market or at the requests of competent governmental authorities in timely and adequate manners. The company shall be held responsible for the accuracy and forthrightness of information and figures announced and reported;

b. Information shall be announced in such manners that shareholders/ contributing members and public investors can gain equal access at the same time. The discourse of such announcements must be clear, comprehensible and not confusing for shareholders/ contributing members and public investors.

2. Information announced

a. The company shall announce information on its business activities, including:

- Periodic announcement of information from financial reports, financial safety ratio reports and other reports as per the laws;

- Random announcement of information in 24 hours upon the occurrence or detection of incidents as per the laws;

- Announcement of information requested by competent authorities.

b. The company must announce information on the management of the Company in the annual General shareholders’ meetings/ annual conclaves of the Members’ council and in the Company’s annual reports.

3. Organization of announcements

The company shall develop and issue regulations on announcement of information as per the Securities Law and written guidelines. Furthermore, it shall appoint at least one official specialized in announcing information on these requirements:

a. Such person must possess knowledge of accounting and finance and certain computing skills;

b. Such person shall publicize his name and work telephone number for shareholders/ contributing members to make easy contact;

c. Such person must have sufficient time for his assignments, particularly for interactions with shareholders/ contributing members and for acknowledgement of their opinions. Such person shall announce, elucidate and respond to such opinions and corporate management issues on periodic basis as per regulations.

4. Announcer of information: The legal representative of the Company or a mandated individual shall announce information. The legal representative of the Company shall be held liable for the information announced by the mandated individual.

Chapter V

FINANCIAL AND ACCOUNTING MANAGEMENT

Article 68. Fiscal year

1. A fiscal year of the Company commences on the 01^st of January and ends on the 31^st of December of a calendar year.

2. The first fiscal year of the Company shall begin upon incorporation and end on the 31^st of December in the same year. If the first fiscal year of the Company comprises less than four (04) months, the financial report for that year shall be consolidated with the financial report for the following year.

Article 69. Accounting system

1. The company shall employ Vietnam Accounting System (VAS) or an accounting system sanctioned by the Ministry of Finance according to regulations by the Ministry of Finance and written guidelines on securities companies' accounting. The company shall conform to governmental authorities’ inspections of its abidance by regulations on accounting and statistics.

2. The company shall make accounting journals in Vietnamese and retain relevant documents according to its business model. Accounting documents must be precise, updated, systematic and adequate to evince and elucidate the Company’s transactions.

Article 70. Audit

1. Annual financial reports, financial safety ratio reports dated December 31^st, half-year financial reports, financial safety ratio reports dated June 30^th of the Company must be audited and examined by an independent audit organization as per regulations.

2. The independent audit organization and its employees that conduct audits for the Company must obtain authorization from the SSC. The annual General shareholders’ meeting shall designate an independent audit company or ratify a list of independent audit companies and mandate the Board of directors to select one for the Company’s audits in the following fiscal year as per agreed provisions and terms with the Board of directors. The securities company cannot replace the approved audit organization with another one in a fiscal year unless such replacement is decided by the parent company or the approved audit organization being employed is suspended or stripped of authorization to conduct audits.

3. At the end of a fiscal year, the Company must prepare and send its annual financial report to the independent audit company. The independent audit company shall inspect, endorse and recount the Company’s receivables and payables in the financial report. It shall also make and send the audit report to the Board of directors in … day(s) upon the end of the fiscal year.

4. A copy of the audit report shall be enclosed with the Company’s annual financial report.

5. Auditors who conduct audits of the Company shall be permitted to attend all General shareholders' meetings, to receive notices and information regarding the General shareholders' meetings, which are given to shareholders, and to state their opinions on audit-related matters in such meetings.

Article 71. Principles for distribution of profit

1. The general shareholders’ meeting/ Members’ council shall determine the rate of dividend/ profit and incentives from the Company’s undistributed profits and the annual payment method.

2. For single-member limited liability companies: Owner of the company shall make decisions on utilization of profits upon the fulfillment of taxes and financial duties as per the laws.

3. If dividends/ profits, incentives or stock payments are delivered in cash, the Company must pay in Vietnam dong. Payments can be made manually or through banks that shareholders/ contributing members specify. Dividend payments can be made through Vietnam Securities Depository Center (for joint-stock companies).

4. Schedule for finalization of the list of shareholders/ contributing members and for payment of dividends, profits and incentives:

a. For joint-stock companies: Board of directors shall schedule a date for finalization of the list of shareholders and another for payment of dividends and incentives as per the plans of the General shareholders' meeting.

b. For limited liability companies with two members or more: Members' council shall schedule the date for finalization of the list of contributing members and another for distribution of profits and incentives.

Article 72. Handling of business losses

A year's losses shall be handled in the following year, if profitable.

Article 73. Establishment of statutory funds

1. Every year, the Company shall use part(s) of net profits to establish these funds:

a. Reserve for additional contributions to the Charter capital;

b. Financial and professional risk reserve;

c. Fund for incentives and benefits;

d. Other funds as per the laws.

2. Reserve ratio and limit, management and utilization of funds as defined in Section 1 of this Article shall be subject to current laws.

Chapter VI

EXTENSION OF DURATION, RESTRUCTURING, DISSOLUTION AND BANKRUPTCY

Article 74. Extension of duration

1. Board of directors/ Chairman of the Members’ council shall convene the General shareholders’ meeting/ a meeting of the Members’ council in at least seven (07) months prior to the expiration of the Company’s duration in order to vote on the extension of its duration.

2. The duration of the Company shall be extended if such extension gains consent by at least sixty five percent (65%) of total votes from shareholders with voting rights/ contributing members present in person or through mandated representatives in the General shareholders’ meeting/ the conclave of the Members’ council.

Article 75. Restructuring

1. The company shall undergo consolidation, merger or conversion after obtaining approval from the SCC.

2. Procedures for consolidation, merger and conversion shall be governed by the Companies Law, Securities Law and relevant laws.

Article 76. Dissolution

1. The company dissolves or shuts down in these events:

a. The duration of the Company, after extended, ends;

b. The general shareholders' meeting/ Members' council/ Owner decides to have the Company dissolved early with the SSC’s approval;

c. SSC revokes the license for establishment and operation or a Court pronounces corporate bankruptcy as per current laws;

d. Other events as per the laws.

2. The company shall only dissolve upon its guarantee of settling all debts and financial duties. Moreover, it must not be involved in any disputes being resolved by a Court or arbitral tribunal.

3. Formalities and documents for dissolution shall be governed by the Companies Law, Securities Law and written guidelines.

Article 77. Bankruptcy

The company’s bankruptcy shall be governed by the laws on corporate bankruptcy in the sectors of finance and banking.

Chapter VII

AMENDMENTS AND SUPPLEMENTS TO THE CHARTER

Article 78. Supplements and amendments to the Charter

1. Amendments and supplements to this Charter shall be handed over to the discretion of the General shareholders' meeting/ Members' council/ Owner of the company.

2. If this Charter does not refer to certain legal regulations pertinent to the Company's activities or contains provisions contrary to new legal regulations, such legal regulations shall automatically prevail and govern the Company's activities.

Chapter VIII

EFFECT

Article 79. Date of effect

1. This Charter has … Chapters and … Articles, as approved and fully validated by the Owner/ Members’ council/ General shareholders’ meeting of … Joint-stock/ Limited Liability Securities Company on the … of … in … [date].

2. This Charter is made into … originals of equal validity.

3. This is the Company’s only and official Charter.

4. Copies or excerpts from the Charter shall only be valid when bearing the signature of the Chairman of the Members' council/ Chairman of the Board of directors or signatures of at least half (1/2) of the members of the Board of directors.

5. This Charter shall come into force as of … … … [date].

6. Signature of THE OWNER/ FOUNDING MEMBERS/ FOUNDING SHAREHOLDERS OR LEGAL REPRESENTATIVE (for endorsement of amendments and supplements to the Charter) (Sign, append full name and corporate seal).

APPENDIX XXII

MONTHLY ACTIVITY REPORT
(Enclosed to the Circular No. 07/2016/TT-BTC dated 18 January 2016 by Minister of Finance)

To: State Securities Commission

I. Personnel and shareholders of the securities company

1. Personnel:

2. Shareholders/ contributing members holding at least 5% of the Charter capital*

* This section is not applicable to single-member securities companies.

II. Operational network:

1. Network:

2. Relevant changes in the month:

III. Activities of the securities company

1. Securities brokerage

1.1 . Brokerage of listed and traded securities

a) Quantity of accounts

b) Pecuniary balance in clients' securities accounts

Unit: VND

c) Mandate of individual investors’ securities accounts

d) Transactions

1.2 Brokerage of unlisted and untraded securities

Note: Details shall be given by the issuer.

1.3 Margin trading

Unit: VND

1.4 Total brokerage fee collected:

2. Proprietary trading and investment

2.1. Accounts for proprietary trading of listed and traded securities

Unit: VND

2.2 Outward investments, capital contributions to limited liability companies and business projects (for investments that do not generate securities)

Unit: VND

 (Notice: the value of investments is recorded according to the recorded prices at the securities company’s discretion)

2.3 Investments for purchase of real estates

Unit: VND

 (*Investment value or remaining value of the real estate)

2.4 Holding of securities

* Note:

In column (2), securities type shall be indicated by ticker symbol (for listed and traded securities).

In column (3), securities currently held by the securities company shall be indicated but exclude those being delivered to the accounts.

Column (4) is based on purchase price/ investment value in contracts;

Column (5) is based on closing price or average trade price upon reporting or rational value of securities unlisted or untraded.

Columns (7) and (8) are not applicable to bonds.

This section must exclude securities from futures transactions.

2.5 Compliance with investment restrictions

Unit: VND

 (Investment value is subject to the Company’s recorded value)

3. Underwriting

Unit: VND

* The securities company’s equity, current assets and debts as shown in the financial report most recent to the date of signing of the underwriting contract

** Total value of net operational capital = (current asset value - current debt value) x 15

4. Securities investment consultancy and financial consultancy

IV. Finance:

1. Asset summary

2. Finances outside the equity

3. Business result

V. Difficulties and propositions:

APPENDIX XXIII

YEARLY ACTIVITY REPORT
(Enclosed to the Circular No. 07/2016/TT-BTC dated 18 January 2016 by Minister of Finance)

To: State Securities Commission

I. Corporate organization and personnel in the year

1. Corporate organization:

a) Network:

Note: the information in this table is acquired upon reporting

b) Relevant organizational changes in the year:

- Establishment or closure of domestic and overseas branches, transaction offices, representative offices (Enumeration);

- Changes in addresses of the head office, branches, transaction offices, representative offices (Enumeration);

- Changes in name and business lines of the Company, branches, transaction offices (Enumeration);

- Corporate splitting, division, consolidation, merger, conversion.

2. Personnel

a) Managerial personnel:

b) Staff members:

* Note: The figures in this table cover the entire company (including all of its business sites).

II. Ratio of holdings of shareholders/ contributing members holding at least 5% of the Charter capital*

* This section is not applicable to single-member securities companies.

III. Charter capital and financial safety norms in the reporting year

1. Detailed report on variations in Charter capital in the year;

2. Report on disposable fund ratio in the year;

3. Report on variations in treasury stock in the year;

4. Other financial safety norms.

IV. Facilities in the report year

Detailed report on renovation of technical facilities in the year, including:

- Expansion of the head office, branches, transaction offices (Enumeration);

- Upgrade of hardware (Investment value);

- Upgrade of software (Investment value);

- Archives for retention of documents (Investment value);

- Other investments in facilities.

V. Activities of the securities company in the reporting year

1. Securities brokerage

1.1. Quantity of accounts and balance of pecuniary deposits

a) Quantity of accounts:

b) Pecuniary balance in clients' securities accounts

Unit: million dongs

1.2. Individual investors’ mandate for securities trading

1.3. Securities transactions in the year

a) Trading of listed securities

Unit: million dongs

b) Brokerage of unlisted securities

Unit: million dongs

1.4. Total brokerage fee collected in the year:

1.5. Rectification of broker errors:

- Total number of transaction errors at Ho Chi Minh City's Stock Exchange and rectification;

- Total number of transaction errors at Hanoi City's Stock Exchange and rectification;

2. Proprietary trading and investment

a) Trading of securities

Unit: million dongs

* Value is based on trading price.

b. Outward investments, capital contributions into limited liability companies and business projects (for investments that do not generate securities)

Unit: million dongs

Notice: the value of investments is recorded according to the recorded prices at the securities company’s discretion.

e. Investments for purchase of real estates

Unit: million dongs

4. Underwriting

5. Consulting activities and other activities

VI. Compliance supervision report

VII. Financial security:

VIII. Propositions to authorities